1. 1. Terms and Conditions

These Terms and Conditions (“Terms”) outline the terms and conditions which govern the access and use of our online platform known as “Open Heart” (the “Platform”) for therapists (the “Therapists”) and clients (the “Clients”) (The Therapists and the Clients are collectively referred to as “you”).

Please read these Terms carefully and thoroughly before starting to use or accessing the Platform. If you do not agree to be bound to any terms of these Terms, you must not access the Platform. By accessing or using the Platform, you agree that you have read, understood, accepted and agreed with these Terms.

2. 2. Definitions

The terms below shall have the respective meanings ascribed to them, unless the context requires otherwise. Words denoting one gender include the other gender and words denoting the singular include the plural and vice versa:

“Account” means an account duly registered and maintained on the Platform that enables a Therapist or a Client to access the Platform and/or use the Services.

“Company” means Arise Asia Limited (Registration No.: 74284311), including its subsidiaries and affiliates.

“Fee” means the consultation fees for the Services that is payable by the Clients.

“Personal Data” shall have the meaning ascribed to is under the Personal Data (Privacy) Ordinance (Cap. 486) of the Hong Kong SAR.

“Platform” means the online platform known as “Open Hearts” which are accessible in both website and mobile applications.

“Platform Fee” means the fee for using the Platform that is payable by the Therapists to the Company.

“Privacy Policy” means the Privacy Policy of the Company published on the Platform which regulates the collection, use and processing of Personal Data by the Company.

“Services” means the consultation services in relation to mental health provided by the Therapists through the Platform to the Clients.

3. 3. Purpose

3.1 These Terms constitute a legally binding agreement between you and the Company.

3.2 The purpose of these Terms is to set out the rights, obligations and other necessary matters between you and the Company, and the procedures for the use of the Services and the Platform.

3.3 The Company publishes these Terms on the Platform so that it is accessible by you.

3.4 The Privacy Policy, which are available on the Platform, shall form part of these Terms.

3.5 The Company may from time to time designate other applicable terms, guidelines and policies which shall also be deemed to form part of these Terms.

4. 4. Amendment to These Terms

4.1 Any amendments, additions, revisions, replacements, modifications, and removal of these Terms will be published from time to time on the Platform. You shall check the Platform from time to time to ensure that you are aware of the latest Terms. The latest Terms will replace any older versions of the Terms and shall take effect as soon as the latest Terms are published on the Platform.

4.2 Continued use of the Account or the Services, or the non-termination of the Account for 7 days after the date such amendments take effect shall be deemed as an acceptance by you of the amended Terms.

4.3 For the avoidance of doubt, the Company shall not be responsible for ensuring that you are aware of any amendments to these Terms.

4.4 Should you disagree with any amendments to these Terms, you shall stop using the Account and the Services, and shall notify the Company to terminate your Account immediately.

5. 5. The Services

5.1 The Company acts as an intermediary between the Clients and the Therapists whereby the Company facilitates the booking of appointments between the Therapists and the Clients. Upon receiving any reservations or requests for the Services from the Clients, the Company will channel such requests to the Therapists through the Platform in order for the Therapists to accept or reject the requests.

5.2 The responsibility for the provision of the Services to the Clients lies with the Therapists. The responsibilities of the Company are therefore limited to facilitating the booking of appointments and providing the relevant information to the Therapists in order for the Therapists to provide the Services to the Clients, if any.

5.3 For the avoidance of doubt, neither the Platform nor the Therapists are providing any emergency services. In case of emergency, the Clients must contact the local emergency services in order to obtain the fastest available treatment and the Company, the Platform and the Therapists will not responsible and liable for any injuries, losses and/or damages that may be suffered by the Clients.

6. 6. Relationship between the Therapists and the Company

6.1 The Therapists are not employees of the Company, and the Company is not an employer of the Therapists. The Therapists pay the Platform Fee to the Company in order to use the Company’s technology platform namely “Open Hearts” to make themselves available for providing the Services to the Clients in exchange for the Fee. Therefore, the Company has no responsibility to provide any employment benefits to the Therapists including but not limited to salary, contributions to the Mandatory Provident Fund and insurance.

6.2 The Company will not be responsible for any dealings between the Therapists and the Clients.

6.3 The Therapists are not authorised to enter into or commit the Company to any agreements and the Therapists shall not represent themselves as an agent or a legal representative of the Company.

6.4 The Therapists agree to the general business practice and undertake that they shall not solicit any Clients that are channelled by the Company outside the Platform.

7. 7. The Platform

7.1 The Platform enables the Clients to make appointments with the Therapists of their choice via an online booking system. These appointments can be taken with the Therapists in person or online as agreed between the Clients and the Therapists. All Therapists are responsible for keeping their calendars up-to-date to ensure a smooth booking process. Once an appointment has been confirmed, this appointment is binding between the Client and the Therapist unless it is cancelled not less than 24 hours prior to the appointment. Cancellations for appointments that are less than 24 hours by the Clients will cause the Fee to be forfeited. Cancellations by the Therapists incur no cost to the Clients, but the Therapists agree to honour confirmed appointments to the best of their ability. Verified complaints from the Clients about frequent cancellations by a Therapist may lead to removal of the Therapist from the Platform. The Company is not in a position to verify or guarantee the availability of any Clients and any Therapists. Therefore, the Company will not be liable for cancelled or otherwise unfulfilled appointments, or any injuries, losses and/or damages resulting therefrom, or for any other injuries, losses and/or damages resulting or arising from or related to the use of the Platform.

7.2 The Company may from time to time add new features to the Platform, substitute a new feature for one of the existing features, or discontinue or suspend one of the existing features. The use of new features will be governed by these Terms. You agree that the Company will not be liable to you and/or any third party for any addition, suspension or discontinuation of any of the features or portion thereof.

7.3 The Company may perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade the Platform, which may temporarily degrade the quality of the Platform or result in a partial or complete outage of the Platform and its features. The Company will not be liable to the Clients, the Therapists, and/or any third party for any such degradation in the quality or outage of the Platform and its features. We do not warrant that the Platform will operate error free, bug-free or free from defects, that loss of data will not occur, or that the Platform is free of computer viruses, contaminants or other harmful items.

7.4 To use the Platform, you shall either become a Client or a Therapist by registering for a valid and active Account on the Platform.

7.5 When registering for an Account, you will be asked to provide information that may include your Personal Data (Please refer to the Privacy Policy for the provisions regarding the collection, use and processing of your Personal Data). All information provided by you to the Company during this on-boarding process are regarded as representations by you, and shall be truthful and accurate.

7.6 By registering for an Account, you represent and warrant that:

1. (a) You have read and understood these Terms;

2. (b) You have agreed to adhere to these Terms, which constitutes your agreement to be bound by these Terms that establishes a contractual relationship between the Company and you;

3. (c) You are legally capable of entering into a binding agreement with the Company;

4. (d) You are not in breach of any applicable laws or third-party rights by entering into a contractual relationship with the Company;

5. (e) You are duly authorised to enter into a legal, contractual relationship with the Company (if applicable); and

6. (f) You have read the Privacy Policy and has provided your express consent for the Company to use your Personal Data in accordance with the Privacy Policy.

7.7 You shall immediately report to the Company if there is any change to any of the representations and warranties contained in these Terms.

7.8 The Company reserves the right to decline your application in any of the circumstances below:

1. (a) If you have a former Account with the Company, and the former Account was terminated or suspended for any reasons whatsoever, and you have not obtained the written approval from the Company for your Account to be reinstated;

2. (b) If the Company is unable to verify your identity, and you fail to respond to any requests for verification by the Company;

3. (c) If you have provided false information;

4. (d) If you are in breach of any of the provisions under these Terms; and/or

5. (e) If the Company in its own judgment believes that by allowing your application is detrimental to the Company and/or other user of the Platform.

7.9 The contractual relationship between the Company and you shall commence as soon as your Account is successfully registered.

7.10 You are responsible for keeping your username, password and login details secure, and for preventing unauthorised access to your Account. You will be solely responsible for all the use of the Account, and any acts or omissions arising from your Account, whether or not such acts or omissions are authorised by you.

7.11 If you become aware of any unauthorised use of your Account and/or any theft of your username and/or password by a third party, you shall immediately notify the Company and follow the instructions of the Company.

7.12 The Company shall not be liable for any damages suffered by you as a result of your violation of these Terms.

7.13 You may delete your Account if you choose to discontinue the Services using the Platform. Deletion of your Account can occur at any time as long as the 24-hour cancellation policy is followed, and no outstanding balances exist.

7.14 The Company may, on its sole discretion and without any prior notice to you, suspend or terminate your Account upon occurrence of any of the events listed below:

1. (a) You violate any applicable laws and regulations;

2. (b) You use the Platform, the Services and/or the Account for any unlawful purpose;

3. (c) You misuse, abuse and/or manipulate your Account for fraudulent purposes which includes but not limited to misuse and/or abuse of promotions/coupons/discounts provided by the Company;

4. (d) You breach any of these Terms, and if such breach is capable of remedy, you fail to remedy the breach within the time stipulated after receiving notice from the Company;

5. (e) You fail to fulfil any obligation or duty under these Terms within the stipulated due date;

6. (f) When any of your information is found to be false or incorrect;

7. (g) You do anything which damages the goodwill or reputation of the Company;

8. (h) You misuse any information obtained through the Services and/or the Platform;

9. (i) You fail to pay any sums that you may owe to the Company;

10. (j) You threaten, annoy, abuse or harass the Therapist or the Client (as the case may be);

11. (k) You threaten, annoy, abuse, or harass other users of the Platform;

12. (l) The Company receives multiple complaints from the Therapists or the Clients (as the case may be); and/or

13. (m) You do any act which the Company is of the view that suspension or termination of the Account is fit and necessary.

7.15 You acknowledge, consent and agree that the Company may access, preserve and/or disclose the information contained in the Account if it is necessary to:

1. (a) comply with any laws and regulations;

2. (b) comply with any legal processes;

3. (c) enforce these Terms;

4. (d) respond to any claims brought by any person;

5. (e) respond to your requests; and/or

6. (f) protect the rights, property and personal safety of the Company, the Therapists, the Clients and/or the public.

7.16 You shall

1. (a) not do anything to breach, circumvent or contravene these Terms;

2. (b) not commit or encourage any criminal offence;

3. (c) not commit or encourage any fraudulent act;

4. (d) not corrupt, exploit, mine, or steal information from the Platform;

5. (e) not send or post any irrelevant, illegal, or otherwise objectionable content or information (such as computer programs and advertisements) on the Platform;

6. (f) not infringe the intellectual property rights of the Company;

7. (g) not carry out any acts that may damage the reputation and goodwill of the Company;

8. (h) not use the information provided to you for the purposes other than the purpose stated in these Terms;

9. (i) not solicit or sell to any persons including the Clients and the Therapists other services and products during and/or after the Services, using the Platform, and the information provided to you;

10. (j) not advertise or promote any products or services of third party during and/or after the Services, using the Platform, and the information provided to you;

11. (k) not use the Platform in any manner that could damage, disable, overburden, impair the Company’s servers or networks, or interfere with any other party's use and enjoyment of the Platform and/or the Services;

12. (l) not attempt to gain unauthorised access to any of the Services, Accounts, computer systems or networks through hacking, password mining or any other means; and/or

13. (m) not post or transmit any material which contains viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware.

8. 8. The Therapists

8.1 If you are a Therapist, you hereby warrant that you are accredited with a recognised academic qualification in psychology, and registered with a recognised professional healthcare body qualified to provide mental healthcare. You further agree and undertake to abide by the ethical and professional guidelines as outlined by the professional body you are registered with and/or governed by. You also warrant and undertake that you have a valid and subsisting professional indemnity insurance and you will keep such insurance valid as long as you are providing the Services through the Platform. It is also your responsibility to ensure that you are complying with all laws and regulations that are relevant to you, whether in Hong Kong or elsewhere, in providing the Services including but not limited to ensuring that you are allowed by such laws and regulations to provide the Services outside the location of which you are located. The Therapists shall indemnify, defend, and hold the Company, and its directors, shareholders, employees, partners, agents, contractors, directors, suppliers, vendors and representatives harmless against any third-party claims, losses, liability, fines, penalties, damages, legal fees and or costs arising from a breach of this Clause by the Therapists.

8.2 All Therapists are independent service providers, who are not employed by nor representatives of the Company. All services provided by the Therapists are the responsibility of the respective Therapists who provide them. It is expected that the Clients engage with the Therapists and their services voluntarily and that the Clients use their own best judgment in doing so. If services provided by a Therapist do not suit the needs or expectations of the Client, the Client can voluntarily discontinue the services of such Therapist or change to a different Therapist on the Platform any time so long as the 24-hour cancellation policy for appointments are followed (see Section 7.1 above). Likewise, if a Therapist experiences a conflict of interest or recognises that the Client’s needs are outside his or her field of expertise, the Therapist may may email to info@ariseasia.net about the situation.

8.3 The crucial factor in therapy is the collaborative relationship between the Therapist and the Client. Therapy involves not only a financial commitment but also one of time and energy, so it is important that Clients feel content with the Therapists they choose to work with and to the best of the Client’s ability to provide feedback to the Therapist when this would benefit the therapeutic relationship.

8.4 Some Therapists may have separate forms they would like the Clients to sign in addition to the agreement provided by the Platform. The Company is not privy to and has no knowledge about these forms, and takes no responsibility for the contents of these forms. The decision lies entirely with the Client whether the Client wishes to sign the additional forms or not. Both Clients and Therapists confirm that all information provided during the Services in or through the Platform now and in the future, is accurate, true, current, and complete. The Company will not be liable to the Clients, the Therapists, nor any third party, for the accuracy, reliability, timeliness, or completeness of information provided by the Clients and/or the Therapists, or any other data or information provided or received through the Platform.

8.5 The Services which mainly cover mental health services include, but are not limited to, psychotherapy, coaching, and counselling (collectively “Therapy”). The Therapists shall only practise the Therapy using the approaches and styles that they have been trained in, not to misrepresent own skills or areas of expertise and specialty, and to stay current with continued professional development. In this regard, the Clients understand and agree that any Therapy can be complex and requires active effort on the Client’s part both during and between sessions, as guided by the Therapists.

9. 9. Payment and Fee

9.1 Upon registration of an Account, all Therapists are required to provide their own bank account details for the purposes of receiving the Fees from the Company.

9.2 The Clients are required to pay a Fee for the Services which shall be paid upon confirmation of an appointment. Within 1 days from the completion of the Services, the Company will pay the Fee minus the Platform Fee to the Therapists’ bank accounts which were provided to the Company upon registration of Account.

9.3 If the Clients cancel a confirmed appointment less than 24 hours from the time of the appointment, the Fee will be forfeited. For the avoidance of doubt, the forfeited Fee will not be paid to the Therapists.

9.4 The Company reserves the right to withhold payment to the Therapists whether in full or in part if any of the following events occurs:

1. (a) if the Therapist breaches any laws and regulations;

2. (b) if the bank account details do not match with the details of the Therapist which were provided by the Therapist upon registration of his Account; and/or

3. (c) if the Therapist breaches any of these Terms.

9.5 The Therapists shall be responsible for submitting any income taxes that may be charged by the relevant authorities for the income that the Therapists may earn from providing the Services through the Platform.

10. 10. Confidentiality

10.1 As the Client you are entitled to full confidentiality. This means that any information you provide in oral or written form will not be revealed to anyone without your explicit written consent.

10.2 There are a few exceptions to this which will obligate the Therapists and/or the Company to break this confidentiality, as follows:

1. (a) if there is a reason to believe that the Client constitutes a serious risk of harm to himself or another individual and/or property;

2. (b) if there is a reason to suspect abuse of vulnerable individuals, such as children or elderly; and/or

3. (c) if the Therapist and/or the Company is required by law and/or any authorities to disclose the Client’s information.

10.3 Your Personal Data will be handled in line with these confidentiality regulations and the Personal Data (Privacy) Ordinance of Hong Kong (Cap. 486). Please refer to our Privacy Policy.

10.4 It is your responsibility to protect the confidentiality and security of your username and password, your e-mail accessibility and the safety and security of any computer, mobile phone and/or any other equipment and/or hardware you use to access the Platform or communicate with the Therapists or the Clients (as the case may be). If any Client wishes to utilize his medical insurance, he will need to authorize us to communicate with his insurance company in order to receive the relevant benefits failing which the Client shall pay the Fee on his own.

11. 11. Content & Copyright

11.1 “Content” means contents, texts, data, graphics, images, visual interfaces, artworks, logos, icons, photographs, video, audio, information, suggestions, guidance, source code, underlying technology or software, computer code, downloadable files, software applications, interactive features, tools, services and other materials provided or used to allow access to the Platform, made available or otherwise found through the Platform, including without limitation Content provided in direct response to a Client’s or a Therapist’s questions or postings and Content that is contributed by the Clients and/or the Therapists.

11.2 The Company is the sole owner (or the licensee, where applicable) of all Content. You shall not copy, transmit, publish, distribute, broadcast or reveal any Content to any third parties without the prior written consent of the Company. Any use of the Content for any purpose not expressly permitted by these Terms is strictly prohibited.

11.3 You acknowledge and agree that any Content provided on the Platform by the Company, the Clients, the Therapists and/or other third parties do not constitute an advice, diagnosis, or treatment, nor is it a substitute for the same. All Contents are purely for informational, educational, matching, scheduling, and pricing purposes only. The Company derives information from sources which are believed to be accurate and up to date as at the date of publication and reserves the right to update this information at any time. The Company cannot be held liable for any damages resulting from this Content.

11.4 You agree that you will not post or transmit any material or information which is offensive, defamatory, obscene, unlawful, vulgar, harmful, threatening, abusive, harassing or ethnically objectionable. You agree not to post or transmit any unsolicited advertising or promotional materials; or any material in which the copyright is owned by another person or entity, and you warrant that all material posted or transmitted is your original work and not sourced from any third party.

12. 12. Release of and Waiver of Liability

12.1 The Clients and the Therapists, for themselves, and their legal representatives, spouse, heirs and assigns, hereby release and forever discharge and hold harmless the Company and its officers, directors, agents, insurers and representatives, and successors from any and all liability claims and demands of whatever kind of nature, either in law or in equity, which may arise from any activities and/or engagement between the Clients and the Therapists including (without limitation) any act, omission, opinion, response, advice, suggestion, information and/or service and/or any other Content or information accessible through the Platform.

12.2 The Clients and the Therapists hereby understand, agree and acknowledge that the Company shall not be liable to them or any third party for any indirect, incidental, consequential, special, punitive or exemplary damages. The Clients and the Therapists agree not to bring any action against the Company for any such damages.

12.3 Clients and Therapists hereby agree and acknowledge that the Platform is provided ‘as is’ without any express or implied warranties of any kind, including but not limited to merchantability, non-infringement, security, fitness for a particular purpose or accuracy. The use of the Platform is at the own risk of the Clients and the Therapists. To the fullest extent of the law, the Company expressly disclaims all warranties of any kind, whether expressed or implied.

12.4 The Company shall not in any way be liable for any injuries, losses and/or damages that may arise from the Services provided by the Therapists to the Clients including but not limited to malpractices by the Therapists. The Company shall also not be liable for any disputes between the Therapists and the Clients.

12.5 The Therapists shall indemnify, defend, and hold the Company, and its directors, shareholders, employees, partners, agents, contractors, directors, suppliers, vendors and representatives harmless against any third-party claims, losses, liability, fines, penalties, damages, legal fees and or costs arising from:

1. (a) the Therapist providing the Services to his Clients;

2. (b) the Therapist’s dealings with the Clients or with third parties;

3. (c) the Therapist’s breach of applicable laws and regulations of the Hong Kong SAR or any other country;

4. (d) the Therapist’s breach of third-party rights including any right of privacy, publicity rights or intellectual property rights;

5. (e) the Therapist’s breach of any of these Terms; and/or

6. (f) any other party’s access and use of the Platform with the Therapist’s unique username, password, or other appropriate security code.

12.6 The Clients shall indemnify, defend, and hold the Company, and its directors, shareholders, employees, partners, agents, contractors, directors, suppliers, vendors and representatives harmless against any third-party claims, losses, liability, fines, penalties, damages, legal fees and or costs arising from:

1. (a) the Client’s breach of any of these Terms; and/or

2. (b) any other party’s access and use of the Platform with the Clients unique username, password, or other appropriate security code.

13. 13. Governing law and jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China. You irrevocably agree that the courts of Hong Kong shall have non-exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms and irrevocably submit all disputes to the jurisdiction of the Hong Kong courts.

14. 14. Entire Agreement

These Terms shall constitute the entire agreement of the Company and you and supersede all preceding and contemporaneous agreements between the Company and you. Any waiver of any provisions of these Terms will be effective only if it is in writing and signed by both the Company and you.

15. 15. No Waiver

No failure to exercise or any delay in exercising any right of remedy by the Company under these Terms shall operate as a waiver thereof.

16. 16. Severability

If any provisions of these Terms shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected or impaired.