Terms and Conditions

FOR USERS

DO NOT USE IHELP FOR EMERGENCY MEDICAL NEEDS.  IF YOU EXPERIENCE A MEDICAL EMERGENCY (INCLUDING WHERE YOU ARE CONSIDERING SELF-HARM), CALL [111, OR] YOUR LOCAL EMERGENCY SERVICES IMMEDIATELY.

1. APPLICATION OF TERMS

  1. These Terms apply to the use of iHelp by Service Users (as defined below). By accessing and using iHelp you accept and agree to be bound by these Terms.
  2. If you do not agree to these Terms, you are not authorised to access and use iHelp, and you must immediately stop doing so.  

2. CHANGES

  1. We may change these Terms at any time by updating them on iHelp.  Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms.  By continuing to access and use iHelp, you agree to be bound by the changed Terms.
  2. We may change, suspend, discontinue, or restrict access to, iHelp without notice or liability.
  3. Terms and Conditions last updated:  These Terms were last updated on 16 ‎October ‎2017.

3. DEFINITIONS AND INTERPRETATION

  1. Definitions:  In these Terms:

    Account means the account that you are provided when you sign-up to become a iHelp Service User

    Fees means the fees payable by you to us in respect of Health Services

    Health Services means online therapy and well-being sessions provided by Professionals through iHelp via video or phone chat

    iHelp means the Website [and/or the iHelp mobile app (as applicable)]

    Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.  Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property

    Listing means a listing by a Professional on iHelp offering Health Services

    Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis

    Objectionable includes being objectionable, defamatory, obscene, harassing, threatening or unlawful, in any way

    Personal information means information about an identifiable, living person

    Professional means a professional service provider who offers and provides Health Services through iHelp

    Service User means a person who has set up an Account to seek and receive Health Services

    Terms means these terms and conditions titled iHelp Terms and Conditions

    Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide iHelp, including any third party solutions, systems and networks

    User ID means a unique name and/or password allocated to you to allow you to access iHelp

    We, us or our means iHelp International Limited, company number 6462612

    Website means www.ihelp.live

    You means you, the person using iHelp
  2. In these Terms:
    1. clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;
    2. words in the singular include the plural and vice versa; and
    3. a reference to:
      1. a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
      2. including and similar words do not imply any limit; and
      3. a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

4. ABOUT IHELP

  1. iHelp provides an online platform that connects Professionals who offer and provide Health Services to Service Users.
  2. We act as an intermediary for Professionals and Service Users to connect and transact.  We are not a referral service or broker.  When you purchase Health Services from a Professional and that Professional agrees to provide Health Services to you, you enter into an agreement directly with the Professional, including where payment is made through iHelp.  Any interaction between you and a Professional is a matter directly between you and them only.
  3. Other than our obligations set out in these Terms, we are not liable to you for any failure by any Professional to comply with these Terms or any other legal obligation.
  4. We will use reasonable efforts to provide iHelp in accordance with these Terms and New Zealand law.
  5. Our provision of iHelp to you is non-exclusive.  Nothing in these Terms prevents us from providing iHelp to any other person.
  6. Subject to clause 4.7, we will use reasonable efforts to ensure iHelp is available on a 24/7 basis.  However, it is possible that on occasion iHelp may be unavailable to permit maintenance or other development activity to take place, or due to an event that is beyond our reasonable control.  
  7. Through the use of web services and APIs, iHelp may interact with a range of third party service features.  We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

5. PROFESSIONALS AND HEALTH SERVICES

  1. You must not use iHelp or the Health Services if you are thinking about suicide or considering taking actions that may cause harm to you or others.  Instead you should contact your local emergency services for immediate help.
  2. iHelp does not employ Professionals, nor are they our agents or representatives.  We are not responsible for the willingness or ability of a Professional to provide Health Services to you.  
  3. While we may undertake monitoring and/or obtain feedback from time to time in relation to the quality of the Health Services, we do not determine whether any Professional is qualified to provide any Health Service and we do not verify the skills, experience, qualifications, credentials, competence or background of any Professional.  It is your sole responsibility to conduct independent verification in relation to any Professional that you are considering using for Health Services.
  4. If you believe a Professional has misrepresented their skills, experience, qualifications, credentials, competence or background, or has behaved inappropriately, you may lodge a complaint with us at contact@ihelp.live.
  5. You agree and acknowledge that we do not provide medical care, mental health services or other professional services.  We solely facilitate the communication between you and Professionals to enable the provision of Health Services. The information, opinions and advice provided during the provision of Health Services are those solely of the Professional.

6. YOUR USE OF AND ACCESS TO IHELP

  1. If you are between the ages of 13 and 18 years old, your parent or legal guardian must provide their consent for you to access iHelp and use Health Services.  You must not use iHelp if you under 13 years of age.
  2. You must not ask the Professional to accept direct payment of the Fees or pay, or offer to pay, the Professional by any payment method other than payment through iHelp.
  3. You must:
    1. use iHelp in accordance with these Terms solely for lawful purposes (including complying with applicable anti-spam laws); and
    2. not resell or make available iHelp to any third party, or otherwise commercially exploit iHelp.
  4. You are not required to provide your true name when setting up an Account (you may use an alias or other non-identifying user name).  You must otherwise provide true, current and complete information in your dealings with us (including when setting up an Account), and must promptly update that information as required so that the information remains true, current and complete.
  5. You must keep your User ID and Account secure and:
    1. not permit any other person to use your User ID or your Account, including not disclosing or providing it to any other person; and
    2. immediately notify us if you become aware of any unauthorised use or disclosure of your User ID and/or Account information, by sending an email to contact@ihelp.live.  
  6. You must obtain our written permission to establish a link to iHelp.  If you wish to do so, email your request to contact@ihelp.live.
  7. When accessing and using iHelp, you must:
    1. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
    2. not attempt to undermine the security or integrity of the Underlying Systems;
    3. not use, or misuse, iHelp in any way which may impair the functionality of the Underlying Systems or impair the ability of any other person to use iHelp;
    4. not attempt to view, access or copy any material or data other than:
      1. that which you are authorised to access; and
      2. to the extent necessary for you to use iHelp in accordance with these Terms;
    5. not use iHelp in a manner that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and
    6. unless with our agreement, access iHelp via standard web browsers and not by any other method.  Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction, monitoring or input method.
  8. Subject to clauses 12.4 and 12.5, you indemnify us against all Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses iHelp by using your User ID and/or Account; or

7. FEES AND PAYMENT

  1. You must pay us the Fees.  
  2. The Fees are set out in Listings in NZD and include applicable GST, sales tax and similar taxes.
  3. You must pay all Fees by credit card.
  4. Where you have booked, and a Professional has accepted a booking, for Health Services, we will charge the applicable Fees to your credit card [at the time the Professional accepts the booking/at the scheduled time of the booking] except where a booking is cancelled in accordance with our cancellation policy at FAQ.
  5. Fees are only refundable in accordance with our refund policy at FAQ.

8. OUR INTELLECTUAL PROPERTY

  1. We (and our licensors) own all proprietary and intellectual property rights in iHelp and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trade marks, logos, icons, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.
  2. If you provide us with ideas, comments or suggestions relating to iHelp or Underlying Systems (together feedback):
    1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
    2. we may use or disclose the feedback for any purpose.

9. CONFIDENTIALITY

  1. You must treat all information available and otherwise provided through iHelp as strictly confidential, and may only use that information for the purpose of receiving Health Services through iHelp.

10. PRIVACY

  1. You are not required to provide personal information to us, although in some cases if you choose to not do so then we will be unable to make certain functions of iHelp unavailable to you.
  2. When you provide personal information to us, we will comply with the New Zealand Privacy Act 1993 and with our Privacy Policy, which is set out here.

11. DISCLAIMERS

  1. To the extent permitted by law, we have no liability or responsibility to you or any other person for any Loss in connection with:
    1. any Health Services;
    2. the acts or ommissions of any Professional;
    3. any action taken or decision made by you on the reliance of information, opinions or advice provided to you by Professionals;
    4. iHelp being unavailable (in whole or in part) or performing slowly;
    5. any error in, or omission from, any information made available through iHelp;
    6. any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use iHelp.  To avoid doubt, you are responsible for ensuring the process by which you access and use iHelp protects you from this; and
    7. any site linked from iHelp.  Any link on iHelp to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
  2. Without limiting clause 12.1 you obtain Health Services and rely on information, opinions and advice provided by Professionals at your own risk.

12. LIABILITY

  1. To the maximum extent permitted by law:
    1. you access and use iHelp at your own risk; and
    2. we are not liable or responsible to you or any other person for any Loss under these Terms or in connection with iHelp or any Health Services, or your access and use of (or inability to access or use) iHelp or any Health Services.  This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
  2. Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited, our liability will be limited to NZD50.
  3. To the maximum extent permitted by law and only to the extent clauses 12.1 and 12.2 of these Terms do not apply:
    1. our total liability to you in connection with these Terms, iHelp or any Health Services will not exceed NZD50; and
    2. we will not be liable to you under or in connection with these Terms, iHelp or any Health Services for any consequential, indirect, incidental or special damage or loss of any kind.
  4. Nothing in these Terms applies to limit or exclude:
    1. our liability under or in connection with these Terms:
      1. for personal injury or death; or
      2. for fraud or wilful misconduct; or
    2. any liability that cannot be limited or excluded by law.
  5. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

13. SUSPENSION AND TERMINATION

  1. You may cease using iHelp at any time by removing your Account.  We may remove your Account by notice to you. If either you or we do this, these Terms and your right to access and use iHelp will terminate immediately.
  2. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
  3. Clauses which, by their nature, are intended to survive termination of your right to access and use iHelp, including clauses 12, 13.2, 13.3 and 14.2.
  4. Subject to clauses 7.5, 12.4b and 13.2, no compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any amount that you have already paid to us.
  5. Without limiting any other right or remedy available, we may restrict or suspend your access to iHelp if we consider you have:
    1. undermined, or attempted to undermine, the security or integrity of iHelp or any Underlying Systems;
    2. used, or attempted to use, iHelp for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of iHelp;
    3. use iHelp in a manner that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is, or may be, Objectionable, incorrect or misleading;
    4. failed to pay any amount when due in accordance with clause 7; or
    5. otherwise materially breached these Terms.

14. GENERAL

  1. If we need to contact you, we may do so by email or by posting a notice on iHelp.  You agree that this satisfies all legal requirements in relation to written communications.
  2. These Terms, and any dispute relating to these Terms or iHelp, are governed by and must be interpreted in accordance with the laws of New Zealand.  Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or iHelp.
  3. We are not liable to you for any failure to perform our obligations under these Terms to the extent caused by an event that is beyond our reasonable control.
  4. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld.  You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.
  5. No person other than us and you has any right to a benefit under, or to enforce, these Terms.
  6. Subject to clause 2.1, any variation to these Terms must be in writing and signed by both parties.
  7. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
  8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.  If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
  9. These Terms set out everything relating to your access and use of iHelp and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to iHelp that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agree to these Terms.

 

FOR PROFESSIONALS

1. APPLICATION OF TERMS

  1. These Terms apply to the use of iHelp by Professionals (as defined below). By accessing and using iHelp:
    1. you accept and agree to be bound by these Terms; and
    2. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
  2. If you do not agree to these Terms, you are not authorised to access and use iHelp, and you must immediately stop doing so.  

2. CHANGES

  1. We may change these Terms at any time by updating them on iHelp.  Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms.  By continuing to access and use iHelp, you agree to be bound by the changed Terms.
  2. We may change, suspend, discontinue, or restrict access to, iHelp without notice or liability.
  3. Terms and Conditions last updated:  These Terms were last updated on [insert].

3. DEFINITIONS AND INTERPRETATION

  1. Definitions:  In these Terms:

    Account means the account that you are provided when you sign-up to become a Professional on iHelp

    Commission means the commission payable by you to us in respect of Health Services, calculated as a percentage (as set out on the FAQ page of the Website) of the total Fee charged by you for those Health Services

    Content means content, data, and information (including personal information) that is owned, held, used or created by you or on your behalf, and that is then stored, transmitted via, input into or displayed via iHelp including, all content, data and information uploaded into iHelp by you when creating a Listing

    Fees means the fees payable by Service Users in respect of Health Services

    Health Services means online therapy and well-being sessions provided by Professionals through iHelp via video or phone chat

    iHelp means the Website [and/or the iHelp mobile app (as applicable)]

    Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.  Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property

    Listing means a listing by a Professional on iHelp offering Health Services to Service Users

    Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis

    Objectionable includes being objectionable, defamatory, obscene, harassing, threatening or unlawful, in any way

    Personal information means information about an identifiable, living person

    Professional means a service provider who sets up an Account to list and provide Health Services to Service Users

    Service User means a person who has set up an Account to seek and receive Health Services

    Terms means these terms and conditions titled iHelp Terms and Conditions

    Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide iHelp, including any third party solutions, systems and networks

    User ID means a unique name and/or password allocated to you to allow you to access iHelp

    We, us or our means iHelp International Limited, company number 6462612

    Website means www.ihelp.live

    You means you or, if clause 1.2c applies, both you and the other person on whose behalf you are acting
    1. In these Terms:
      1. clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;
      2. words in the singular include the plural and vice versa; and
      3. a reference to:
        1. a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
        2. including and similar words do not imply any limit; and
        3. a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

4. ABOUT IHELP

  1. iHelp provides an online platform that connects you to Service Users seeking Health Services.
  2. We act as an intermediary for you and Service Users to connect and transact.  We are not a referral service or broker.  When a Service User purchases Health Services from you and you agree to provide Health Services to that Service User, you enter into an agreement directly with the Service User, including where payment is made through iHelp.  Any interaction between you and a Service User is a matter directly between you and them only.
  3. Other than our obligations set out in these Terms, we are not liable to you for any failure by any Service User to comply with these Terms or any other legal obligation.
  4. You are not an employee, agent or representative of iHelp.
  5. We will use reasonable efforts to provide iHelp in accordance with these Terms and New Zealand law.
  6. Our provision of iHelp to you is non-exclusive.  Nothing in these Terms prevents us from providing iHelp to any other person.
  7. Subject to clause 4.8, we will use reasonable efforts to ensure iHelp is available on a 24/7 basis.  However, it is possible that on occasion iHelp may be unavailable to permit maintenance or other development activity to take place, or due to an event that is beyond our reasonable control.  
  8. Through the use of web services and APIs, iHelp may interact with a range of third party service features.  We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

5. PROFESSIONAL STANDARDS AND CONDUCT

  1. You confirm that you are at least 18 years of age and that you are legally able to enter into a contract with us.
  2. You must not provide Health Services or advice to any Service User unless you are a licensed professional in good standing with the relevant regulatory body/ies and/or professional association(s) in your relevant area of expertise.  
  3. If you are barred or suspended from providing services under the laws of the relevant jurisdiction or regulations of the applicable regulatory body/ies and/or professional association(s), you must cease providing Health Services and remove your Listing (in the case of a suspension, during the period of the suspension).
  4. You must maintain and continue to maintain such insurance as is required by any laws or regulations applicable to your profession or to the provision of Health Services, or that a prudent person supplying the Health Services would maintain for services similar to the Health Services provided or a face-to-face basis.
  5. When providing Health Services, you must:
    1. exercise a reasonable standard of care, at least the same as you would provide in a professional environment for similar transaction services provided on a face-to-face basis;
    2. exercise the standard of care and comply with ethical standards mandated by applicable law, regulatory bodies and/or professional associations;
    3. not provide to Service Users services other than the Health Services or any services that you are not qualified to provide;
    4. only provide Health Services in respect of non-emergency issues.  For emergency issues, you must tell the Service User to call their local emergency services.  An emergency is a situation where there is an immediate risk to life, health or property;
    5. not provide or perform any Health Services that require an in-person meeting with a Service User;
    6. where applicable, recommend that Service Users seek physical examination or a face-to-face meeting with a qualified professional; and
    7. not engage in conduct that is harmful, unethical, fraudulent, deceptive or offensive.

6. LISTINGS

  1. On creating a Listing, you must:
    1. provide accurate information on the Health Services offered;
    2. provide a correct, up-to-date and accurate representation of your skills, experience and qualifications;
    3. disclose the price payable for the Health Services you offer; and
    4. provide any additional terms and conditions that apply to the Health Services offered.
  2. All descriptions and information in a Listing must be accurate, complete, up-to-date and truthful to the best of your knowledge and belief.   iHelp has the right to conduct random checks in relation to the information provided on your Listings for quality control purposes.
  3. If your Health Services become unavailable for any reason, you must remove or suspend the Listing as soon as practicable.
  4. You must not:
    1. complete or attempt to complete a transaction with any Service User outside of the iHelp process or otherwise seek to avoid paying us the Commission; or
    2. ask for or accept direct payment of the Fees for the Health Services by any payment method other than payment through iHelp.
  5. You acknowledge and agree that you are responsible for all Listings that you post on iHelp.  Accordingly, you represent and warrant that any Listing you post, and a Service User’s use of your Health Services, will:
    1. comply any agreements you have entered into with any third parties;
    2. comply with all applicable laws; and
    3. not conflict with the rights of third parties. 

7. USE OF IHELP

  1. You must:
    1. use iHelp in accordance with these Terms solely for lawful purposes (including complying with applicable anti-spam laws); and
    2. not resell or make available iHelp to any third party, or otherwise commercially exploit iHelp, other than to provide the Health Services through iHelp.
  2. You must provide true, current and complete information in your dealings with us (including when setting up an Account), and must promptly update that information as required so that the information remains true, current and complete.
  3. You must keep your User ID and Account secure and:
    1. not permit any other person to use your User ID or your Account, including not disclosing or providing it to any other person; and
    2. immediately notify us if you become aware of any unauthorised use or disclosure of your User ID and/or Account information, by sending an email to contact@ihelp.live.  
  4. You must obtain our written permission to establish a link to iHelp.  If you wish to do so, email your request to contact@ihelp.live.
  5. When accessing and using iHelp, you must:
    1. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
    2. not attempt to undermine the security or integrity of the Underlying Systems;
    3. not use, or misuse, iHelp in any way which may impair the functionality of the Underlying Systems or impair the ability of any person to use iHelp;
    4. not attempt to view, access or copy any material or data other than:
      1. that which you are authorised to access; and
      2. to the extent necessary for you to use iHelp in accordance with these Terms;
    5. neither use iHelp in a manner, nor transmit, input or store any Content, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and
    6. unless with our agreement, access iHelp via standard web browsers and not by any other method.  Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction, monitoring or input method.
  6. You are responsible for procuring all licences, authorisations and consents required for you to access and use iHelp, including to use, store and input Content into, and display Content using, iHelp.
  7. You indemnify us against all Loss we suffer or incur as a direct or indirect result of:
    1. any actual or alleged claim by a third party that any Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Content is Objectionable, incorrect or misleading;
    2. your failure to comply with these Terms, including any failure of a person who accesses and uses iHelp by using your User ID and/or Account; or
    3. any Loss arising from or in connection with an actual or alleged breach by you of any legal or regulatory requirements which occurs in connection with the provision of Health Services or as a result of any other relationship established through iHelp.

8. COMMISSION AND PAYMENT

  1. You must pay us the Commission.  
  2. We will issue statements to you [as and when you provide Health Services/on a monthly basis].  These statements will set out:
    1. the Fees received by Service Users in respect of the Health Services;
    2. the Commission payable to us; and
    3. the net amount due to you.
  3. We will pay the net amount due to you within [5] business days of the date of our statement.
  4. We may, by giving at least 30 days’ notice, increase the Commisssion from time to time.  We will notify you of any increase and the effective date of the increase by emailing you at the email contact address that you have most recently supplied to us.  If you do not wish to pay the increased Commission, you may remove your Listings and/or your Account. If you do not remove your Listings before the effective date of the increase, you are deemed to have accepted the increased Commisssion.
  5. [Any payment disputes should be submitted by you within 30 days of receiving the relevant statement].

9. CONTENT

  1. Title to, and all Intellectual Property Rights in, the Content (as between the parties) remains your property.  You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
  2. Without limiting clause 9.1, you acknowledge that we may use Content for our internal research, analytical and product development purposes, to conduct statistical analysis and identify trends and insights (on an anonymised and aggregated basis) and for our internal reporting requirements (and these rights will survive termination and expiration of these Terms).
  3. You must ensure you have obtained all necessary consents for us to access, collect, hold, process and distribute the Content as described in these Terms.
  4. While we will use reasonable endeavours to back up all Content stored using iHelp, you must keep separate and regular back-up copies of all Content uploaded by you onto iHelp.

10. OUR INTELLECTUAL PROPERTY

  1. Other than your Content, we (and our licensors) own all proprietary and intellectual property rights in iHelp and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trade marks, logos, icons, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.
  2. If you provide us with ideas, comments or suggestions relating to iHelp or Underlying Systems (together feedback):
    1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
    2. we may use or disclose the feedback for any purpose.

11. CONFIDENTIALITY

  1. You must treat all information available and otherwise provided through iHelp as strictly confidential, and may only use that information for the purpose of providing Health Services through iHelp.
  2. You must not disclose Confidential Information disclosed to you by a Service User.  Confidential Information expressly includes contact details of each Service User, but does not include any information already in the public domain, or independently known to you.
  3. You must comply with all laws (including privacy and data protection laws) when collecting, storing, processing, using and disclosing Personal Information about Service Users.  

12. PRIVACY

  1. You are not required to provide Personal Information to us, although in some cases if you choose to not do so then we will be unable to make certain functions of iHelp unavailable to you.
  2. When you provide Personal Information to us, we will comply with the New Zealand Privacy Act 1993 and with our Privacy Policy, which is set out here.

13. DISCLAIMERS

  1. To the extent permitted by law, we have no liability or responsibility to you or any other person for any Loss in connection with:
    1. the Health Services;
    2. the acts or omissions of any Service User;
    3. any error in, or omission from, any information made available through iHelp;
    4. iHelp being unavailable (in whole or in part) or performing slowly;
    5. any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use iHelp.  To avoid doubt, you are responsible for ensuring the process by which you access and use iHelp protects you from this; and
    6. any site linked from iHelp.  Any link on iHelp to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
  2. All Health Services are performed entirely at your own risk.  

14. LIABILITY

  1. To the maximum extent permitted by law:
    1. you access and use iHelp at your own risk; and
    2. we are not liable or responsible to you or any other person for any Loss under these Terms or in connection with iHelp, or your access and use of (or inability to access or use) iHelp.  This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
  2. Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited, our liability will be limited to NZD50.
  3. To the maximum extent permitted by law and only to the extent clauses 14.1 and 14.2 of these Terms do not apply:
    1. our total liability to you in connection with these Terms or iHelp will not exceed NZD50; and
    2. we will not be liable to you under or in connection with these Terms or iHelp for any:
      1. loss of profit, revenue, savings, business, use, data (including Content), and/or goodwill; or
      2. consequential, indirect, incidental or special damage or loss of any kind.
  4. Clauses 14.1 to 14.3 do not apply to limit:
    1. our liability under or in connection with these Terms:
      1. for personal injury or death; or
      2. for fraud or wilful misconduct; or
    2. any liability that cannot be excluded by law.

15. SUSPENSION AND TERMINATION

  1. You may cease using iHelp at any time by removing your Account.  We may remove your Account by notice to you. If either you or we do this, these Terms and your right to access and use iHelp will terminate immediately.
  2. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
  3. Clauses which, by their nature, are intended to survive termination of your right to access and use iHelp, including clauses 9 to 14, 15.3, 15.4 and 16.2.
  4. Subject to clause 15.3, no compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any amount that you have already paid to us.
  5. Without limiting any other right or remedy available, we may restrict or suspend your access to iHelp and/or delete, edit or remove content if we consider you or your personnel  have:
    1. undermined, or attempted to undermine, the security or integrity of iHelp or any Underlying Systems;
    2. used, or attempted to use, iHelp for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of iHelp;
    3. transmitted or stored any Content that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is, or may be, Objectionable, incorrect or misleading;
    4. failed to pay any amount when due in accordance with clause 8; or
    5. otherwise materially breached these Terms.

16. GENERAL

  1. If we need to contact you, we may do so by email or by posting a notice on iHelp.  You agree that this satisfies all legal requirements in relation to written communications.
  2. These Terms, and any dispute relating to these Terms or iHelp, are governed by and must be interpreted in accordance with the laws of New Zealand.  Each party submits to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with these Terms or iHelp.
  3. We are not liable to you for any failure to perform our obligations under these Terms to the extent caused by an event that is beyond our reasonable control.
  4. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld.  You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.
  5. No person other than us and you has any right to a benefit under, or to enforce, these Terms.
  6. Subject to clause 2.1, any variation to these Terms must be in writing and signed by both parties.
  7. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
  8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.  If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
  9. These Terms set out everything relating to your access and use of iHelp and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to iHelp that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agree to these Terms.
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