Terms and Conditions for Clients
Innerly
Last Update: 06.09.22
Welcome to Innerly. The use of the Platform is subject to these terms of use. Please read them carefully before using the Platform. Before agreeing to these Client Terms, please read our Privacy Policy which forms an integral part of your conditions of membership. If you do not agree to these Terms and Conditions, please do not use the Mobile Application and Website.
Please be aware: Innerly cannot offer emergency support and is not suitable if you are in a crisis. If you are contemplating suicide or believe you are at risk of harming yourself or someone else, please access the resources available at the bottom of the home page.
Owner of the Platform
Innerly Limited
2708 Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong
Owners email: hello@getinnerly.com
General information
Innerly is a technology platform connecting users and consultants and facilitating service delivery with software tools to enable and enhance wellness consultations. The service is accessible through a mobile application.
Therapy services are not provided by us but by the Consultants who are independent of Innerly with whom sessions are booked.
When you book a session, you are entering into an agreement with each relevant Consultant and not Innerly.
Innerly is not a party to any agreement between you and any Consultants and Innerly can accept no responsibility for Consultants. By using the Service, you confirm that you understand and agree to use the Service on such terms.
This agreement governs the use of the platform and does not enter into the agreement between you and the Consultant.
1. DEFINITIONS
"This Platform" refers to this website, including its subdomains and any other sites through which the Owner offers the Service; applications for mobile devices, tablets or similar;
“Terms and conditions” (or “Terms”, or “Agreement”): the following general conditions of service;
“Parties”: are the parties who enter into the agreement, specifically You and the Consultant;
“Consultant” “Consultant”, and similar terms: both in the singular and in the plural, are referred to the Practitioner, the person or company who is registered with us and advertising its services on our Platform;
“Owner“, ”We”, “our” and similar terms: refer to the Company which owns and manages Innerly;
“User”, “Client” “You”, “Your” and similar terms are referred to you, the User who books a session with the Consultants. Please note that the term User may also be referred to as Consultants in some common provisions;
“Services”: the services offered by Innerly as described by these Terms;
“Services Contract”: means the contract that the Consultant enters into with the Client;
“Session”: means the time set aside for a Consultation (and/or for which a Client is obliged to pay whether the services have been actually undertaken or not);
“User Content”: means all the data, information or advertising material provided by Consultant;
“Force Majeure” means an event or sequence of events beyond reasonable control preventing you, the Therapist or us delaying from performing the obligations under this Agreement save that an inability to pay is not a Force Majeure event;
1.1. Amendments to the Terms
Innerly reserves the right to modify the terms and conditions at any time, and you will be informed by appropriate notice inside the site itself.
For these reasons, Users are invited to consult the latest version of these Terms and Conditions before using the Service.
Applicable Terms and Conditions are those displayed / available on the date of the use of the service.
Users who continue using Innerly after the publication of amendments accept the new terms without reservation.
1.2. Agreement Acceptance
In order to use Innerly, you must read carefully and accept this agreement and the Privacy Policy which is an integrated part of this agreement
If you don’t accept these Terms, you will not be able to use the service.
2. User Account
2.1. Account Registration
Users must be over the age of 18 to register with the Service.
Consultant sessions for minors are available through the platform. In order to access these a parent or legal guardian must register on behalf of the minor and agree to be responsible for complying with our terms and conditions.
Users have to register by providing, in a truthful and complete way, all the data required in the relative registration form and accept the Privacy Policy together with the present terms.
It is your responsibility to keep your access credentials confidential and ensure they are not given to third parties.
Registration credentials must be used only by you. If you believe that somebody else has access to them or in case of suspicious use, please inform us immediately and change your password to your account.
Innerly can not be considered responsible for loss, disclosure, theft or unauthorised use by third parties, at whatever title, of the User access credentials.
2.2. Cancellation and Users account closure
If you no longer wish to continue Services with a particular Consultant, you can terminate your agreement with them by letting them know. This is most usefully done during a session so the ending can form part of the Service, alternatively, you can email any queries you have to support@getinnerly.com. Once your Consultant is informed, no sessions will be booked. Please see the cancellation policy in the case of sessions already booked at the time that you inform the Consultant of your intention to terminate Services.
You can disable your own account within the app, or request your account be deleted at any time by sending an email to support@getinnerly.com.
Innerly reserves the right at its sole discretion to remove or decline any individual access to the Platform. In which case, if a user account has been created it will then be deleted.
All interactions between Consultants and Users must take place within the Platform and any breach of this will result in the cancellation or closure of the account.
3. Use of the Platform and its Content
3.1. How to book a Session
Users may search for Consultants on the Service using search criteria related to any information provided by the User through the Service, including, but not limited to, location, services offered, and name. The Platform will suggest a number of relevant Consultants based on the User's search criteria. Users can book a Session only if they have registered an account with the Platform.
Any request by the User to attend a session will only become binding between you and the Consultant when the booking of the session is confirmed.
Based on the information you provide, we try to match you with the Consultants who will be the best fit for you. However, there is no guarantee that if you book a session with one of these Consultants, you will be accepted as a Client by them. Provision of Service provided is at the sole discretion of the Consultant. The Consultant may deem themselves unable to help or that the services they offer are not appropriate for your needs. This may be at the outset of the Service or at any point in Sessions.
We have agreed with the Consultant that initial free consultation will be arranged upon the first interaction of the User and Consultant to assess the suitability.
By booking a session, you agree not to attend any session under the influence of non-prescription drugs or alcohol. Similarly, you agree not to become insulting, abusive or act in any other way that results in the Consultant being unable to continue with the session. If the Consultant believes this to be the case, they have the right to end the session and you will be liable for the cost of the session.
3.2. User Confidential Information
All information you share on the platform will remain strictly confidential. In particular, all material and information given by the User to the Consultant will remain within their relationship and will not be shared.
In particular, Users may be required by the Practitioner to provide: (i) background information of the User; (ii) details of symptoms; and (iii) to sign a disclaimer. All Practitioners are required, in accordance with the confidentiality and privacy policies of this Platform, to keep all information provided by Users confidential and to hold all such information with the data protection regulations and all applicable laws.
3.3. Contents on this Platform
Unless otherwise specified or clearly recognisable, all content available on this Platform is owned or provided by Innerly.
We take the utmost care to ensure that the content available on this Platform does not violate applicable law or the rights of third parties. However, it is not always possible to achieve this result.
In such cases, without prejudice to any legally enforceable rights and claims, please address complaints to support@getinnerly.com.
3.4. Rights on the contents of this Platform
The Owner holds and expressly reserves all intellectual property rights over the aforementioned contents.
The Users are not authorised to use the contents in any way that is not necessary or implicit in the correct use of the Service.
In particular, but without exclusions, Users are prohibited from copying, downloading, sharing beyond the limits specified below or allowing third parties to undertake such activities through their User account or device, even without their knowledge.
Where expressly indicated on this Platform, the User is authorised to download, copy and/or share certain content available on this Platform exclusively for personal and non-commercial purposes and on the condition that the attribution of the paternity of the work is observed as well as the indication of any other relevant circumstance required by us.
The limitations and exclusions foreseen by the copyright law remain valid.
3.5. Access to external resources (third parties services)
Through this Platform, the Users may have access to resources provided by third parties. Users acknowledge and accept that Innerly has no control over these resources and therefore is not responsible for their content and availability.
The conditions applicable to the resources provided by third parties, including those applicable to possible concessions of rights on contents, are determined by the third parties themselves and governed by the relevant terms and conditions or, in their absence, by the law.
3.6. Permitted Use
This Platform and the Service may be used only for the purposes for which they are offered, according to these Terms and to the applicable law.
It is the exclusive responsibility of the User to ensure that the use of this Platform and/or the Service does not violate the law, regulations or rights of third parties.
4. User Rights
4.1. Cancellation Policy
If you do not provide your Consultant with clear notification of cancellation of an appointment with at least 48 hours prior notice to the appointment time, or if you do not attend a session as scheduled, you will be charged for the full cost of the session.
4.2. Refund Policy
If any appointment is cancelled 48 hours or more prior to the appointment and you wish to not modify the booking, we will issue a refund of the payment for the session.
If any appointment is cancelled within 48 hours the full fee will not be refunded.
In the unavoidable event that the Consultant cancels the appointment, and you wish to not accept the modified booking, you will be refunded the full session payments.
5. Payment
5.1. Methods of payment
The details of the accepted payment methods are highlighted during the booking process.
All payments are managed independently by third party services. Therefore, this Application does not collect data relating to the payment, such as credit card numbers, but receives a notification once the payment is successful.
Innerly uses Stripe as a secure payment gateway, you can view the terms of use of the service here.
5.2. Prices
Use of the Platform is free. By booking a session with a Consultant, you agree to pay the applicable fee. We reserve the right to change fees as per the Consultants requirements and will give notice to existing users of the Platform.
5.3. Fee
When you book a session, you are agreeing to pay the session fee as advertised at time of booking. You are agreeing for payment to be taken when you book the session.
6. Limitation of Liability
6.1. Limitation of liability for the activities of the User on this Application
Users acknowledge and accept that Innerly is limited to providing Users with the technical infrastructure and functionalities available on this Platform. Innerly does not provide services.
Innerly does not intervene in any way as an intermediary, moderator or promoter in the interactions, agreements or transactions between Users and therefore declines any responsibility for such interactions between Users, and for the fulfilment of any obligations by Users.
In particular, you acknowledge and accept that Innerly is not involved in the relationships between Users acting as Consultants or Clients respectively on this Platform. We attempt to verify credentials but are not responsible for credentialing Consultants or verifying that they are in good standing with their regulatory bodies.
In particular, Innerly declines any responsibility for:
7. Common Provisions
7.1. Interruption of service
In order to ensure the best possible level of service, we reserve the right to interrupt the Service for maintenance purposes, system updates or any other change, giving appropriate notice to Users.
In addition, the Service may be unavailable due to causes beyond our reasonable control, such as force majeure (e.g. strikes, infrastructure malfunctions, power outages, etc).
Within the limits of the law, we reserve the right to suspend or completely terminate the Service. In the event of termination of the Service, we will ensure that Users can retrieve their Personal Data and information in accordance with the provisions of the law.
7.2. Service reselling
The Users are not allowed to reproduce, duplicate, copy, sell, resell or exploit any portion of Innerly and of its Service without the Owner's express prior written permission, granted either directly or through a proper reselling program.
7.3. Privacy policy
For information about the use of personal data, please refer to the Innerly Privacy Policy.
7.4. Intellectual property rights
All the brands, trade brands or word marks, and all the other signs, commercial names, service brands, trade names, illustrations, images, videos, and logos that appear regarding Innerly are and remain the sole property of the Owner or Their licensors and are protected by the existing laws on trademarks and of the relative international treaties.
All the brands and other signs, commercial names, service brands, word marks, trade names, illustrations, images, and logos regarding third parties and the contents published by third parties on Innerly are and remain the exclusive property or at disposal of such third parties and their licensors and are protected by the existing laws on trademarks and of the relative international treaties.
Innerly does not own the ownership of such exclusive property and can use them within the limitation and in accordance with the concluded agreements with such third parties and for the outlined purposes.
7.5. Assignment of Agreements
We reserve the right to transfer, assign, dispose by novation, or subcontract all or any rights or obligations under these Terms, as long as the Consultant’s rights under the Terms are not affected.
Users will be promptly informed in such cases.
Users may not assign or transfer any of their rights without written authorisation by Innerly.
7.6. Notifications
All communications regarding Innerly must be sent using the contact information indicated in these Terms.
7.7. Severability
Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts.
In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.
Without prejudice to the above, the nullity, invalidity or the impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.
7.8. No Implied Waiver
The owner's failure to exercise any statutory rights or claims under these Terms shall not constitute a waiver thereof. No waiver shall be deemed conclusive with respect to a specific right or any other right.
7.9. Complaints
We hope that you have a positive experience with Innerly and that any sessions you book with a therapist help you to meet your goals.
If you are dissatisfied with your experience of the Platform, you can let us know at support@getinnerly.com.
8. Governing Law and Jurisdiction
8.1. Governing Law
These Terms and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with, the laws of Hong Kong SAR.
The User irrevocably agrees that the Courts of Hong Kong SAR will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
For Emergency Support please contact your local hotline, if you are unable to locate one please use resources such as https://www.oml.world/needhelpnow
Innerly is not intended to be a substitute for professional care. If you are struggling or suspect you are suffering from any mental health or other medical conditions, please seek immediate help from your doctor, local health service or one of the organisations listed on the link provided.
Terms and Conditions for Consultants
Innerly
Last Update: 10.08.22
Welcome to Innerly. The use of the Platform is subject to these terms of use. Please read them carefully before using the Platform. Before agreeing to these Consultant Terms, please read our Privacy Policy and our Cookie Policy which form an integral part of your conditions of membership. If you do not agree to these Terms, please do not use the Website.
Owner
Innerly Ltd.
2708 Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong
Owner’s email: consultants@getinnerly.com
General information
Innerly is a technology platform connecting users and consultants and facilitating service delivery with software tools to enable and enhance wellness consultations. The service is accessible through a mobile application.
1. DEFINITIONS
"This Platform" refers to this website, including its subdomains and any other sites through which the Owner offers the Service; applications for mobile devices, tablets or similar;
“Terms and conditions” (or “Terms”, or “Agreement”): the following general conditions of service;
“Parties”: are the parties who enter into the agreement, specifically You and the User;
“Consultant” “Consultant”, “you” and “your“ and similar terms: both in the singular and in the plural, are referred to you, the Consultant, the person or company who is registered with us and advertising its services on our Platform;
“Owner“, ”We”, “our” and similar terms: refer to the Company which owns and manages Innerly;
“User”, “Client” “Patient” and similar terms: are referred to the User who books a session with you. Please note that the term User may also be referred to as Consultants in some common provisions;
“Services”: the services offered by Innerly as described by these Terms;
“Advertising”: means your placing of any information on our Website in respect of the services you supply;
“Fees”: means the amount of commission you agree to pay us for each Session that you undertake with a Client, at such rates as are agreed between us;
“Services Contract”: means the contract that the Consultant enters into with the Client;
“Session”: means the time set aside for a Consultation (and/or for which a Client is obliged to pay whether the services have been actually undertaken or not);
“Consultant Content”: means all the data, information or advertising material provided by the Consultant;
“Force Majeure” means an event or sequence of events beyond reasonable control preventing the Consultant or us delaying from performing the obligations under this Agreement save that an inability to pay is not a Force Majeure event;
“Termination”: the termination of the Agreement howsoever caused.
1.2. Amendments to the Terms
Innerly reserves the right to modify the terms and conditions at any time, and you will be informed by appropriate notice inside the site itself.
For these reasons, Users are invited to consult the latest version of the Terms and Conditions before using the Service.
Applicable Terms and Conditions are those displayed / available on the date of the use of the service.
Users who continue using Innerly after the publication of amendments accept the new terms without reservation.
1.3. Agreement Acceptance
In order to use Innerly, you must read carefully and accept this agreement and the Privacy Policy which is an integrated part of this agreement
If you don’t accept these Terms, you will not be able to use the service.
2. YOUR MEMBERSHIP
2.1. Agreement
When advertising and conducting a session, you are entering into an Agreement with each relevant User and not Innerly.
Innerly is not a party to any agreement between you and any User and Innerly cannot accept any responsibility for Users or any issues arising out of any session.
By using the Service, you confirm that you understand and agree to use the Service on such terms.
The agreement that you enter into with Users each time they book and you conduct a session is appended to these Consultant Terms. Please read this carefully before taking bookings for and conducting wellness sessions.
Nothing in these Terms shall give rise to employment, agency or association relationship between the parties involved.
2.2. Account Registration
Consultants have to register by providing, in a truthful and complete way, all the data required in the relative registration form and accept the terms and conditions.
It is the Consultant’s responsibility of preserving and keeping all access credentials confidential. Registration credentials must be used only by the Consultant and they cannot be passed to third parties under any circumstances. Please inform Innerly immediately in case of suspicious use and/or disclosure of the access credentials.
Innerly will not be responsible for loss, disclosure, theft or unauthorised use by third parties, at whatever title, of the Consultants access credentials.
2.3. Verification Process
In order to register as a Consultant on the platform, you will be required to complete the application form to validate your credentials.
We will ask you to provide us with verification information regarding your credentials and we conduct individual interviews with Consultants who meet the registration criteria.
During the credential validation process you will also be able to choose what type of sessions you offer and the languages you speak.
The submission of a registration request form will constitute an offer by you to use the Services on the terms of this Agreement. Acceptance of a registration request is at our discretion.
Once a membership request has been accepted, and you have provided us with a suitable profile and photograph, we will upload these onto the Platform as soon as possible. We will review profiles prior to making them public.
Innerly will not be liable for any delay in or failure of delivery to the extent caused by your failure to:
2.4. Credentials for registration as a Consultant
We only accept Consultants with evidence of:
2.5. Cancellation and Consultants Account closure
Registered Consultants can disable their own accounts, stop using the Service or request cancellation at any time by sending an email to consultants@getinnerly.com.
Innerly reserves the right to suspend or delete the Consultants Account at any time without any forewarning if it is believed that:
This clause generally only applies to account termination, more information about termination of membership can be found in the Section below.
2.6. Termination and Post Termination
We value and protect our business interests consisting of confidential and business information and relationships with Users, to whom you have been introduced and had access through registration with us. For this purpose, you agree, for the duration of your use of Innerly services and 18 months after termination, not to:
3. SERVICES, USE OF THE WEBSITE AND ITS CONTENT
3.1. Confidential information
Consultants agree and undertake that they will respect the principle of confidentiality and keep confidential any information that is confidential in nature concerning the other party and the information relating to any Client.
Consultants need to be aware that analytic data is collected (including but not limited to the number of bookings accepted and rejected, and the time taken to confirm bookings) for quality and service improvement purposes.
3.2. Supply of the Services
For the duration of your membership, we grant you a non-exclusive, non-transferable license to use the Platform for the sole purpose of accessing and using the Service in accordance with the terms of the Agreement and for no other purpose.
The Service includes all the functionalities accessible on the platform, including, but not limited to, registration services, video calling, appointment booking, and invoicing, which allow Clients and Consultants to be introduced and establish a consultancy relationship in a confidential setting and basis. As a Consultant registered with us you confirm that you are completely independent of us in respect to the services you provide to a Client including, but not limited to, psychological assessment and therapy, treatment planning, clinical decision making, assessing and managing the Client’s risk to themselves and to/from others, managing any safeguarding issues that may arise and assisting in the onward referral to crisis or any other services if you identify this as being necessary for safe treatment. It is the Consultant's responsibility to assess risk and implement safety measures.
As a Consultant, you agree you will not use any Client personal data for anything other than the provision of wellness consultancy service.
For the proper delivery of their service, Consultants should ensure at all times:
To the extent possible, we encourage Consultants not to use or be involved in other platforms similar to Innerly due to confidentiality concerns.
3.3. Sessions with Users
Users may search for Consultants on the Service using search criteria related to any information provided by the user through the Service, including, but not limited to, location and services offered. The platform will suggest a number of relevant Consultants based on the user's search criteria.
You agree to use the Service in a professional and reasonable manner with these terms and in particular not to disclose any personal contact information or details in any way for any reason.
3.4. Connection with the User
You acknowledge and agree that Users may share information with us about you and your conduct with us to the extent necessary to enable us to monitor your compliance with these Terms and Conditions.
You understand and agree that any User/Consultant relationship developed between you and any user as a consequence of the use of the Innerly Service should continue to be conducted via the Innerly platform. All communications, bookings and transactions must be conducted through the platform. You will not provide therapy sessions, consultations, advice, or any service comparable or similar to that provided on the Innerly platform to any user with whom you have a relationship as a consequence of the platform. You will not lure or entice in any way Users away from the platform.
This term will apply even after termination of your account or deletion of your profile, whether voluntary or imposed by Innerly.
In the event that there is any breach of these terms and conditions then we reserve our rights expressly and fully in all respects with regard to damage caused to us.
3.5. Contents on this Platform
Unless otherwise specified or clearly recognisable, all content available on this Platform is owned or provided by the Owner or its licensors.
We take the utmost care to ensure that the content available on this Platform does not violate applicable law or the rights of third parties.
Without prejudice to any legally enforceable rights and claims, Users are requested to address their complaints to the contact details specified in these terms.
3.6. Consultant Content
Consultants are responsible for their own and third-party content that they share on Innerly, through their uploading, posting or by any other means.
Consultants hold the Owner harmless from any liability in connection with the unlawful dissemination of third-party content or the use of Innerly, in ways that are contrary to law.
Use of the Blog
The Consultant can submit items to the Company for publication on the blog. If the item is approved (at the sole discretion of the Company) then the Company will post it on the Blog.
If you would like to contribute content to the blog please submit the article to blog@getinnerly.com.
3.7. Rights on the contents of this Platform
We hold and expressly reserve all intellectual property rights over the contents of this Platform.
Consultants are not authorised to use the contents in any way that is not necessary or implicit in the correct use of the Service. The design and user experience are part of the intellectual property and under no conditions can be shared by the Users.
In particular, but without exclusions, Users are prohibited from copying, downloading, sharing beyond the limits specified below, modifying, translating, processing, publishing, transmitting, selling, sub-licensing, transforming, transferring/alienating to third parties or creating derivative works from the content available on this Platform, or allowing third parties to undertake such activities through their User account or device, even without their knowledge where expressly indicated on this Platform, the User is authorised to download, copy and/or share certain content available on this Platform exclusively for personal and non-commercial purposes and on the condition that the attribution of the paternity of the work is observed as well as the indication of any other relevant circumstance required by the Owner.
The limitations and exclusions foreseen by the copyright law remain valid.
3.8. Access to external resources (third parties services)
Users may have access to resources provided by third parties through this Platform. Users acknowledge and accept that the Owner has no control over these resources and therefore is not responsible for their content and availability.
The conditions applicable to the resources provided by third parties, including those applicable to possible concessions of rights on contents, are determined by the third parties themselves and governed by the relevant terms and conditions or, in their absence, by the law.
3.9. Permitted Use
This Platform and the Service may be used only for the purposes for which they are offered, according to these Terms and to the applicable law.
It is the exclusive responsibility of the User to ensure that the use of this Platform and/or the Service does not violate the law, regulations or rights of third parties.
4. FEE & PAYMENTS
4.1. Payments
Innerly is commission-based, with no subscription fees.
We take a fixed percentage regardless of the duration of the session. All Fees will be deducted by us directly from the Client’s payment. Session payment is taken automatically when the Client books an appointment from the payment details the Client provides.
You will receive payment for the sessions when the session is complete and marked as such on the system via completing the session outcome.
The relevant percentage will be agreed upon and discussed between the Company and Consultant and disclosed within the Consultant Agreement.
For the avoidance of doubt, it is confirmed that the transaction charges for Client payments made using credit/debit cards will be the Company's responsibility.
By using the service as a Consultant you agree to the fees that are applicable as are agreed from time to time between you and us.
We reserve the right to change the fee structure at our discretion, and in the event of any change, you will be duly notified of the change. The fee change will not affect sessions already in progress or those already booked with the Client.
The Consultant shall be responsible for any and all applicable taxes and such similar levies and impositions due and payable by the Consultant in all relevant jurisdictions and which arise out of the fees received by the Consultant.
If a Client has a dispute or complaint concerning session payment or other session-related issues, this will be taken up directly with the Consultant.
Prior to booking, Clients are informed that they will be charged for the session if they cancel. If a Client requests a refund, it is at the Consultant's discretion to decide if an exception should be made and payment refunded. If the payment is refunded, our commission will also be refunded. However, the Client will be charged a 5% Admin Fee to cover the Company’s expenses of dealing with the refund.
5. WARRANTIES
5.1. Service warranty
We will comply with all Hong Kong applicable laws, standards and good industry practices in the supply and delivery of the Services.
We will not be liable for any failure of the Services where such failure arises by reason of your wilful damage or negligence.
More information about the guarantees can be found in Section 6.
5.2. Consultant warranty
The Consultant shall guarantee and ensure that throughout the duration of the use of Innerly they will be in compliance with all regulations and professional guidelines required to perform the service they offer on the platform.
The Consultant shall provide all information to which it is obliged to the User and shall ensure that the User's rights are preserved, including the User's ability to withdraw from contracts concluded online for goods and services as required by Hong Kong and other legislation.
You will ensure that you carry out your service in full compliance with professional codes of conduct and all other codes of conduct applicable to the service you provide. You must notify us of any change in your professional status or anything that would affect our agreement. You will ensure that you maintain at all times:
6. LIMITATION OF LIABILITY
This section explains the limitations of liability in the use of the Platform.
6.1. Indemnification
You agree to indemnify and hold harmless the Owner and its subordinates, affiliates, officers, agents, co-branders, partners, suppliers and employees from and against any and all claims or demands, damages, obligations, losses, liabilities, burdens or debts and expenses, including, without limitation, legal fees and expenses arising out of:
If either party receives a notice or claim that also affects the other party, the other party shall:
Promptly notify the other party;
6.2. Limitation of liability for the Consultant's activities on this Platform
Innerly is provided strictly on an “as is” and “as available” basis. Use of the Service is at the Users’ own risk.
Consultants acknowledge and accept that the Owner merely provides Users with the technical infrastructure and functionalities available on this Platform. Consultants are fully responsible for their conduct in sessions.
The Owner does not intervene in any way as an intermediary, moderator or promoter in the interactions, agreements or transactions between Users and therefore disclaims any responsibility for such interactions between Users, and for the fulfilment of any obligations by Users.
Unless otherwise specified and subject to the applicable provisions of the law on product and service liability, any claim for damages against the Owner (or any natural or legal person acting on its behalf) is excluded.
The foregoing does not limit the Owner's liability for death, personal injury or damage to physical or mental integrity, damages resulting from the violation of essential contractual obligations, such as those obligations strictly necessary to achieve the cause of the agreement, and/or damages caused with malice or gross negligence, provided that the use of this Platform by the User has been appropriate and correct.
Unless the damages were caused with malice or gross negligence or affect the life and/or personal integrity, physical or mental, the Owner is liable only to the extent of the damage typical for the type of agreement and foreseeable at the time of conclusion.
In particular, within the limits stated above, the Owner assumes no liability for:
Notwithstanding the foregoing, the following limitations shall apply to all Consultants:
In the event of the Owner's liability, the compensation due may not exceed the total amount of payments that have been, will be, or may be contractually owed to the Owner by Consultants for a period of 12 months or the entire term of the Agreement, whichever is shorter.
7. COMMON PROVISIONS
7.1. Interruption of service
In order to ensure the best possible level of service, the Owner reserves the right to interrupt the Service for maintenance purposes, system updates or any other change, giving appropriate notice to Users.
Within the limits of the law, the Owner reserves the right to suspend or completely terminate the Service. In the event of termination of the Service, the Owner will ensure that Users can retrieve their Personal Data and information in accordance with the provisions of the law.
In addition, the Service may be unavailable due to causes beyond the reasonable control of the Data Controller, such as force majeure (e.g. strikes, infrastructure malfunctions, power outages, etc.).
7.2. Service reselling
The Consultants are not allowed to reproduce, duplicate, copy, sell, resell or exploit any portion of Innerly and of its Service without the Owner's express prior written permission, granted either directly or through a proper reselling program.
7.3. Privacy policy
For information about the use of personal data, Consultants shall refer to the Innerly Privacy Policy.
7.4. Intellectual property rights
All the brands, trade brands or word marks, and all the other signs, commercial names, service brands, trade names, illustrations, images, videos, and logos that appear regarding Innerly are and remain the sole property of the Owner or their licensors and are protected by the existing laws on trademarks and of the relative international treaties.
All the brands and other signs, commercial names, service brands, word marks, trade names, illustrations, images, and logos regarding third parties and the contents published by third parties on Innerly are and remain the exclusive property or at disposal of such third parties and their licensors and are protected by the existing laws on trademarks and of the relative international treaties.
Innerly does not own the ownership of such exclusive property and can use them within the limitation and in accordance with the concluded agreements with such third parties and for the outlined purposes.
7.6. Assignment of Agreements
The Owner reserves the right to transfer, assign, dispose by novation, or subcontract all or any rights or obligations under these Terms, as long as the Consultant's rights under the Terms are not affected.
The Consultants will be promptly informed in such cases.
The Consultants may not assign or transfer any of their rights without the prior written authorisation by Innerly.
7.7. Notices
All communications regarding Innerly must be sent using the contact information indicated in these Terms and Conditions. Consultants must keep the Company informed at all times of up-to-date contact information.
7.8. Severability
Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts.
In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.
Without prejudice to the above, the nullity, invalidity or the impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.
7.9. No Implied Waiver
The owner's failure to exercise any statutory rights or claims under these Terms shall not constitute a waiver thereof. No waiver shall be deemed conclusive with respect to a specific right or any other right.
8. Governing Law and Jurisdiction
8.1 Governing Law
This Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with, the laws of Hong Kong SAR.
The Consultants irrevocably agree that the Courts of Hong Kong SAR will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).