THESE TOGETHERALL PROFESSIONAL TERMS ARE INCORPORATED TO OUR TOGETHERALL CUSTOMER TERMS. EACH ORDER FORM, TOGETHERALL LIVE THERAPY SERVICES TERMS, TOGETHERALL PROFESSIONAL TERMS AND TOGETHERALL CUSTOMER TERMS IN FORCE AT THE TIME THE ORDER FORM IS ACCEPTED BY TOGETHERALL WILL FORM A SEPARATE AGREEMENT BETWEEN YOU AND TOGETHERALL
BACKGROUND
(A) Togetherall Professional Services is a tool that allows Prescribers nominated by the Customer (e.g. GPs and other health professionals, or non-clinical administrative staff) to directly refer individuals to the Support Network or to the Live Therapy Services.
(B) These terms regulate the access and use of the Togetherall Professional Services referral tool by the Customer and its nominated Prescribers.
AGREED TERMS
1. Interpretation
The definitions and rules of interpretation in this Clause apply in these terms.
1.1. Capitalised terms not defined herein shall have the meaning ascribed to them in Clause 1 of Togetherall Customer Terms (Interpretation).
Account – means the account that is created for the Prescriber on the Togetherall Professional Platform;
Togetherall Customer Terms – means the customer terms and conditions, in force at the time the Order Form is accepted by Togetherall;
Togetherall Professional Platform – means the digital platform provided by Togetherall through which the Prescriber can make a Prescription for a User;
Togetherall Professional Terms – means the version of these terms that are in force at the time the Order Form is accepted by Togetherall;
Togetherall Professional Portal Description – means the information as set out in Schedule 1;
Prescriber – means the Customer employee, health professional, GP or administrative worker who has an Account on the Togetherall Professional Platform and who has the capacity to prescribe Users for access to the Support Network or for Live Therapy Services; and
Prescription – means the referral by a Prescriber for the Referred Individual to receive any of the Support Services.
Referred Individual – means an individual that is the subject of a Prescription (which could be a User or an individual that has not yet registered as a User);
Session or Sessions means each of the prescribed online 1:1 therapy sessions over secure video / audio / instant messaging or similar means.
1.2. In the event of conflict or inconsistency between these Togetherall Professional Terms and the Order Form, these terms shall prevail. In the event of conflict or inconsistency between these Togetherall Professional Terms and Togetherall Customer Terms, Togetherall Customer Terms shall prevail.
2. Link to Customer Terms and Conditions
2.1. These Togetherall Professional Terms are incorporated to our Togetherall Customer Terms. Each Order Form, Togetherall Live Therapy Services Terms, Togetherall Professional Terms and Togetherall Customer Terms in force at the time the Order Form is accepted by Togetherall, will form a separate Agreement between the Customer and Togetherall.
2.2. The terms of the Agreement (including these Togetherall Professional Terms) shall apply to the Togetherall Professional Services that Togetherall provides to the Customer, the Prescribers and its Referred Individuals to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Services
3.1. The Customer acknowledges and agrees that the Togetherall Professional Services is a platform through which Customer nominated Prescribers: (i) are provided with a personal Account; (ii) prescribe access to the Support Network services, or Live Therapy Services on behalf of the Customer for specific Referred Individuals; (iii) communicate and share information with Togetherall and Togetherall Therapists and (iv) receive information from Togetherall and Togetherall Therapists about the activity of specific Referred Individuals Prescribed by the Customer nominated Prescribers (i.e. whether the Referred Individuals have activated the Prescription and are attending each of the Sessions, etc).
3.2. The Togetherall Professional Services will be provided pursuant to the requirements and as described in the Togetherall Professional Portal Description.
4. Customer Obligations
4.1. The Customer shall (and shall ensure that its nominated Prescribers):
4.1.1. fully cooperate with Togetherall in a timely manner in all matters relating to the Togetherall Professional Services to enable Togetherall to comply with its obligations under the Agreement (and provide any reasonable assistance to Togetherall that may be necessary for the performance of the Togetherall Professional Services);
4.1.2. provide to Togetherall in a timely manner all documents, information, items and materials in any form (whether owned or controlled by the Customer or a third party) necessary for the provision of the Togetherall Professional Services or reasonably required by Togetherall and ensure that they are accurate and complete in all material respects;
4.1.3. ensure that all Personal Data contained in the documents, information, items and materials provided to Togetherall have been obtained and provided lawfully with all required consents and permissions of the data subject whom it concerns;
4.1.4. promptly grant any approvals, that may be needed from time to time for the provision of the Togetherall Professional Services;
4.1.5. provide clear verification criteria to allow Togetherall to identify the Customer nominated Prescribers during the Account set up and during the provision of the Togetherall Professional Services within the time periods reasonably specified by Togetherall.
5. Data Protection
5.1. Each of Togetherall and the Customer shall comply with all applicable requirements of the Data Protection Legislation. This Clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
5.2. The Customer shall ensure that only Prescribers who are bound by equivalent confidentiality obligations as the Customer has in connection with any Confidential information disclosed by the parties under the Agreement (which includes any Personal Data) shall be nominated as Prescribers and have access to the Togetherall Professional Services.
5.3. This Clause 5 sets out the framework for the processing of Personal Data under the Togetherall Professional Services including but not limited to any Shared Personal Data between the parties as Controllers. The Agreement terms that pertain to the use of Personal Data when a separate Controller to Controller relationship exists between the Customer and Togetherall are referred to in Clause 10.4 of the Customer Terms and Conditions.
5.4. Togetherall and the Customer acknowledge and agree that, in most scenarios under the Togetherall Professional Terms, they will act as joint Controllers in relation to any Personal Data they access about the Referred Individuals or the Prescribers.
5.5. The parties do not currently envisage any scenarios where a party will act as a Processor of the other party given that each Togetherall and the Customer need to comply with their own contractual and regulatory obligations.
The Parties act as Joint Controllers
5.6. Clause 5.6 to 5.8 shall apply to scenarios where Togetherall and Customer are Joint Controllers (e.g. (i) when a Prescriber shares certain medical information about the Referred Individual with Togetherall or directly with a Togetherall Therapist; (ii) when the Prescriber, on behalf of the Customer, or the Customer on a need to know basis, and Togetherall may both view whether the Referred Individual has activated their account or Prescription, and (iii) where the Togetherall Therapist clinical notes or documentation are shared with the Customer on a need to know basis, for the purpose of enabling the Referred Individual to receive the Support Services).
5.7. The parties acknowledge and agree that they will act as Joint Controllers when they process Shared Personal Data in the context of the provision of Togetherall Professional Services and this shall be assessed by the parties on a case by case basis (e.g. background or medical information about a specific Referred Individuals may be shared by the parties for the purposes of considering and setting up the provision of live therapy Sessions and this could qualify as Shared Personal Data when the data is shared between the parties, and processed jointly, for the same purposes).
5.8. If and when, each of the parties process Personal Data as Joint Controllers, each of Togetherall and the Customer shall:
5.8.1. ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the other party for the joint purposes;
5.8.2. give full information to Referred Individual whose Personal Data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, Personal Data relating to them may be retained;
5.8.3. not to disclose or allow access to the Shared Personal Data to anyone other than the parties’ representatives and Togetherall’s Therapists and always on a need to know basis (“Permitted Recipients”);
5.8.4. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) in accordance with Data Protection Legislation;
5.8.5. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
5.8.6. not transfer any Personal Data received from the Data Discloser outside the EEA unless the transferor:
5.8.6.1. notifies the other party in advance;
5.8.6.2. comply with the provisions of Articles 26 of the GDPR or the equivalent provision under the Data Protection Act 2018 as applicable (in the event the third party is a joint Controller); and
5.8.6.3. ensures that: (a) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR or the equivalent provision under the Data Protection Act 2018 as applicable; (b) there are appropriate safeguards in place pursuant to Article 46 GDPR or the equivalent provision under the Data Protection Act 2018 as applicable; or (c) one of the derogations for specific situations in Article 49 GDPR, or the equivalent provision under the Data Protection Act 2018 as applicable, applies to the transfer;
Mutual assistance
5.8.7. Each party shall use reasonable endeavours to assist the other in complying with all applicable requirements of Data Protection Legislation in connection with the Shared Personal Data. In particular, in relation to the Shared Personal Data, each party shall:
5.8.7.1. inform the other party on request, about any notices given to the relevant Referred Individuals;
5.8.7.2. promptly inform the other party about the receipt of any Data Subject request and the steps such party is taking to comply with such request;
5.8.7.3. provide reasonable assistance to the other party to comply with any Data Subject request or with the other party obligations under the Data Protection Legislation including, without limitation, with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
5.8.7.4. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation including but not limited to any Personal Data Breach (and inform the other party on request, about the procedures it has in place to deal with Personal Data Breaches in accordance with Data Protection Legislation);
5.8.7.5. maintain complete and accurate records and information to demonstrate its compliance with this Clause 5 and with Data Protection Legislation;
5.8.7.6. provide the other party with contact details of at least one current representative as point of contact and responsible manager for all issues arising out of the Data Protection Legislation; and
5.8.7.7. provide adequate training to relevant staff.
6. Liability and Indemnity
6.1. To the extent that the Togetherall Professional Services provided by Togetherall are based on inaccurate, incorrect or incomplete data provided by the Customer (or its Prescribers, sub-contractors or suppliers), or instructions or information provided by the Customer (or its Prescribers, sub-contractors and suppliers) to Togetherall, Togetherall shall not be liable or responsible for any claims or losses suffered by the Customer as a result of Togetherall providing the Togetherall Professional Services to the Customer, the Prescribers and its Referred Individuals, relying on such inaccurate, incorrect or incomplete data, instructions or information.
6.2. The Customer shall indemnify Togetherall against all claims, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Togetherall arising out of or in connection with:
6.2.1 any claim made against Togetherall by a third party, including Prescribers and Referred Individuals, arising out of or in connection with the provision of the Togetherall Professional Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the terms of this Agreement by the Customer, its employees, agents or subcontractors.
Schedule 1
Togetherall Professional Portal Description
Togetherall Professional is a platform allowing a Prescriber to provide Togetherall with the information required to send individuals an email prescription. In the case of Live Therapy, further information is required from the prescriber in order to treat the individual. View-only access is provided to the Customer so that they can follow up and check information about each of the individuals and their progress on Togetherall. For each referral made:
