Solacare Terms of Service

1. Definitions

• "Account Owner" means the person or entity that opens or controls a Practitioner or Organization account and is responsible for subscriptions, Members, permissions, and payment settings.
• "Organization" means a clinic, centre, private practice, company, partnership, non-profit, or other organization that uses the Services to manage one or more locations, Practitioners, administrators, or other Members.
• "Organization Member" means a Practitioner, supervisor, administrator, finance user, or other person invited or authorized to use an Organization account.
• "Practitioner" means an independent professional who provides or manages Professional Services through the Platform.
• "Client" means a person who books, receives, is referred for, or accesses Professional Services and, where applicable, their parent, guardian, authorized representative, payer, or family or group participant.
• "Professional Services" means counselling, psychological, social work, assessment, therapy, consultation, supervision, education, or other professional services independently provided by a Practitioner.
• "User" means anyone who accesses or uses the Services.
• "User Content" means information uploaded, entered, generated, stored, transmitted, or displayed by a User.
• "Clinical Content" means assessments, case notes, consents, plans, forms, messages, homework, referrals, and other professional records relating to a Client or Professional Services.
• "Third Party Services" means identity, payment, communication, video, email, hosting, analytics, or other services supplied by third parties.

2. Nature of the Platform and Our Role

Solacare supplies technology, software as a service, directory, administrative, and transaction tools. We are not a hospital, clinic, health institution, professional regulator, insurer, employer, or provider of medical, psychological, counselling, social work, diagnostic, treatment, prescribing, or crisis services.

Professional Services are independently provided by Practitioners. The professional relationship exists only between the Practitioner and Client. Unless the law expressly provides otherwise, Solacare is not a party to that professional agreement and does not direct clinical judgment.

Any credential or identity review is an administrative check only. It is not an endorsement, referral, guarantee, continuous monitoring, or warranty of authenticity, scope of practice, competence, conduct, insurance, or outcome.

Matching, search ranking, recommendations, labels, and filters are informational and administrative aids only and do not constitute professional advice or a guarantee.

3. Supplementary Terms and Order of Precedence

Features, plans, events, beta services, or Third Party Services may be governed by additional terms, orders, plan descriptions, Organization agreements, data processing addenda, or professional service agreements.

For a specific matter, a signed individual agreement, data processing addendum, or order prevails, followed by applicable supplementary terms and then these Terms. The Privacy Policy prevails for personal information processing. Mandatory law always prevails.

4. Acceptance, Electronic Contracting, and Amendments

You agree to contract electronically and that electronic records, click acceptance, and electronic notices may have the same effect as paper signatures and written notices to the extent permitted by law.

We may amend these Terms for legal, regulatory, security, product, commercial, or operational reasons. We will give reasonable advance notice of material changes where practicable. Continued use after the effective date constitutes acceptance, subject to mandatory law.

5. Eligibility, Minors, and Authority

A person creating an account must have legal capacity to enter this agreement. A person accepting for an Organization or another person represents that they have authority to bind them.

Whether a minor can consent to Professional Services, data processing, or payment must be assessed by the Practitioner under applicable law, professional standards, capacity, and the circumstances. Platform workflows do not replace that assessment.

A parent, guardian, payer, or representative does not automatically receive access to all Clinical Content merely because they pay or create an account.

6. Registration and Account Security

You must provide complete, accurate, current, and non-misleading information and must not use a false identity, credential, or authority.

You must protect credentials, devices, multifactor authentication, and recovery information and must not share personal logins.

You must promptly notify us of suspected unauthorized access, lost devices, permission errors, or security incidents and cooperate with reasonable protective measures.

7. Organization Accounts, Members, and Permissions

Account Owners and Organizations must manage invitations, departures, roles, and least-privilege access and promptly remove access that is no longer required.

Organizations must bind Members to appropriate confidentiality, privacy, security, and professional duties and are responsible for Member activity within their account.

Organizations and Practitioners must separately document ownership, custody, transfer, departure access, payment, and Client notice arrangements. We do not adjudicate employment or record ownership disputes and may freeze access to protect data.

8. Acceptable Use

You may use the Services only lawfully, in good faith, and for their intended purposes. You must not violate law or third-party rights; submit unlawful, fraudulent, infringing, threatening, harassing, hateful, obscene, or materially misleading content; impersonate others; misrepresent credentials; manipulate listings; bypass security; introduce malware; scrape data; reverse engineer the Services except where law permits; use the Platform for emergency messages; or assist others in doing so.

We may investigate suspected violations, preserve evidence, restrict features, remove content, suspend accounts, or make lawful disclosures. We have no general duty to proactively monitor all User Content.

9. User Content, Instructions, and Licence

You retain your rights in User Content and represent that you have authority and any required consent to submit and instruct us to process it.

You grant us and our vendors a worldwide, non-exclusive, limited, sublicensable, royalty-free licence to host, copy, transmit, transform, display, and process User Content only as reasonably necessary to provide, secure, support, maintain, back up, migrate, and lawfully operate the Services.

We do not sell personal information or use identifiable Clinical Content for general advertising. Use of de-identified or aggregated information is governed by the Privacy Policy and applicable law.

10. Platform Intellectual Property and Feedback

The Services, software, interfaces, designs, marks, database structure, documentation, and Solacare content belong to us or our licensors. We grant a limited, non-exclusive, non-resale, non-transferable, revocable right to use the Services during the applicable term and plan.

We may use voluntarily supplied product feedback to improve the Services without compensation, provided we do not identify you or disclose confidential or Clinical Content.

11. Availability, Maintenance, Beta Features, and Changes

We use commercially reasonable efforts to operate the Services but do not guarantee continuous, uninterrupted, fully secure, error-free, or universal availability.

Beta, preview, trial, or free features may be incomplete, changed, or discontinued. We may modify or discontinue features, subject to reasonable notice or an appropriate remedy where a paid plan is materially adversely affected.

Practitioners and Organizations must maintain appropriate business continuity and record export arrangements and must not treat the Platform as an emergency channel or the sole irreplaceable record source.

12. Third Party Services and Links

The Services may depend on third parties for authentication, payment, video, messaging, email, hosting, analytics, and other functions. Their terms, policies, geographic restrictions, and service levels apply.

We reasonably select and manage vendors but cannot control every third-party action or outage. External links are not endorsements.

13. Credentials, Scope, and Continuing Disclosure

Practitioners represent that they hold all qualifications, registrations, licences, training, supervision, insurance, and authority required where the Client and Practitioner are located, and will practise only within competence and scope.

Practitioners must comply with professional codes, advertising rules, consent requirements, mandatory reporting, record standards, cross-border restrictions, and telepractice guidance and must immediately disclose any complaint, restriction, suspension, revocation, expiry, or loss of insurance affecting practice.

We may reverify information or suspend listing or payment features where information appears inaccurate or risk exists.

14. Independent Professional Responsibility and Informed Consent

Practitioners are solely responsible for suitability screening, identity and location verification, capacity and consent, risk assessment, clinical decisions, plans, confidentiality limits, referrals, emergency planning, closure, follow-up, and records.

Practitioners must provide their own clear service agreement and informed consent covering qualifications, services, fees, cancellation, response times, confidentiality exceptions, records, complaints, and emergency procedures. These Terms do not replace professional informed consent.

15. Telepractice and Cross-Border Professional Services

Practitioners must reasonably confirm Client location, applicable law, emergency contacts, and local resources and assess whether remote service is safe and appropriate.

Platform availability in a location does not mean Professional Services are lawful there. Practitioners must independently confirm authority to practise across borders.

16. Clinical Records, Custody, and Portability

Practitioners and Organizations must identify the lawful and professional custodian of records and keep records accurate, timely, traceable, and retained for required periods. Hosting tools do not transfer their custody duties to us.

They must maintain continuity plans for export, departure, closure, incapacity, or death and must not improperly delete, alter, conceal, or withhold required records.

17. Organization Compliance

Organizations are responsible for registrations, governance, workforce arrangements, internal privacy policies, processing instructions, training, supervision, complaints, and incident response.

Where an Organization or Practitioner is a data user, controller, health information custodian, or equivalent, that legal responsibility is not transferred to us by using the Platform.

18. Directory, Marketing, and Reviews

Public profiles, fees, availability, credentials, scope, and language claims must be accurate, verifiable, non-misleading, and professionally compliant.

We may reject, reformat, demote, suspend, or remove listings for content, complaint, credential, legal risk, or integrity reasons. Ranking does not imply quality unless expressly stated.

19. Plans, Trials, and Automatic Renewal

Features, limits, platform fees, transaction fees, caps, trials, and billing cycles are as shown at purchase or in an order. Taxes are additional unless stated otherwise.

Recurring subscriptions automatically renew until cancelled. You authorize charges to the stored payment method. Failed payment may lead to retries, feature restrictions, or suspension.

Cancellation normally takes effect at the end of the current period. Except where law or an order requires otherwise, started periods, used Services, and transaction fees are non-refundable. Price changes generally apply at the next renewal after reasonable notice.

20. Client Fees, Payment Processing, and Settlement

Professional Service fees are set and charged by the Practitioner or Organization. The Platform may technically facilitate collection but is not the seller or provider of Professional Services unless law or a written arrangement says otherwise.

Payments may be processed by Stripe or another provider and are subject to identity, anti-fraud, sanctions, settlement, reserve, reversal, and other provider requirements.

We may deduct disclosed platform fees, transaction fees, refund costs, chargeback costs, taxes, and other amounts due. Settlement timing is an estimate.

21. Cancellation, Refunds, Chargebacks, and Amounts Owing

Practitioners and Organizations must clearly disclose their service fee, cancellation, late, no-show, refund, and package policies before booking and handle refunds lawfully.

Users must not abuse chargebacks. Practitioners and Organizations are responsible, to the extent permitted by law, for refunds, chargebacks, fraud losses, negative balances, and reasonable related costs. We may set off amounts or require reserves.

22. Taxes and Records

Each User is responsible for determining, reporting, and paying applicable income, sales, GST/HST, profits, payroll, or other taxes and keeping required records. We may collect tax information, charge taxes, issue receipts, or report as required by law.

23. Choosing a Practitioner and Service Limitations

Clients decide whether to select or continue with a Practitioner. Directory, profile, search, and matching tools are informational only and do not replace professional assessment or guarantee suitability, effectiveness, availability, or outcomes.

Potential risks, benefits, alternatives, and confidentiality limits of Professional Services must be explained by the Practitioner through informed consent.

24. Booking, Communications, and Online Sessions

Clients must provide accurate contact, location, and emergency information, attend on time, and follow Practitioner policies.

Clients must use suitable devices, internet, and a reasonably private setting. Platform messages are not continuously monitored and are not an emergency channel.

No User may record, photograph, screenshot, or permit unauthorized participation in a session unless all participants expressly agree and applicable law and professional standards permit it.

25. Forms, Messages, Family, and Group Services

Client submissions may be accessed by the relevant Practitioner, authorized Organization Members, and Solacare personnel or vendors where necessary to provide, secure, support, or lawfully operate the Services, as further described in the Privacy Policy and consent documents.

Family, couple, and group services may involve shared records and limits on confidentiality. The Practitioner must explain the applicable rules. We cannot guarantee that other participants will keep information confidential.

26. Professional Service Complaints

Complaints about Professional Services, conduct, clinical judgment, fees, or records should first be directed to the relevant Practitioner or Organization and may also be made to the applicable professional or regulatory body.

We may investigate Platform security, credential claims, abuse, fraud, or Terms violations, but we are not a professional disciplinary tribunal and do not adjudicate clinical negligence or compensation unless required by law.

27. Privacy Policy and Data Roles

Our collection, use, disclosure, retention, and protection of personal information are described in the Privacy Policy, which forms part of these Terms.

Depending on the function and law, Solacare may independently determine purposes for account, payment, security, and operational data, while generally processing Organization or Practitioner-controlled Clinical Content under their instructions. Actual legal roles depend on applicable law and written arrangements.

No party transfers a non-delegable privacy, health information, or professional confidentiality duty merely by entering these Terms.

28. Cross-Border Data and Service Locations

You acknowledge that Solacare is Canadian and that data may be processed or stored in Canada, Hong Kong, or other jurisdictions by us or our vendors and may be subject to lawful process there. Details are in the Privacy Policy.

Organizations and Practitioners are responsible for required cross-border notices, consents, risk assessments, and contractual or other safeguards.

29. Electronic Communications and Service Notices

You agree to receive transactional, security, booking, account, payment, and legal notices by email, SMS, account notice, or Platform message and must keep contact information current.

Marketing messages are sent only in accordance with applicable anti-spam and privacy law. You may unsubscribe from marketing while continuing to receive necessary non-marketing notices.

30. Safeguards and Incident Cooperation

We use safeguards reasonable to the sensitivity of information, but no system is absolutely secure. Users must use secure devices, updates, access controls, and transmission practices appropriate to their own duties.

The parties must reasonably cooperate to investigate, contain, remediate, document, and notify security incidents as required by law.

31. Suspension, Restriction, and Termination

We may restrict, suspend, or terminate accounts, listings, payments, or features for overdue payment, breach, fraud, security risk, lost credentials, law, vendor requirements, or protection of Clients, Users, third parties, or the Services.

Where reasonably practicable and safe, we will provide notice and an opportunity to cure, except for serious, repeated, urgent, or legally restricted cases.

Closing an account does not release obligations accrued before closure.

32. Data Export, Retention, and Deletion After Termination

Account Owners, Organizations, and Practitioners must export legally or professionally required records and arrange continuity before termination. A limited export period may be available depending on plan, technology, law, and policy.

Data may not be deleted immediately. We may retain it for legal duties, backup cycles, disputes, payments, security, and legitimate business needs, then delete, anonymize, or continue retaining it as described in the Privacy Policy.

Where control or transfer is disputed, we may freeze access pending joint instructions, sufficient evidence, or a binding legal order.

33. Disclaimers and Statutory Rights

The Services are supplied “as is” and “as available”. To the fullest extent permitted by law, we disclaim express, implied, statutory, and collateral warranties, including merchantability, quality, fitness for purpose, non-infringement, data completeness, outcomes, and continuous availability.

We do not warrant any Practitioner, Client, Organization, User Content, Third Party Service, match, or external information.

Nothing in these Terms excludes, restricts, or modifies a condition, warranty, liability, remedy, or consumer right that cannot lawfully be excluded, restricted, or modified.

34. Limitation of Liability

To the fullest extent permitted by law, Solacare and its affiliates, directors, officers, employees, contractors, and agents are not liable for indirect, incidental, special, punitive, exemplary, or consequential loss, or loss of profit, revenue, goodwill, opportunity, anticipated savings, data, or business interruption.

Our aggregate liability arising from these Terms or the Services is limited to the Platform fees you actually paid us in the twelve months before the event giving rise to the claim or, if none, HKD 1,000. Professional Service fees are not Platform fees paid to us.

These limits do not apply where liability cannot lawfully be limited, including where applicable for fraud, wilful misconduct, or other non-excludable liability.

35. Indemnity

To the extent permitted by law, Account Owners, Organizations, and Practitioners indemnify Solacare and its related persons from third-party claims, losses, liabilities, penalties, and reasonable legal fees arising from their Professional Services, clinical decisions, Members, User Content, breach, law violation, third-party rights, taxes, refunds, or chargebacks, except to the extent caused by our gross negligence, wilful misconduct, or unlawful act.

We will give reasonable notice and participation rights. No settlement may admit our liability, restrict our rights, or require our payment without consent.

36. Force Majeure

Neither party is liable for delay or failure of a non-payment obligation caused by events beyond reasonable control, including natural disaster, epidemic, war, terrorism, labour disruption, power or internet failure, cloud outage, government action, or vendor interruption, provided reasonable mitigation is taken.

37. Governing Law, Courts, and Dispute Process

These Terms and related non-contractual obligations are governed by Ontario law and federal Canadian law applicable in Ontario, without regard to conflict rules.

The parties will first attempt good-faith written resolution. Unresolved disputes are subject to the non-exclusive jurisdiction of Ontario courts.

A consumer retains mandatory rights and access to authorities in their place of residence that cannot be excluded by contract. Forum, liability, and indemnity provisions apply only to the extent lawful.

38. General Provisions

• Entire agreement: these Terms, the Privacy Policy, and applicable supplementary documents form the entire agreement for the Services.
• Severability: an invalid provision is adjusted or removed only to the minimum extent necessary; the remainder continues.
• No waiver: delay or failure to enforce is not a waiver.
• Assignment: you may not assign without our written consent. We may assign in connection with financing, restructuring, merger, or transfer of business or assets, subject to law.
• Independent relationship: no employment, agency, partnership, joint venture, fiduciary, or professional relationship is created.
• Third-party rights: no non-party may enforce these Terms unless expressly stated.
• Interpretation: headings are for convenience; “including” means “including without limitation”; singular includes plural.
• Survival: accrued payment, record, confidentiality, intellectual property, disclaimer, liability, indemnity, and dispute terms survive as appropriate.
• Language: if Chinese and English versions conflict, the English version prevails except where prohibited by law.

39. Notices and Contact

Legal notices may be sent to the email registered to your account and are deemed delivered when sent unless law requires another method. Notices to us must be emailed to [email protected] with “Legal Notice” clearly stated.

For general questions, account matters, or complaints, contact Stellocare Inc. at [email protected]. We may publish updated mailing, privacy officer, or contact details on the Platform.