Therapists Room Terms and conditions

Data processing

This Data Processing Agreement (“Agreement”) addresses the numerous privacy regulations that are relevant to Kay’s Counselling LTD. (“Kay’s Counselling”) and aims to provide the best privacy protections for the data of our members. The Agreement is meant to provide protections that are both equivalent to and over and above those called for in a Business Associate Agreement. As an independent contractor offering services through the Kay’s Counselling platforms (“You” or “Therapist”), this Agreement is effective as of the day that You accept the Counselor Terms and Conditions. You and Kay’s Counselling are collectively referred to as the “Parties” in this document.

1. Definitions

1. The following terms shall have the following meanings in this Agreement, unless otherwise defined or the context clearly dictates otherwise:
   • All laws and rules governing the processing of personal data are collectively referred to as “data protection law.”
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   • Any action taken on or with Personal Data is referred to as “processing,” which can include but is not limited to gathering, storing, analysing, and erasing it. “Controller” refers to the individual or organisation that decides how data should be processed.
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   • The term “Members” refers to users of the Kay’s Counselling platforms.
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   • The term “Processor” refers to the person or thing handling data for the Controller.
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   • Any information that is linked to an identifiable individual or household—or that can be linked to one using additional information—is referred to as “personal data.” Identifiers, medical data, racial, ethnic, religious, sexual, or relationship information, geographic locations, contact information, employment data, and therapy history are just a few examples of what is referred to as “personal data.” The counselling and other services offered on platforms operated by Kay’s Counselling are referred to as “services” below.
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   • All different tenses as well as the plural and single numbers are included in definitions that convey the singular number.

2. Application

• Aside from any termination allowed by this Agreement, this Agreement will remain in indefinitely
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• This Agreement adds additional contractual conditions to ensure the privacy and security of data provided through Kay’s Counselling to You for Processing. It supplements any other separate agreement between the Parties.
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• This Agreement shall govern all matters relating to Processing if there is a disagreement between it and any other agreement made between the Parties.
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• Any violation of this Agreement will be viewed as a violation of all previous agreements made between the Parties.
• You affirm, by signing this Agreement, that you are aware of and will abide by all applicable data protection laws.

3. Contents of the Processing Agreement

• This Agreement grants You permission to process Personal Information on behalf of Kay’s Counselling. You are only permitted to Process the Personal Data you receive for the purposes of delivering Services and compliance with the law.
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• Under the terms of this Agreement, Kay’s Counselling will provide you with Members’ Personal Data. This Personal Data will consist of messages from Members, onboarding and enrollment information, data requested by Members to be shared with You, and other information obtained on the platforms. You will also obtain restricted Personal Data pertaining to Kay’s Counselling personnel in order to receive support from Kay’s Counselling.

4. Obligations of the Importer of Data

You must:

• Process Personal Data only to the extent necessary to offer the Services or to comply with legal requirements. You may not use this Personal Data for any other reason than providing the Services, complying with the law, or for any other purpose approved by Kay’s Counselling.
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• Process Personal Data on the documented instructions of Kay’s Counselling, including with regards to any transfer of data to third countries or international organisations, unless required to do so by Data Protection Law or other law to which You are subject; in such a case, You shall notify Kay’s Counselling of that legal requirement prior to Processing, unless that law prohibits such disclosure for important reasons of public interest.
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• Ensure that any person acting under your authority who has access to Personal Data is subject to a duty of secrecy and may only process such data in line with Your instructions and never in a manner forbidden by this Agreement.
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• At all times, taking into account the nature of the Processing, establish technological and organisational safeguards commensurate with the level of risk to ensure:
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• The capacity to maintain the secrecy, availability, and availability of processing systems and services,
• Protection of Personal Data from unauthorised or illegal Processing, access, disclosure, copying, modification, storage, reproduction, display, or distribution
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• The capacity to quickly restore the availability and accessibility of Personal Data in the event of a physical or technical incident
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• The standards of the GDPR pertaining to electronic protected health information were applicable.
• Ensure that the Personal Data in your possession is protected by solid policies and procedures and trustworthy, well-trained personnel.
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• Ensure that each of its employees, agents, subcontractors, and any other persons acting under Your authority are made aware of Your obligations and duties under this Agreement with respect to the confidentiality, integrity, and availability of the Personal Data, and require that they enter into binding obligations with You in order to maintain the levels of confidentiality, security, and protection stipulated in this Agreement.
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• Not disclose Personal Data directly or indirectly to any third party without Kay’s Counselling’s prior written approval. Under the terms of this Agreement, you are expressly permitted to disclose Personal Data as required by law.
• not employ another subprocessor without Kay’s Counselling’s prior specific or general written authorization. You must advise Kay’s Counselling of any anticipated changes regarding the addition or replacement of other sub-processors in the case of a general written authorization, giving Kay’s Counselling the chance to object to such changes.
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• Ensure that, where You engage another sub-processor to carry out specific Processing activities on behalf of Kay’s Counselling, the same data protection obligations herein are imposed on that sub-processor by means of a contract or other legal act under Data Protection Law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures so that the processing will meet the requirements of Articles 32 and 2 of the GDPR. You shall remain fully liable to Kay’s Counselling for the fulfilment of that other sub-obligations processor’s if that other sub-processor fails to comply with its data protection obligations.
• Assist Kay’s Counselling, to the extent possible, in the fulfilment of Kay’s Counselling’s obligation to respond to requests for exercising the data subject’s rights in accordance with the Data Protection Law.
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• Assist Kay’s Counselling in ensuring compliance with Kay’s Counselling’s obligations regarding security of processing, notification of Personal Data breaches to the appropriate supervisory authority or regulator, communication of Personal Data breaches to the Member, Data Protection impact assessments, and prior consultation with the appropriate supervisory authority or regulatory agency, as applicable.
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• Notify Kay’s Counselling immediately and without undue delay if any Personal Data is lost, destroyed, damaged, corrupted, or rendered unusable, or if there is any accidental, unauthorised, or unlawful processing of Personal Data, or if there is any Personal Data breach.
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• Make available to Kay’s Counselling all information required to demonstrate compliance with the Data Protection Laws and the terms of this Agreement, as well as permit and contribute to audits, including inspections, conducted by Kay’s Counselling or another auditor designated by Kay’s Counselling.
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• Notify Kay’s Counselling immediately and without undue delay if it believes it has been asked to perform something that violates the Data Protection Laws.
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• Where relevant for therapists helping members in the European Union and United Kingdom, maintain a record of all categories of processing operations performed on behalf of Kay’s Counselling that comply with Article 30 of the General Data Protection Regulation.
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• Where applicable, maintain a record of internal practises, books, and records pertaining to the use and disclosure of protected health information received from, or created or received by You on behalf of Kay’s Counselling for the purposes of HHS and other regulatory agencies determining compliance with the Data Protection Laws, and make such documentation available to regulators as required.
• Cooperate with the appropriate supervising authority or regulator in the performance of its duties, as applicable.
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• At Kay’s Counselling’s discretion, either delete or return all Personal Data to Kay’s Counselling after the conclusion of the provision of services described in section 3.2 relating to the Processing, and erase any existing copies of the Personal Data, unless the Data Protection Law or some other law requires the storage of the Personal Data.
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• Not sell Personal Information or aggregate or de-identify Personal Information for any purpose other than providing the Services.
• You represent and warrant that You will abide by the provisions of this Agreement and any applicable Data Protection Law.

5. Responsibilities of the Kay’s Counselling
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   • Kay’s Counselling represents and warrants that it will comply with the provisions of this Agreement and all applicable Data Protection Law, and that it has obtained all required authorization to provide You with the Personal Data.
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   • Kay’s Counselling is required to implement adequate technical and organisational steps to ensure:
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   • The capacity to maintain the secrecy, availability, and availability of processing systems and services,
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   • The capacity to quickly restore availability and access to Personal Data in the event of a physical or technical incident
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   • A procedure for testing, assessing, and evaluating the efficiency of technological and organisational measures to ensure the security of the processing on a regular basis.
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   • Kay’s Counselling shall take steps to ensure that any natural person acting under Kay’s Counselling’s authority who has access to the Personal Data only processes the Personal Data in accordance with Kay’s Counselling’s written instructions.
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   • Kay’s Counselling may furnish You with the Personal Information referred to in Section 3 of this Agreement.

6. Personal Data Transfers
   • Kay’s Counselling hereby enables You to transfer the Personal Data as follows:
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   • You may transmit the Personal Data internally to your own members of staff, offices, and facilities.
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   • You may send Personal Data to Your sub-processors so long as such transfers are necessary for the provision of the Services.
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   • You may transfer Personal Data to third countries or foreign organisations acting as sub-processors, so long as such transfers comply with applicable Data Protection Laws.

7. Liability
   • You shall be liable for and indemnify Kay’s Counselling for any action, proceeding, responsibility, cost, claim, or expense caused or incurred by, awarded against, or agreed to be paid by Kay’s Counselling in connection with
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   • Your failure or the failure of sub-processors employed by You to perform Processing activities on behalf of Kay’s Counselling in accordance with Data Protection Laws and this Agreement, and Any violation of Your responsibilities under this Agreement.
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8. Termination
   • You may terminate this Agreement by providing Kay’s Counselling with 90 days’ prior written notice. Upon delivering Kay’s Counselling written notice of termination, You must promptly return all data collected from Kay’s Counselling.
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   • Kay’s Counselling may terminate this Agreement at any time with 90 days’ written notice, or immediately if You breach any of its terms.
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   • The provisions of clause 4 shall survive the termination of this Agreement and continue in full force and effect until all data is returned to Kay’s Counselling and in respect of assisting Kay’s Counselling to comply with any of its data protection duties and obligations outlined in clause

9. Assignment
   • Neither party may transfer or assign this Agreement without the prior written agreement of the other party.

10. Jurisdiction

This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by and construed in accordance with the laws of the United Kingdom with respect to Personal Data of Members in the United Kingdom or European Union and the laws of Delaware with respect to Personal Data of Members in all other jurisdictions, and any dispute, proceeding, or claim between the Parties relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of the United Kingdom.

By continuing to provide the Service, each party has caused the Agreement to be executed by its properly authorised representative.