Contractor Terms and Conditions

Last updated: June 2026

These Contractor Terms and Conditions (Terms) govern your access to and use of the InnerHub platform as a Contractor. They form a binding agreement between you (Contractor, you) and InnerHub Pty Ltd (ACN 695 719 165) (InnerHub, we, us, our).

By clicking “I accept”, ticking a box indicating your acceptance, signing up for a Contractor account, or accessing or using the Platform, you confirm that you have read, understood and agree to be bound by these Terms, our Privacy Policy and any other policies, guidelines or rules we publish from time to time.

If you are accepting these Terms on behalf of a company, partnership or other legal entity, you warrant that you have authority to bind that entity, and references to “you” or “Contractor” include that entity.

If you do not agree to these Terms, you must not register for, access or use the Platform.

1. Platform

1.1 About InnerHub

InnerHub operates an online marketplace (Platform) that connects individuals seeking non-clinical wellness support (Clients) with independent wellness practitioners (Contractors) for talk-based wellness sessions delivered via telehealth.
InnerHub is a technology platform and marketplace. InnerHub does not provide therapy, counselling, psychological, psychiatric, medical, crisis, diagnostic or treatment services, and is not a health, medical or healthcare provider. InnerHub does not employ Contractors and does not direct or supervise the clinical or professional content of any session.

1.2 Contractor independence

You acknowledge and agree that you provide the Contractor Services as an independent practitioner.
You are solely responsible for your qualifications, conduct, professional judgment, scope of practice, the content of any session and the services you provide to Clients.
Nothing in these Terms creates an employment, partnership, joint venture, franchise or agency relationship between you and InnerHub.

1.3 Wellness positioning

The Platform is positioned as a wellness marketplace. You must offer and describe your services only as non-clinical wellness support (for example, talk-based wellness, life coaching style support, wellbeing conversations or counselling-style support).
You must not hold yourself out, on or via the Platform, as providing medical treatment, diagnosis, psychiatric services or services requiring registration under the Health Practitioner Regulation National Law.

2. Eligibility and Onboarding

2.1 Eligibility

To register as a Contractor, you must:

be at least 18 years of age and have full legal capacity to enter into these Terms;
hold all qualifications, memberships, registrations, certifications and accreditations that you represent to InnerHub or Clients (including, where applicable, current membership of a recognised professional association);
comply with all laws applicable to you in the jurisdiction in which you provide the Contractor Services and in which the relevant Client is located, including any laws governing the practice of counselling, coaching or wellness support;
not be the subject of any current investigation, complaint, condition, suspension, cancellation or adverse finding by any regulator, professional body, court or tribunal that would reasonably be expected to affect your fitness to provide the Contractor Services; and
hold, or be willing to obtain, professional indemnity insurance appropriate to the Contractor Services, in accordance with clause 7.

2.2 Onboarding and vetting

Before you may offer Contractor Services via the Platform, you must complete InnerHub's onboarding process. You agree to provide, and authorise InnerHub to collect and verify, information and documents reasonably required by InnerHub, including identification, proof of qualifications, professional memberships, references, background and police checks (where requested), insurance certificates and tax information.
Acceptance onto the Platform is at InnerHub's sole discretion. InnerHub may refuse, suspend or revoke onboarding at any time, including where you fail to provide, or maintain, the information or evidence required under these Terms.

2.3 Ongoing accuracy

You must keep your account, profile, qualifications, insurance details and other information current and accurate, and must notify InnerHub in writing within 5 Business Days of any material change (including any complaint, investigation, disciplinary action, lapse of insurance or change in your right to practise).

3. Contractor Account

3.1 Account creation

InnerHub will provide you with access to the Platform via a Contractor account (Account). You must use the Account solely for the purpose of offering and delivering Contractor Services through the Platform.

3.2 Account security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must not share, transfer, sell or licence your Account to any third party. You must notify InnerHub immediately of any unauthorised use of, or security incident affecting, your Account.
You may only hold one active Contractor Account unless InnerHub agrees otherwise in writing. Each Account must correspond to a single natural person who personally delivers the Contractor Services. You must not permit any other person to deliver sessions under your Account.

4. Contractor Services and Scope of Practice

4.1 Contractor Services

You will offer and provide non-clinical wellness, counselling-style and talk-based support sessions to Clients through the Platform (Contractor Services), in accordance with these Terms, your profile, the Platform's guidelines and applicable law.

4.2 Scope restrictions

You must not, and must not represent that you will or can:

diagnose, treat, cure or manage any medical, psychological or psychiatric condition;
prescribe, supply or recommend prescription medication or any other regulated therapeutic good;
provide emergency, crisis, suicide intervention, acute mental health or involuntary treatment services;
use any protected title under the Health Practitioner Regulation National Law (including “psychologist”, “medical practitioner”, “psychiatrist”, “nurse”, “social worker” where protected, or any derivative or implication of those titles), unless you are currently registered in that profession under the Health Practitioner Regulation National Law (that is, registered with AHPRA in Australia) and have provided InnerHub with current evidence of that registration approved in writing for use on the Platform. For the avoidance of doubt, registration, licensing or qualification obtained outside Australia does not entitle you to use a protected title on the Platform, regardless of your standing in your home jurisdiction; or
hold yourself out as providing services under Medicare, the National Disability Insurance Scheme, private health insurance rebates or any government-funded mental health program.

4.2A Client age

The Platform is restricted to Clients aged 18 or over, verified at registration. If you suspect a Client is under 18 despite this, you must decline or stop the session immediately and report it to InnerHub.

4.3 Crisis and safety protocol

If, during a session, you reasonably believe that a Client presents a risk of imminent harm to themselves or others, or otherwise requires urgent clinical or emergency care, you must:

immediately guide the Client to appropriate emergency services (such as 000 in Australia) and recognised crisis support services (such as Lifeline on 13 11 14);
discontinue the wellness session in accordance with your professional judgment and applicable ethical standards; and
notify InnerHub via the designated reporting channel as soon as reasonably practicable, in accordance with the Platform's crisis protocol made available to Contractors from time to time.

4.4 Guidance and escalation outside scope

Beyond the crisis circumstances described above, you must remain alert to whether a Client's needs fall outside the non-clinical wellness support you are able to provide. If a Client presents with, or develops, a condition or need that requires medical, psychological, psychiatric or other care beyond your training, experience or the wellness remit of the Platform (including, for example, suspected serious mental illness, risk of self-harm, an eating disorder, or substance dependence), you must:

advise the Client to seek support from a medical practitioner or other appropriate registered health practitioner or service;
decline to commence or continue the Contractor Services where it would not be safe or appropriate to do so; and
make and retain a record of the guidance or recommendation given.

This obligation reflects the duty to advise clients to seek other appropriate support under the National Code of Conduct referred to below.

4.5 Professional standards

You must deliver the Contractor Services:

with due care, skill, diligence and professionalism, and in accordance with the standards reasonably expected of a competent practitioner offering equivalent services;
in accordance with the code of ethics and practice standards of any professional association of which you are a member, and with the applicable National Code of Conduct referred to below; and
in compliance with all applicable laws, including consumer protection, anti-discrimination, privacy, data protection, advertising and tax laws.

4.6 Compliance with the National Code of Conduct

You acknowledge that, when you provide Contractor Services to a Client located in Australia, you are likely to be a “health practitioner”, and InnerHub a “relevant health organisation”, for the purposes of the National Code of Conduct for unregistered health practitioners. The applicable code applies to you as legislation and does not depend on you having agreed to it, and cannot be contracted out of. This is the case even though InnerHub is not a health, medical or healthcare provider, and even though you may not be registered with or represented by a regulated health body. Because InnerHub facilitates the booking, matching, communication and payment for the sessions, and you provide wellness-based, talk and counselling-style support to Clients, the National Code of Conduct may apply to you, and to InnerHub.
You must comply at all times with:
1. Schedule 3 of the Public Health Regulation 2022 (NSW); and
2. the equivalent code of conduct for health care workers or unregistered health practitioners in force in any other Australian state or territory in which a Client to whom you provide Contractor Services is located.
In connection with the applicable code, you must also:
1. before accepting your first Client, and at any reasonable intervals notified by InnerHub, complete and certify completion of the InnerHub Code of Conduct training module, and acknowledge that you have read and understood the InnerHub Code of Conduct;
2. comply with the display requirements of the applicable code, which for the online Platform means not obstructing, and where requested facilitating, the display of the applicable code and the relevant health complaints body's complaints notice (including the Health Care Complaints Commission notice) on the Platform; and
3. cooperate fully with the Health Care Complaints Commission, any equivalent health complaints body in another state or territory, and InnerHub, in relation to any complaint, enquiry or investigation.

4.7 No financial exploitation

Consistent with the applicable code of conduct, you must not financially or otherwise exploit Clients.
In particular, you must not:
1. accept, offer or solicit any inducement, commission or kickback in connection with referring or guiding a Client to any product, service or provider;
2. pressure or encourage a Client to purchase products or services that are unnecessary or outside the Contractor Services;
3. exploit a Client's emotional, financial or other vulnerability for gain; or
4. form an inappropriate personal, sexual or financial relationship with a Client.

4.8 Personal performance

You must personally perform the Contractor Services. You must not subcontract, delegate or assign the delivery of any session to any other person without InnerHub's prior written consent.

5. Bookings, Sessions and Availability

5.1 Availability

You are responsible for maintaining accurate availability on the Platform and for honouring confirmed bookings. You must take reasonable steps to be present, prepared and connected at the scheduled start time of each session.

5.2 Conducting sessions

All sessions must be conducted via the Platform's approved communication channels. You must not move, encourage or accept a Client to conduct sessions outside the Platform. You must ensure that you conduct sessions from a private, secure environment with appropriate equipment and connectivity.

5.3 Cancellations and no-shows

You must comply with the Platform's cancellation, rescheduling and no-show policies as updated from time to time. Repeated cancellations or no-shows may lead to reduction in your visibility, suspension or termination.
Where a Client cancels a session less than 24 hours before the scheduled start time and you are not required to complete the session, you will be entitled to 50% of the standard Contractor Fee (defined below in clause 6.1).
Where a Client cancels a session more than 24 hours before the scheduled start time, you will not be entitled to any Contractor Fee.
Where you cancel a session or otherwise do not complete a session, you will not be entitled to any Contractor Fee.

5.4 Recording and monitoring

You must not record any session, in whole or in part, unless permitted by the Platform and lawfully consented to by the Client in writing. InnerHub may, with notice (including in our Privacy Policy), collect metadata, quality and safety signals from sessions for trust, safety, compliance and product improvement purposes.

6. Fees, Payment and Tax

6.1 Payment model

InnerHub collects all payments from Clients in respect of bookings made through the Platform. InnerHub will deduct its platform fee, payment processing costs and any other amounts properly due (Platform Fee).
The Platform Fee is set out in your Contractor dashboard or otherwise notified to you in writing. InnerHub may vary the Platform Fee on no less than 30 days' prior written notice. If you do not agree to a varied Platform Fee, your sole remedy is to terminate these Terms in accordance with clause 14.
The Contractor will be entitled to receive the fees generated from completed sessions provided by the Contractor, less any Platform Fee under this Agreement (Contractor Fee).

6.2 Withdrawals

The Contractor may request to withdraw available Contractor Fees once every 2 weeks.
Only Contractor Fees from transactions that have been cleared by the Company's third party payment or finance provider, such as Stripe or any other provider used by the Company, will be available for withdrawal.
The Contractor acknowledges that transaction clearance may take up to 3 business days, or longer if required by the relevant third party payment or finance provider.
The Company is not required to pay or release any Contractor Fees to the Contractor until the relevant transaction has been fully cleared and the funds have been received and made available to the Company.
If a transaction is reversed, refunded, disputed, subject to chargeback, suspected of fraud, or otherwise not cleared, the Company may withhold, deduct or set off the relevant amount from any Contractor Fees payable to the Contractor.
Any withdrawal request will be subject to:
1. any holdback for chargebacks, refunds, disputes (including where InnerHub, acting reasonably, believes the Contractor is in breach of this agreement) or suspected fraud;
2. any set-off of amounts you owe to InnerHub; and
3. clearance of funds from the Client and the relevant payment provider.

6.3 Refunds and chargebacks

If a Client is entitled to a refund under the Client Terms, Australian Consumer Law or InnerHub's published refund policy, InnerHub may deduct or recover the relevant amount from your Contractor Fees.
You authorise InnerHub to debit your future payouts to recover such amounts and any chargeback costs reasonably attributable to your conduct.

6.4 GST and taxes

All amounts are stated exclusive of GST or equivalent taxes unless expressly stated otherwise. You are solely responsible for:

declaring and paying all income tax, GST, withholding tax, social security contributions and any other taxes payable in respect of your Contractor Fees in your country of residence and any other applicable jurisdiction;
providing InnerHub with accurate tax information (including any ABN or foreign tax identifier) and any documentation InnerHub reasonably requires for tax reporting or withholding purposes; and
issuing valid tax invoices where required by law.

6.5 No employment entitlements

You are not entitled to any employment-related benefits or entitlements from InnerHub, including superannuation, leave, workers compensation, allowances or notice (except where mandatorily provided by law).

7. Insurance and Compliance

7.1 Mandatory insurance

You must, at your own cost, obtain and maintain throughout your use of the Platform the following insurances with reputable insurers (or, if you are located outside Australia, equivalent cover available in your jurisdiction that is appropriate to your provision of the Contractor Services to Clients):

professional indemnity insurance with a minimum cover of AUD 10,000,000, or such other amount as InnerHub notifies you from time to time, per claim and in the aggregate; and
where InnerHub notifies you that it is required (having regard to the volume and sensitivity of Client information you handle), cyber liability insurance with cover reasonably acceptable to InnerHub.

7.2 Evidence and notice

You must provide a certificate of currency for each insurance on request, and within 5 Business Days of any material change to, cancellation of, or claim under any policy. InnerHub may suspend your Account if you fail to provide satisfactory evidence of insurance.
To avoid delaying onboarding, InnerHub may in its discretion allow you to provide your initial evidence of professional indemnity insurance within an early period after you begin providing Contractor Services (as notified by InnerHub, typically after your first five to ten sessions) rather than before your first session. This concession does not reduce your obligation to hold and maintain the required insurance, and InnerHub's own insurance is not a substitute for, and does not respond in place of, your insurance.

7.3 Regulatory compliance

You must comply with all laws, regulations, codes of practice, professional standards and Platform policies that apply to your provision of the Contractor Services, including consumer protection, advertising, anti-discrimination, privacy, anti-money laundering, sanctions and tax laws. You must promptly notify InnerHub of any actual or alleged breach by you, or any regulator investigation, complaint or sanction relating to your provision of the Contractor Services.

7.4 Record keeping

You must create and keep, for at least 7 years (or any longer period required by applicable law or by your professional body), accurate records relating to your provision of the Contractor Services, including records of your qualifications and insurances, your completion of the InnerHub Code of Conduct training module, any guidance or escalations given under the clause headed “Guidance and escalation outside scope”, and any complaints or incidents involving Clients.
You must provide copies of these records to InnerHub on reasonable request, including to enable InnerHub to respond to a complaint or regulatory enquiry.

7.5 Modern slavery and ethical conduct

You must not engage in, and must not knowingly cause InnerHub to be associated with, any modern slavery, human trafficking, bribery, corruption or unlawful labour practice.

8. Client Information and Privacy

8.1 Privacy obligations

You must handle all personal information about Clients and other Platform users in accordance with:

the Privacy Act 1988 (Cth) and the Australian Privacy Principles, regardless of whether you would otherwise be an APP entity;
any equivalent privacy or data protection law in your jurisdiction or in the jurisdiction of the relevant Client;
the InnerHub Privacy Policy as updated from time to time; and
any specific data handling, retention and security requirements notified by InnerHub.

8.2 Purpose limitation

You must only collect, use and disclose Client personal information for the purpose of providing the Contractor Services through the Platform, and must not use such information for any direct or indirect marketing, profiling, training of artificial intelligence models, or any other purpose unrelated to delivering the relevant session, unless expressly permitted by InnerHub in writing and with the Client's informed consent.
Without limiting the above, you must not input, upload or disclose any Client personal information or health information into or to any third party generative artificial intelligence, machine learning or large language model tool or service other than a tool provided or approved by InnerHub in writing for that purpose.

8.3 Security and storage

You must implement and maintain reasonable technical and organisational measures to protect Client information against unauthorised access, loss, misuse, alteration or disclosure, including the use of secure devices, strong authentication, encryption where appropriate, and secure deletion practices.

8.4 Data breach

You must notify InnerHub as soon as reasonably practicable, and in any event within 24 hours, of any actual or suspected data breach, security incident, loss of Client information or unauthorised access affecting your systems, your delivery of the Contractor Services or any Client information. You must cooperate fully with InnerHub in investigating, containing, remediating and notifying any such incident in accordance with applicable law.

8.5 Cross-border transfers

You acknowledge that you may be located outside Australia, and you consent to InnerHub transferring Client personal information to you in your country of residence for the purpose of providing the Contractor Services.
You must ensure that such information is protected at a standard at least equivalent to the Australian Privacy Principles.

8.6 Audit and assurance

So that InnerHub can meet its own obligations under the Privacy Act, you must, on reasonable notice from InnerHub:
1. provide information and answer reasonable questions about how you collect, use, store, secure, disclose and dispose of Client personal information;
2. complete any reasonable privacy or security self-assessment, attestation or questionnaire required by InnerHub; and
3. permit InnerHub or its nominated representative to audit or inspect your data-handling practices, systems and records relevant to the Contractor Services, no more than once in any 12 month period unless InnerHub reasonably suspects a breach or a data breach has occurred.
You must promptly remediate any deficiency identified, and InnerHub may suspend your Account where a deficiency presents a material risk to Client information.

9. Intellectual Property

9.1 Platform IP

As between you and InnerHub, InnerHub owns all right, title and interest, including all Intellectual Property Rights, in and to the Platform, the InnerHub brand, the InnerHub website and any content, materials, templates, workflows, training resources, software, code, designs and documentation provided or made available by InnerHub (InnerHub IP).
Subject to your compliance with these Terms, InnerHub grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to access and use the Platform and InnerHub IP solely for the purpose of offering and delivering Contractor Services to Clients via the Platform.

9.2 Contractor profile and submissions

You retain ownership of the materials, photographs, biographical details and other content you submit for your Contractor profile (Contractor Submissions). You grant InnerHub a worldwide, royalty-free, perpetual, irrevocable, sublicensable licence to use, reproduce, adapt, translate, publish, display and communicate the Contractor Submissions for the purposes of operating, promoting and marketing the Platform and the Contractor Services.

9.3 Profile listings and platform content

As between the parties, InnerHub owns all platform-generated profile listings, page layouts, search and matching outputs, ratings displays, aggregated content and any derivative works created by InnerHub from Contractor Submissions or platform activity (Platform Content).
Nothing in this clause transfers ownership of the underlying Contractor Submissions, but you must not extract, scrape, copy or republish Platform Content.

9.4 Contractor notes

You own any private session notes that you create and store outside the Platform's standard session record, provided that:

the notes do not include Platform Content or proprietary InnerHub material;
the notes are created, stored and handled in compliance with the privacy obligations in clause 8 and applicable law; and
the notes are not used to identify, contact or solicit Clients off-Platform.

9.5 Platform data

All data generated by or through the Platform (including booking, payment, communications, usage, performance and analytics data) is owned by InnerHub. InnerHub may use, analyse, aggregate, anonymise and commercialise such data, including for product improvement, safety, compliance, training of models and reporting, provided that any external publication of insights does not identify you personally.

9.6 Feedback

If you provide InnerHub with any feedback, suggestions or ideas relating to the Platform, you assign to InnerHub all Intellectual Property Rights in that feedback and waive any moral rights in relation to it.

10. Acceptable Use

10.1 Prohibited conduct

You must not, and must not attempt to:

use the Platform for any purpose other than providing the Contractor Services in accordance with these Terms;
reverse engineer, decompile, disassemble, copy, modify, mirror or create derivative works of the Platform or any InnerHub IP, except to the extent permitted by law;
interfere with, disrupt, overload or compromise the security or integrity of the Platform, or attempt unauthorised access to any part of the Platform;
upload or transmit any virus, malware, malicious code or harmful content;
engage in fraudulent, misleading, deceptive, defamatory, harassing, discriminatory, hateful, sexually inappropriate or otherwise unlawful conduct on or via the Platform;
make any medical, diagnostic, therapeutic or curative claims in any communication on or via the Platform;
use the Platform to send unsolicited marketing in breach of the Spam Act 2003 (Cth) or any equivalent law;
use any automated means (including bots, scrapers or crawlers) to access the Platform without InnerHub's prior written consent; or
misrepresent your qualifications, identity, location, experience or services.

10.2 Investigation and enforcement

InnerHub may investigate any suspected breach of this clause and may suspend your Account, remove content, restrict features or terminate these Terms in accordance with clause 14 where it reasonably considers it necessary to protect the Platform, Clients or other Contractors.

11. Non-Circumvention and Non-Solicitation

11.1 Non-circumvention

You acknowledge that InnerHub invests significant resources to source, vet and refer Clients to Contractors via the Platform, and that the Platform's economic model depends on bookings being made and paid for through the Platform. Accordingly, during the Term and for a period of 12 months after termination (Restraint Period), you must not:

contact, solicit or accept business from any Client introduced to you through the Platform (Platform Client) other than through the Platform;
provide, offer or arrange to provide, directly or indirectly, any service equivalent or similar to the Contractor Services to a Platform Client outside the Platform;
facilitate or encourage any Platform Client to make, receive or pay for sessions outside the Platform; or
share with any Platform Client your personal contact details, payment details, social media handles, website or any other means by which the Platform may be bypassed.

11.2 Non-solicitation of contractors and staff

During the Term and for 12 months after termination, you must not directly or indirectly solicit, induce or encourage any other Contractor, employee, agent or contractor of InnerHub to leave or reduce their engagement with the Platform, or to compete with InnerHub.

11.3 Genuine pre-estimated loss

You acknowledge that any breach of clause 11.1 would cause loss to InnerHub that is difficult to quantify, including loss of future Platform Fees and reputational harm. Accordingly, for each Platform Client engaged off-Platform in breach of clause 11.1, you must pay InnerHub an amount equal to the greater of:
1. AUD 2,500 per Platform Client; and
2. the total amount the Platform Client paid to you or to any related person in connection with the off-Platform engagement during the Restraint Period.
You agree this amount is a genuine pre-estimate of InnerHub's loss and not a penalty. Payment of this amount does not limit any other remedy available to InnerHub, including injunctive relief and recovery of actual loss exceeding this amount.

12. Confidentiality

12.1 Confidentiality obligations

Each party must keep the other party's Confidential Information confidential, use it only for the purposes of these Terms and protect it with at least the same degree of care it uses for its own confidential information (and in any event no less than a reasonable standard of care).

12.2 Permitted disclosures

A party may disclose Confidential Information:

to its personnel, professional advisers or service providers who need to know and are bound by equivalent obligations of confidence;
with the other party's prior written consent; or
as required by law, regulator or court order, with prompt prior notice where lawful.

12.3 Client information

Client personal and session-related information is Confidential Information and is also subject to clause 8 (Client Information and Privacy).

13. Warranties, Liability and Indemnity

13.1 Contractor warranties

You represent, warrant and undertake to InnerHub on a continuing basis that:

all information you provide to InnerHub (including in your profile and during onboarding) is true, accurate, current and not misleading;
you hold all qualifications, registrations, memberships, insurances and rights to practise that you represent or are required to provide the Contractor Services lawfully;
your provision of the Contractor Services and use of the Platform will not breach any law, contract, code of conduct or third party right;
you will deliver the Contractor Services with due care, skill and in a professional manner;
you will not make any medical, diagnostic or therapeutic claims, nor hold yourself out as a registered health practitioner unless lawfully so registered and approved by InnerHub; and
the Contractor Submissions do not infringe any third party Intellectual Property Rights or other rights.

13.2 Platform warranties and disclaimer

InnerHub will provide the Platform with reasonable care and skill. To the maximum extent permitted by law, and subject to clause 13.4 (Consumer Guarantees), InnerHub:

provides the Platform on an “as is” and “as available” basis;
does not warrant that the Platform will be uninterrupted, error free, secure or free from viruses; and
makes no representation or warranty about Clients, including their identity, suitability, willingness or ability to pay, or their conduct during sessions.

13.3 Contractor indemnity

You indemnify InnerHub and its officers, employees, contractors and related bodies corporate (Indemnified Parties) against Loss suffered or incurred by an Indemnified Party to the extent arising out of or in connection with:

your provision of the Contractor Services, including any claim by a Client or third party arising from the content, manner or outcome of a session;
any breach by you of these Terms, including the warranties in clause 13.1, the privacy obligations in clause 8, the IP obligations in clause 9, the acceptable use rules in clause 10, or the non-circumvention obligations in clause 11;
any negligent, reckless, fraudulent or unlawful act or omission by you;
any claim that the Contractor Submissions infringe a third party's rights;
any tax, superannuation, employment-related or social security liability claimed by a Government Agency or a Client on the basis of your engagement; and
any regulatory investigation, complaint, finding or penalty against any Indemnified Party arising from your conduct.

Your liability under this indemnity will be reduced proportionately to the extent that the Loss was caused or contributed to by the negligence, breach, or wilful misconduct of an Indemnified Party. Nothing in this indemnity requires you to indemnify an Indemnified Party against liability, or a component of Loss, that cannot lawfully be the subject of an indemnity, including under the Australian Consumer Law.

13.4 Consumer guarantees

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded. Where InnerHub is permitted to limit its liability for breach of a non-excludable guarantee in respect of services, InnerHub's liability is limited, at its option, to:

resupplying the relevant services; or
paying the cost of having the relevant services resupplied.

13.5 Exclusion of indirect loss

To the maximum extent permitted by law, neither party is liable to the other for any indirect, consequential, special, exemplary or punitive Loss, or for any loss of profit, revenue, business, goodwill, anticipated savings, opportunity or data, however arising.

13.6 Cap on InnerHub liability

Subject to clauses 13.4 and 13.7, InnerHub's total aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Platform Fees actually retained by InnerHub from your bookings in the 6 month period immediately before the event giving rise to the relevant claim.

13.7 Unlimited liability

The exclusions and limitations in clauses 13.5 and 13.6 do not apply to liability arising from:

a party's fraud, wilful misconduct or gross negligence;
your breach of clauses 8, 9, 10, 11, 12 or 13.1;
your indemnity obligations under clause 13.3; or
any liability that cannot lawfully be limited.

14. Suspension and Termination

14.1 Term

These Terms commence when you first accept them and continue until terminated in accordance with this clause 14 (Term).

14.2 Termination for convenience

Either party may terminate these Terms for any reason on 30 days' written notice. InnerHub may give such notice via the Platform, email or any other reasonable means.

14.3 Suspension

InnerHub may, acting reasonably, suspend your Account or restrict your access to all or part of the Platform immediately if:

you do not participate in and complete a scheduled session more than three times within any 90 day period of the Term;
InnerHub reasonably suspects you have breached, or are likely to breach, these Terms or applicable law;
InnerHub considers suspension is necessary to protect the Platform, any Client or any other person;
a regulator, professional body or law enforcement agency commences an investigation or makes an adverse finding in relation to you; or
a complaint of sufficient seriousness is made against you, pending investigation.

14.4 Termination for cause

Either party may terminate these Terms immediately by written notice if:

the other party commits a material breach of these Terms and, where the breach is capable of remedy, fails to remedy that breach within 14 days of receiving written notice requiring it to do so; or
the other party becomes insolvent, has a controller, administrator or liquidator appointed, enters into any arrangement with its creditors, or ceases or threatens to cease carrying on business.

14.5 Termination by InnerHub for safety or compliance

InnerHub may terminate these Terms immediately on written notice if you:

breach clause 4, clause 8, clause 10, clause 11 or clause 13.1;
lose any required qualification, registration, membership or insurance;
engage in conduct that, in InnerHub's reasonable opinion, poses a risk to Clients or to the reputation or operation of the Platform; or
are convicted of, or charged with, an offence involving dishonesty, violence, sexual misconduct or any matter relevant to your suitability to provide the Contractor Services.

14.6 Consequences of termination

On termination of these Terms:

your right to access and use the Platform ceases;
you must immediately cease using all InnerHub IP and return or destroy (at InnerHub's election) all Confidential Information of InnerHub and Clients in your possession or control, other than information you are required to retain by law;
InnerHub will pay you any Contractor Fees properly accrued and undisputed in respect of completed sessions, subject to any set-off under these Terms;
you remain liable for, and you must comply with, all surviving obligations, including under clauses 8, 9, 11, 12 and 13; and
any clause which by its nature is intended to survive termination will do so.

15. Complaints and Dispute Resolution

15.1 Complaints about Contractor

If a Client complains about you or the Contractor Services, you must cooperate fully and promptly with InnerHub's investigation and complaints handling process. InnerHub may take any reasonable action consistent with these Terms, including suspending or terminating your Account.

15.2 Disputes between parties

If a dispute arises between you and InnerHub in connection with these Terms (Dispute), a party must not commence any court proceedings (other than for urgent injunctive relief) unless it has first complied with this clause.

15.3 Notice and negotiation

A party claiming that a Dispute has arisen must give written notice to the other party setting out the nature of the Dispute. The parties must then meet (in person or by video conference) within 14 days of the notice and use reasonable endeavours to resolve the Dispute by good faith negotiation.

15.4 Mediation

If the Dispute is not resolved within 21 days of the notice, the parties must refer the Dispute to mediation administered by the Resolution Institute under its Mediation Rules, with the mediator and venue (if any) to be agreed by the parties or, failing agreement, appointed by the Chair of the Resolution Institute.

15.5 Court proceedings

Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.

16. General

16.1 Variation

InnerHub may amend these Terms from time to time by posting an updated version on the Platform or notifying you by email. Amendments take effect 30 days after the date of notice (or such longer period as may be required by law), except that amendments required to address legal, regulatory or security matters may take effect immediately. Your continued use of the Platform after the effective date of an amendment constitutes acceptance of the amended Terms. If you do not agree to an amendment, you may terminate these Terms before it takes effect by giving notice in accordance with clause 14, without incurring any additional charge as a result of the amendment, and InnerHub will pay you any Contractor Fees properly accrued and undisputed up to the date of termination.

16.2 Notices

Notices under these Terms must be in writing and may be given by email or via the Platform. Notices to InnerHub must be sent to legal@innerhub.com.au. Notices to you may be sent to the email address recorded for your Account.

16.3 Assignment

You must not assign, novate or otherwise deal with your rights or obligations under these Terms without InnerHub's prior written consent. InnerHub may assign or novate these Terms to a related body corporate or to a successor in business without your consent.

16.4 Subcontracting

InnerHub may use subcontractors and third party service providers (including payment processors, identity verification providers and cloud hosting providers) in connection with the Platform.

16.5 Entire agreement

These Terms, the Privacy Policy and any policies expressly incorporated into these Terms constitute the entire agreement between the parties in relation to their subject matter and supersede all prior representations, agreements and understandings.

16.6 Severance

If any provision of these Terms is held to be invalid, illegal or unenforceable, it must be read down to the minimum extent necessary, or if it cannot be read down, severed, without affecting the enforceability of the remaining provisions.

16.7 Waiver

A failure or delay in exercising a right under these Terms does not operate as a waiver. A waiver is only effective if given in writing.

16.8 Relationship

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, fiduciary or agency relationship.

16.9 Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by a Force Majeure Event, provided that party promptly notifies the other and uses reasonable endeavours to mitigate the effect.

16.10 Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from those courts.

17. Definitions and Interpretation

17.1 Definitions

Capitalised terms used in these Terms have the meanings given below. Capitalised terms defined elsewhere in these Terms have the meaning given where defined.

Account: the Contractor account you create and use to access the Platform.
Australian Consumer Law: Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Business Day: a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.
Client: a person who registers with the Platform to access Contractor Services.
Confidential Information: all information disclosed by or on behalf of a party that is by its nature confidential, is designated as confidential, or which the receiving party knows or ought reasonably to know is confidential, including Client personal information, the terms of these Terms, and the Platform's business, financial, technical and commercial information; but excluding information that is or becomes public other than by breach of these Terms, was lawfully known to the receiving party without obligation of confidence, or is independently developed without use of the other party's information.
Contractor Fee: the amount payable to you for completed Contractor Services after deduction of the Platform Fee and any other amounts properly due under these Terms.
Contractor Services: the non-clinical wellness, counselling-style and talk-based support services you provide to Clients through the Platform.
Contractor Submissions: the materials, photographs, biographical details, descriptions and other content you submit for your Contractor profile or otherwise upload to the Platform.
Force Majeure Event: an event beyond a party's reasonable control, including natural disasters, fire, flood, pandemic, war, terrorism, civil unrest, strikes (other than involving that party's own workforce), government action, large-scale internet, telecommunications or utility failures.
Government Agency: any government, governmental, semi-governmental, administrative, fiscal, regulatory or judicial body, department, commission, authority, tribunal, agency or entity.
InnerHub IP: has the meaning given in clause 9.1.
Intellectual Property Rights: all current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, inventions and discoveries, and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organization 1967.
Loss: any loss, liability, cost, expense, charge, damage, claim, demand, action, fine, penalty or proceeding (including legal costs on a full indemnity basis).
Platform: the InnerHub online marketplace, websites, applications and related services operated by InnerHub from time to time.
Platform Client: any Client introduced to you through the Platform.
Platform Content: has the meaning given in clause 9.3.
Platform Fee: the fee retained by InnerHub from amounts collected from Clients, as notified to you from time to time.
Privacy Policy: the InnerHub privacy policy published on the Platform, as updated from time to time.
Restraint Period: has the meaning given in clause 11.1.
Term: has the meaning given in clause 14.1.

17.2 Interpretation

In these Terms, unless the context requires otherwise:

the singular includes the plural and vice versa;
a reference to a person includes a body corporate, partnership, trust, unincorporated body and any Government Agency;
a reference to legislation includes amendments, replacements and subordinate instruments;
headings are for convenience only and do not affect interpretation;
“includes” and “including” are not words of limitation;
“$” and “AUD” refer to Australian dollars; and
no rule of construction applies to the disadvantage of a party because that party prepared these Terms.

Acceptance

By clicking “I accept” or otherwise registering for or using a Contractor Account, you confirm that you have read, understood and agree to be bound by these Terms.