Terms of Service

1. Definitions

• "Client" means an organisation or individual that has engaged OCIPO for Tech Enablement services.
• "Service User" means an individual engaging with People Wellness services, including counselling, the Resource Hub, or Living Legacy.
• "Deliverables" means any work product, software, documentation, reports, or other output produced by OCIPO in the course of providing Tech Enablement services.
• "Confidential Information" means any non-public information disclosed by one party to the other in connection with the Services.
• "Counsellor" means a qualified practitioner engaged by OCIPO to deliver People Wellness services.
• "Session" means a scheduled online appointment between a Service User and a Counsellor.
• "Content" means all text, data, files, images, software, scripts, and other material on the OCIPO website.

2. Eligibility

You must be at least 18 years of age to independently enter into these Terms. People Wellness services may be accessed by persons under 18 only with the consent of a parent or legal guardian, who accepts these Terms on the minor's behalf and assumes full responsibility for ensuring the minor's appropriate use of the Services.

By using our Services, you represent and warrant that you have the legal capacity to enter into a binding agreement, and that your use of the Services complies with all applicable laws and regulations in your jurisdiction.

3. Tech Enablement services

3.1 Service engagement

Tech Enablement services — including Reinforcers (technology staffing), Enablers (technology support), Advocates (development and implementation), and related consulting — are provided pursuant to a separate Statement of Work, Master Services Agreement, or other written engagement document (collectively, "Service Agreement") agreed between OCIPO and the Client. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail.

3.2 Technology staffing (Reinforcers)

• OCIPO acts as an intermediary to identify and present candidates for permanent, contract, or managed workforce placements.
• We exercise reasonable care in screening candidates; however, final hiring decisions rest solely with the Client.
• Placement fees, replacement guarantees, and notice periods are as specified in the applicable Service Agreement.
• Clients must not directly engage candidates introduced by OCIPO without our knowledge and consent during the agreed restriction period.
• OCIPO will not introduce the same candidate to competing clients without disclosure.

3.3 Technology support (Enablers)

• Support services are provided in accordance with the Service Level Agreement (SLA) specified in the applicable Service Agreement.
• The Client must provide OCIPO with reasonable access to systems, infrastructure, and personnel necessary to perform support services.
• SLA credits, if applicable, are the exclusive remedy for failure to meet service levels, unless otherwise agreed in writing.
• OCIPO is not liable for system failures caused by third-party software, hardware defects, or circumstances beyond our reasonable control.

3.4 Development and implementation (Advocates)

• Development and implementation services are scoped and agreed in writing prior to commencement.
• Any changes to agreed scope must be documented in a written change order signed by both parties.
• Unless otherwise agreed in writing, Deliverables created specifically for the Client and fully paid for shall become the Client's property upon receipt of full payment. Pre-existing intellectual property of OCIPO remains OCIPO's property.
• OCIPO warrants that Deliverables will materially conform to agreed specifications for a period of 90 days following delivery.

3.5 Client responsibilities

Clients are responsible for: providing accurate information and timely decisions; ensuring that OCIPO has appropriate authorisations to access systems and data; compliance with applicable laws in their use of the Deliverables; and maintaining appropriate backups of their data.

4. People Wellness services

4.1 Nature of services

People Wellness services — including online grief counselling, the Resource Hub, and Living Legacy — are provided for general wellbeing support. These services are not a substitute for emergency mental health care, medical treatment, or crisis intervention.

If you are in immediate danger or experiencing a mental health emergency, please contact emergency services in your location immediately. OCIPO People Wellness services cannot guarantee real-time crisis response.

4.2 Counselling services

• All Counsellors providing services through OCIPO are qualified practitioners who operate in accordance with the ethical standards of a recognised professional body.
• Counselling is provided online via agreed digital platforms. Sessions are confidential subject to the limitations described in Section 4.3.
• Service Users must provide honest and accurate information to enable effective support.
• OCIPO reserves the right to decline or discontinue counselling services where it is assessed that the level of clinical need exceeds what online counselling can safely provide, in which case appropriate referral guidance will be offered.
• Sessions must be attended at the agreed time. Cancellations with less than 24 hours' notice may incur a cancellation fee as set out in the applicable service terms.

4.3 Confidentiality and limits

Confidentiality is a cornerstone of the counselling relationship. Information shared in sessions will not be disclosed without your consent except in the following circumstances:

• Where there is a risk of serious harm to you or another person.
• Where disclosure is required by applicable law, court order, or regulatory obligation.
• Where information is shared in anonymised form with a clinical supervisor as required by professional standards.

4.4 Resource Hub and Living Legacy

• Resources listed in the Resource Hub are provided for informational purposes only. OCIPO does not endorse and is not responsible for the content, services, or policies of third-party organisations linked from the Resource Hub.
• Living Legacy impact stories are shared with the explicit consent of the individuals concerned. Names and identifying details may be changed or withheld at the individual's request.
• The community blog at wellness.ocipo.com is moderated by OCIPO. User-submitted content must comply with our community standards. OCIPO reserves the right to remove content that is harmful, misleading, or otherwise inappropriate.

4.5 No medical advice

Nothing on our website or in our Services constitutes medical or psychiatric advice. OCIPO Counsellors are not medical doctors and cannot prescribe medication, provide diagnoses, or substitute for medical care. If you have concerns about your physical or psychiatric health, please consult a qualified medical professional.

5. Acceptable use

You agree not to use our website or Services to:

• Violate any applicable law, regulation, or third-party rights.
• Transmit any material that is harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Attempt to gain unauthorised access to any part of our systems or services.
• Interfere with or disrupt the integrity or performance of our website or services.
• Harvest or collect personal information about other users without their consent.
• Use our services to transmit unsolicited commercial communications.
• Reverse engineer, decompile, or disassemble any aspect of our services or technology.

6. Intellectual property

All Content on the OCIPO website — including text, graphics, logos, images, and software — is owned by or licensed to OCIPO and is protected by applicable intellectual property laws. You may access and use the website for personal, non-commercial purposes only. You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any Content without our prior written permission.

The OCIPO name, logo, and service marks are trademarks of OCIPO Services, LLC. Nothing in these Terms grants you any right to use our trademarks without prior written consent.

7. Confidentiality

Each party agrees to keep the other's Confidential Information confidential, to use it only for the purposes of the Services, and not to disclose it to third parties without prior written consent, except as required by law or as necessary to deliver the agreed Services. Confidentiality obligations survive termination of these Terms for a period of 5 years, except in relation to People Wellness clinical records and trade secrets which shall remain confidential indefinitely.

8. Fees and payment

Fees for Tech Enablement services are as set out in the applicable Service Agreement. Fees for People Wellness services are communicated prior to commencement of services.

• Invoices are payable within the period specified on the invoice or in the Service Agreement.
• Late payments may attract interest at a rate specified in the Service Agreement or, where not specified, at a commercially reasonable rate.
• All fees are exclusive of applicable taxes unless stated otherwise. You are responsible for all applicable taxes in your jurisdiction.
• Free initial consultations for People Wellness are provided at OCIPO's discretion and do not constitute a commitment to ongoing services.

9. Warranties and disclaimers

OCIPO warrants that it will provide Services with reasonable care and skill, and that Counsellors hold the qualifications and registrations represented. Except as expressly stated, the Services and website are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including without limitation implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that the website will be uninterrupted, error-free, or free from viruses. We do not warrant that any particular outcome will result from use of People Wellness services.

10. Limitation of liability

To the maximum extent permitted by applicable law, OCIPO shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, or business interruption, arising out of or in connection with these Terms or the use of, or inability to use, the Services.

OCIPO's total aggregate liability for any claims arising under or in connection with these Terms shall not exceed the total amount paid by you to OCIPO in the 12 months preceding the event giving rise to the claim, or — where no fees were paid — a nominal amount as permitted by applicable law.

Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless OCIPO and its officers, directors, employees, and agents from and against any claims, liabilities, damages, judgements, awards, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to your violation of these Terms, your use of the Services, or your infringement of any intellectual property or other rights of any third party.

12. Term and termination

These Terms remain in effect for as long as you use our website or Services. Either party may terminate a service engagement by providing the notice period specified in the applicable Service Agreement or, where no notice period is specified, 30 days' written notice.

OCIPO may suspend or terminate your access to Services immediately and without notice if you materially breach these Terms, if continued provision poses a risk to safety or wellbeing, or if required by law. Upon termination, your right to use the Services ceases immediately. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

13. Data protection

Your use of our Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. Where OCIPO processes personal data on behalf of a Client in the course of providing Tech Enablement services, the parties will enter into a separate data processing agreement governing such processing.

14. Governing law and dispute resolution

These Terms shall be governed by and construed in accordance with applicable law. In the event of a dispute, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, either party may refer the matter to mediation before a mutually agreed mediator. If mediation is unsuccessful, the dispute may be referred to binding arbitration or the courts of competent jurisdiction, as agreed between the parties or as required by applicable law.

Nothing in this clause prevents either party from seeking urgent injunctive relief in any court of competent jurisdiction.

15. General provisions

• Entire agreement: these Terms, together with any applicable Service Agreement and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof.
• Severability: if any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
• No waiver: failure to enforce any provision of these Terms shall not constitute a waiver of the right to enforce that provision in the future.
• Assignment: you may not assign your rights or obligations under these Terms without our prior written consent. OCIPO may assign its rights and obligations in connection with a corporate restructuring, merger, or acquisition.
• Force majeure: neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of nature, government action, pandemics, or infrastructure failures, provided the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.
• Relationship of parties: nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
• Amendments: OCIPO reserves the right to update these Terms at any time. Material changes will be communicated with reasonable notice. Continued use of our Services after the effective date of changes constitutes acceptance of the updated Terms.

16. Contact us

For questions about these Terms, please contact us: