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ORPHEUS MIND TECHNOLOGIES

ORPHEUS ACADEMY MEMBERSHIP – LICENCE TERMS AND CONDITIONS

Version 2 — 21 July 2026. This version adds Membership Types (Self-Helper and Therapist), the Members’ Forum, the Practitioner Directory, affiliate activation and variation provisions (clauses 22–26), updates the permitted qualified titles (clauses 2.9–2.10), and corrects minor defects.

  1. DEFINITIONS AND INTERPRETATION

    1. In these Terms and Conditions, unless the context requires otherwise:
Affiliate Agreement means the separate Affiliate Marketing Agreement available on the Orpheus website, as amended from time to time;

App

the software application or applications owned and developed by Orpheus through which the Therapeutic Content can be accessed;

Business Day

means a day other than a Saturday, Sunday or public holiday;

Commencement Date

means the date on which the first Yearly Fee is paid by the Licensee to Orpheus;

Confidential Information

shall have the meaning given in clause 11;

Corporate Entity

means any limited, public, or other company, partnership, limited liability partnership, charity, or any other legal structure intended to form an institution or other organisational structure;

Database Profile means the facility in the Licensee’s Orpheus account in which the Licensee maintains the information used for their Directory listing;
Directory means the public “Find an Orpheus Practitioner” directory published on the Orpheus website from time to time;

Exam

an examination taken following completion of a training course or courses offered by Orpheus;

Fees

means either or both of the Yearly Fee and the Patient Surcharge as the context requires;

Forum means the private members’ discussion forum made available by Orpheus to Members from time to time;
Forum Rules means the rules of conduct for the Forum displayed within the Forum, as amended by Orpheus from time to time;

Licence

the licence referred to in clause 2.1;

Licensee

the person to whom Orpheus has granted the Licence on these Terms and Conditions

Member means a person holding a current Membership of either Membership Type and “Membership” shall be interpreted accordingly;
Membership Type means Self-Helper Membership or Therapist Membership, as set out in clause 22;

Month

means the period of one calendar month from the Commencement Date and each successive calendar month during the term of these Terms and Conditions and Monthlyshall be interpreted accordingly;

Orpheus

means Orpheus Mind Technologies Limited incorporated in England and Wales with company number 12038605 and any subsidiaries and associated companies as defined by the Companies Act 2006;

Orpheus Licensees

persons to whom Orpheus has granted a license to use the Tracks in the same or similar form to these Terms and Conditions;

Patient

means clients, customers, patients or private individuals who are paying for their own Therapy. and Patients shall be interpreted accordingly;

Patient Surcharge

the charge per patient to whom access to the App and Therapeutic Content is granted by the Licensee pursuant to clause 3;

Self-Helper Membership means the Membership Type described in clause 22.2;

Term

the term referred to in clause 4;

Territory

means anywhere;

Therapeutic Content

means the hypnotic, therapeutic tracks, videos and other content made available by Orpheus for access via the App from time to time;

Therapist Membership means the Membership Type described in clause 22.3;

Therapy

means counselling, coaching, therapy, advice or any other reasonable definition of mental health help and support;

Tracks

means:

  • the therapeutic tracks; and

  • the informational and instructional tracks,

made available by Orpheus for access via the App only;

VAT

means United Kingdom value added tax as defined by the Value Added Tax Act 1994 or any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

Year

means the period of one calendar year from the Commencement Date and each successive calendar year during the term of these Terms and Conditions and Yearlyshall be interpreted accordingly;

Yearly Fee

the fee for the grant of the Licence for one year as set out on Orpheus website from time to time.

    1. In these Terms and Conditions:
      1. any clause or other headings in these Terms and Conditions are included for convenience only and shall have no effect on the interpretation of these Terms and Conditions;
      2. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
      3. a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
      4. words in the singular include the plural and vice versa;
      5. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
      6. a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
      7. a reference to legislation is a reference to that legislation as in force as at the Commencement Date.
  1. SCOPE OF LICENCE

    1. Subject to the terms of these Terms and Conditions, Orpheus grants to the Licensee the non-exclusive right to use the Tracks during one-to-one Therapy sessions with Patients of the Licensee in the Territory on the terms of these Terms and Conditions (“Licence”).
    2. Notwithstanding clause 2.1, and for the avoidance of any doubt, the Licensee shall not be permitted to sell, distribute, or licence the Tracks to any persons in the Territory other than pursuant to clause 3 but the Licensee shall promote the App and the Therapeutic Content to Patients with a view to such Patients using the App and the Therapeutic Content both during and outside of Therapy sessions with the Licensee.
    1. The Licensee shall not copy, reproduce, modify, amend, add to or in any way alter or create derivatives or translations of the Tracks without Orpheus’s prior written consent or as permitted by applicable law.
    2. In order to maintain and preserve the quality of Therapy provided using the Tracks, and to mitigate the risk of damage to the Orpheus brand, it is a condition of the licence granted under these Terms and Conditions that the Licensee shall (at its own cost) undertake any and all training and accreditation that Orpheus implements and requires for its Orpheus Licensees generally on the same terms as Orpheus offers to such Orpheus Licensees.
    3. During the term of the Licence the level of qualification of the Licensee shall be preserved at the level of the highest certificate which has been awarded to the Licensee upon completion of an Exam save that if during the term of these Terms and Conditions the Licensee passes an Exam or Exams by Orpheus resulting in a certificate award at a higher level, the level of the qualification of the Licensee shall be deemed to be at that higher level from the date of award of the relevant certificate.
    4. Notwithstanding clause 2.5, if the Licence is terminated in accordance with clause 12.1 and the Licensee subsequently enters into a further licence with Orpheus on terms similar to these Terms and Conditions then
      1. if the further licence is entered into within 6 months of the termination date then the Licensee’s qualification will be preserved with no booster course being required, or
      2. if the further licence is entered into more than 6 months after the termination date, then their qualification may be preserved in such further agreement if (and only if) the Licensee completes a booster course and passes the relevant Exam(s) again.
    5. Where the Licensee references or discusses the Tracks in any way with any third party it shall refer to them as being Orpheus Tracks but shall not, subject to clause 2.8, describe themselves as being Orpheus affiliated, unless they have entered into a separate consultancy or employment contract with Orpheus.
    6. The Orpheus name and logo are registered marks and cannot be used by the Licensee before entering into a Licence. They must also on termination of the Licence delete image files and remove the logo from any of their public and private promotional materials, including from any 3rd party website and directories not owned by Orpheus. The Licensee shall not describe themselves or in any way reference being Orpheus accredited without a current Licence.
    7. On passing a Level 1 Exam and entering into a Licence Agreement, the Licensee may describe themselves as “Orpheus Academy Level 1 qualified” but not, for the avoidance of any doubt, using any other title or description referencing Orpheus, and must in every case make clear the level held.
    8. On passing a Level 2 Exam and entering into a Licence Agreement, the Licensee may describe themselves as “Orpheus Academy Level 2 qualified” but not, for the avoidance of any doubt, using any other title or description referencing Orpheus, and must in every case make clear the level held.
  1. PATIENT ACCESS

    1. If Orpheus agrees to allow Licensee to grant Patients access to the App and Therapeutic Content via the Licensee’s Orpheus account, the provisions of this clause 3 shall apply.
    2. Subject to the Patients entering into an end user licence agreement in Orpheus standard form, the Licensee may in its sole discretion allow its Patients (but not any other third parties) to access the App and Therapeutic Content outside of Therapy sessions with the Licensee via the Licensee’s Orpheus account by selecting this option within the Licensee’s Orpheus account.
    3. The Licensee shall pay the Patient Surcharge for each Patient to whom such access is granted.
    4. All Patient Surcharges shall be invoiced to the Licensee on a monthly basis on the first day of each month in respect of Patient Surcharges arising in respect of the previous month. Patient Surcharges shall not be pro-rated, discounted, or otherwise reduced if any Patient is granted access, or has their access removed, midway through any month.
    5. All invoices in respect of Patient Surcharges must be paid in full within 7 days of their date.
    6. If any Patient Surcharges are not paid by their due date Orpheus reserves the right (without prejudice to its other rights) to suspend each Patient’s access to the App and Therapeutic Content until such Patient Surcharges have been paid in full.
    7. It is the Licensee’s responsibility to update its Patient access list via the Licensee’s account if it ceases to treat any Patient and/or no longer wishes for them to have access to the App and Therapeutic Content via the Licensee. Licensee shall be liable for all Patient Surcharges accruing until Orpheus has been so notified.
  2. TERM

The Licence shall commence on the Commencement Date and shall continue unless terminated in accordance with any of the provisions of clause 12 or any other clause of these Terms and Conditions.

  1. COMMERCIAL AND TECHNICAL ASSISTANCE

Orpheus undertakes from time to time during the continuance of these Terms and Conditions, at the request of the Licensee, to render to the Licensee adequate commercial and technical assistance in connection with the use of the App (where applicable) and the Therapeutic Content.

  1. FEES

    1. In consideration of the rights granted under these Terms and Conditions, the Licensee shall pay Orpheus the Fees.
    2. The initial Yearly Fee for the first Year of the Licence shall be as set out in the Licensee’s Orpheus Academy account and on the Orpheus Academy website. For subsequent Years, the Yearly Fee shall be as set out on the Orpheus Website and Academy pages.

6.2 The Yearly Fee shall be payable annually in advance and Orpheus shall issue an invoice between 30-60 days before the end of each Year for the following Yearly Fee and the Licensee shall pay the invoice via the payment processing system which will auto renew each year.

  1. UNDERTAKINGS BY THE LICENSEE

The Licensee undertakes and agrees with Orpheus that it will at all times during the continuance in force of these Terms and Conditions:

    1. use reasonable endeavours to promote and extend the market for the App (where applicable) and the Therapeutic Content therein to all of its Patients in respect of whom it uses the App (where applicable) and the Therapeutic Content;
    2. only use the Therapeutic Content in accordance with the training and guidelines provided by Orpheus;
    3. not represent or otherwise hold itself out as being an agent, partner, representative or otherwise formally associated with Orpheus other than being authorised to use the Tracks in Therapy sessions on the terms of these Terms and Conditions;
    4. not offer to provide Therapeutic Content to any Corporate Entity without the express written consent of Orpheus and to promptly refer any opportunities, enquiries, or requests for services utilising the Therapeutic Content from any such Corporate Entities to Orpheus in order for Orpheus to evaluate whether to offer the Therapeutic Content to such Corporate Entity itself. Orpheus hereby agrees that in the case of any such referral if Orpheus decides to offer the Therapeutic Content to such Corporate Entity and Orpheus considers (in its sole discretion) that it requires support from third party therapists it will give the Licensee a right of first refusal to enter into an arrangement with Orpheus (on Orpheus’s standard terms) to provide such Therapeutic Content and other services to the Corporate Entity for and on behalf of Orpheus;
    5. not incur any liability on behalf of Orpheus or in any way pledge or purport to pledge Orpheus’s credit or purport to make any contract binding upon Orpheus;
    6. immediately bring to the attention of Orpheus any improper or wrongful use of Orpheus’s trade marks, emblems, designs, models or other intellectual or commercial property rights which come to the notice of the Licensee and will in the performance of its duties under these Terms and Conditions use reasonable efforts to safeguard the property rights and interests of Orpheus and take all steps required by Orpheus to defend such rights; and
    7. promptly bring to the attention of Orpheus any information received by the Licensee which is likely to be of interest, use or benefit to Orpheus in relation to the clinical/therapeutic use, marketing and/or support of the App (where applicable) and/or Therapeutic Content.
  1. LIABILITY

    1. The Licensee warrants that they are sufficiently trained to offer Therapy to Patients and accepts full liability for any such service given to their Patients.
    1. The Licensee shall from the date of these Terms and Conditions, and thereafter for the remainder of the term of these Terms and Conditions be liable for any legal costs arising from their provision of Therapy, including claims made against the Licensee. It must maintain employer’s liability, third party liability, product liability and professional indemnity insurance cover in respect of its liabilities arising out of or connected with these Terms and Conditions and/or its use of the Tracks with Patients, such cover to be to a minimum value of £1,000,000 per year and with an insurance company of repute. Such cover must be maintained for a period of time sufficient to cover any retrospective claims.
    1. The Licensee shall on request supply copies of the relevant certificates of insurance to Orpheus as evidence that such policies remain in force and that the current premium has been paid. The Licensee undertakes to use reasonable commercial efforts to pursue or defend claims under such insurance policies.
    2. The extent of the parties’ liability under or in connection with these Terms and Conditions (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 8.
    3. Subject to clause 8.8, neither party shall be liable for consequential, indirect or special losses.
    4. Subject to clause 8.8, neither party shall be liable for any of the following (whether direct or indirect):
      1. loss of profit;
      2. loss of contract;
      3. loss of opportunity;
      4. loss of savings, discount or rebate (whether actual or anticipated);
    5. Except as expressly stated in these Terms and Conditions, and subject to clause 8.8, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
    6. Notwithstanding any other provision of these Terms and Conditions, the liability of the parties shall not be limited in any way in respect of the following:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation;
      3. any other losses which cannot be excluded or limited by applicable law;
      4. any losses caused by wilful misconduct.
  1. FORCE MAJEURE

Neither party shall have any liability under or be deemed to be in breach of these Terms and Conditions for any delays or failures in performance which result from circumstances beyond the reasonable control of that party or which could not have reasonably contemplated and taken reasonable steps to mitigate. If such circumstances continue for a continuous period of more than 1 month, the non-affected party may terminate the Licence by written notice to the other party.

  1. INTELLECTUAL PROPERTY RIGHTS

    1. The Licensee acknowledges that any and all of the copyrights and other intellectual property rights used or embodied in or in connection with the Tracks, the App and the Therapeutic Content shall remain the property of Orpheus.
    2. The Licensee also acknowledges that such copyrights and other rights belonging to Orpheus are only used by the Licensee with the consent of Orpheus and during continuation of these Terms and Conditions. Upon expiry or termination of the Licence the Licensee shall forthwith discontinue such use, without receipt of compensation for such discontinuation.
    3. The Licensee shall not during or after the expiry or termination of the Licence, without the prior written consent of Orpheus, use or adopt any name, trade name, trading style or commercial designation used by Orpheus.
    4. Orpheus shall defend at its own expense any claim brought against the Licensee alleging that the Tracks, the App (where applicable) or the Therapeutic Content infringe the intellectual property rights of a third party (“Intellectual Property Claim”) and Orpheus shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that the Licensee:
      1. furnishes Orpheus with prompt written notice of the Intellectual Property Claim;
      2. provides Orpheus with reasonable assistance in respect of the Intellectual Property Claim;
      3. gives to Orpheus the sole authority to defend or settle the Intellectual Property Claim.
    5. If, in Orpheus’s reasonable opinion, a Track is or may become the subject of an Intellectual Property Claim then Orpheus shall either:
      1. obtain for the Licensee the right to continue using the Tracks which are the subject of the Intellectual Property Claim; or
      2. replace or, with the prior written consent of the Licensee, modify the Tracks which are the subject of the Intellectual Property Claim so they become non-infringing.
    6. If the remedies set out in clause 10.5 above are not in Orpheus’s opinion reasonably available (including on the grounds of cost), then the Licensee shall cease using the Tracks which are the subject of the Intellectual Property Claim and Orpheus shall refund to the Licensee the corresponding portion of the Fees (if any) paid in respect of such Tracks.
    7. Orpheus shall have no liability for any Intellectual Property Claim resulting from any modification of any of the Tracks by a party other than Orpheus or its authorised agent. Such modifications or derivatives are forbidden as set out under clause 2.3.
    8. Orpheus warrants to the Licensee that:
      1. so far as it is aware the Tracks, the App and the Therapeutic Content are its or the author’s own original work and do not infringe the intellectual property rights of any third party;
      2. it is the owner of the Tracks, the App and the Therapeutic Content and has entered into all necessary documents (including, where necessary, assignments) with any relevant author(s) to allow it to enter into and comply with these Terms and Conditions;
      3. Orpheus has obtained from all author(s) of the Tracks, the App and the Therapeutic Content waivers of all moral rights or similar rights in respect of the Tracks, the App and the Therapeutic Content;
      4. neither the Tracks, the App nor the Therapeutic Content infringes the intellectual property rights of any third party nor, so far as Orpheus is aware, are there any infringing items owned by any third party.
  2. CONFIDENTIAL INFORMATION

    1. Except as expressly provided, each party (“the Receiving Party“) undertakes, to treat as confidential and keep secret all information of the other party (“the Disclosing Party“) marked ‘confidential’ or which may reasonably be supposed to be confidential that is disclosed by the Disclosing Party to the Receiving Party during the negotiations or the performance of these Terms and Conditions (“the Information“). The Receiving Party shall protect the Information with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices, provided that, this clause shall not extend to any information which was rightfully in the possession of the Receiving Party prior to the commencement of the negotiations leading to these Terms and Conditions or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause).
    2. The Receiving Party shall not without the prior written consent of the Disclosing Party divulge any part of the Information to any person except:
      1. to its own employees who need to know the same; and
      2. to its auditors, an officer of HM Revenue and Customs, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right, duty or obligation to know the business of the Receiving Party and then only in pursuance of such right duty or obligation.
    3. The Receiving Party undertakes to ensure that persons and bodies referred to in clause 11.2 are made aware before the disclosure of any part of the Information that the same is confidential and that they owe a duty of confidence to the Disclosing Party.
    4. The Receiving Party shall promptly notify the Disclosing Party if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Information and shall give the Disclosing Party all reasonable assistance in connection with any proceedings which the Disclosing Party may institute against such person for breach of confidence.
    5. Clause 11 shall remain in full force and effect for two years following any termination of these Terms and Conditions.
    6. The Licensee further agrees that upon expiry or termination of these Terms and Conditions it shall not itself or through any subsidiary or agent or otherwise, sell, sub-license, market, distribute or otherwise deal with any of the Tracks (in whole or in part) or have any software developed upon any confidential information supplied to it by Orpheus, or in any way pursuant to these Terms and Conditions.
  3. TERMINATION OR EXPIRY

    1. The Licence shall expire at the end of the current Year in respect of which the Yearly Fee has been paid unless prior to the end of that Year Orpheus has issued an invoice which Licensee has paid in accordance with clause 6, in which case it shall continue for a further Year.
    2. Notwithstanding any provisions contained in it, the Licence may be terminated immediately by either party by notice in writing from the party not at fault if:
      1. the other party shall commit any act of bankruptcy, shall have a receiving order made against it, shall make or negotiate for any composition or arrangement with or assignment for the benefit of its creditors or if the other party being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up or shall enter into any liquidation (other than for the purpose of reconstruction or amalgamation), shall call any meeting of its creditors, shall have a receiver of all or any of its undertakings or assets appointed, or shall cease to carry on business;
      2. the other party shall at any time be in default under these Terms and Conditions and shall fail to remedy such default within 30 days from receipt of notice in writing from the first party specifying such default.
    3. The expiry or termination of the Licence shall be without prejudice to the rights of the parties accrued up to the date of such expiry or termination nor shall it affect the coming into force or the continuance in force of any provision in these Terms and Conditions which is expressly or by implication intended to come into or to continue in force on or after such termination.
    4. The Licensee shall not be entitled to any pro rated refund of any Fees on expiry or termination of these Terms and Conditions unless it is entitled to terminate these Terms and Conditions in accordance with clause 12.2.
    5. Upon expiry or termination (for whatever reason) of the Licence, the Licensee shall return or destroy (as Orpheus shall instruct) no later than 14 days thereafter, all technical information and any other data supplied to the Licensee during the continuance of these Terms and Conditions and all and any copies made of the whole or any part of the same.
  4. WAIVER

Unless a party expressly waives its rights in writing, no delay, neglect or forbearance by either party in enforcing against the other party any term or condition of these Terms and Conditions shall either be or be deemed to be a waiver or in any way prejudice any right of that party under these Terms and Conditions. No right, power or remedy in these Terms and Conditions conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

  1. ASSIGNMENT

The Licence shall not be assigned by either party, in whole or in part, to any third party without the prior written consent of the other party.

  1. SUCCESSORS AND ASSIGNEES

    1. These Terms and Conditions shall be binding upon, and inure to the benefit of, the parties and their respective successors and permitted assignees, and references to a party in these Terms and Conditions shall include its successors and permitted assignees.
    2. In these Terms and Conditions references to a party include references to a person:
      1. who for the time being is entitled (by assignment, novation or otherwise) to that party’s rights under these Terms and Conditions (or any interest in those rights); or
      2. who, as administrator, liquidator or otherwise, is entitled to exercise those rights,

and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that party. For this purpose, references to a party’s rights under these Terms and Conditions include any similar rights to which another person becomes entitled as a result of a novation of these Terms and Conditions.

  1. NOTICES

    1. All notices under these Terms and Conditions shall be in writing and must be in English.
    2. Notices shall be deemed to have been duly given:
      1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
      2. on the second business day of the sender following mailing, if mailed by national ordinary mail, postage prepaid; or
      3. on the first business day after sending if sent by email to info@orpheusmindtechnologies.com in the case of Orpheus or its registered email address in the case of the Licensee,

in each case addressed to the address set out at the beginning of these Terms and Conditions or such other address as is notified to the other party.

  1. ANNOUNCEMENTS

Neither party shall issue or make any public announcement or disclose any information regarding the Licence unless prior written consent has been obtained from the other party.

  1. ENTIRE AGREEMENT

These Terms and Conditions and any documents referred to in them supersede all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to its subject matter. The parties confirm that they have not entered into the Licence on the basis of any representation that is not expressly incorporated into these Terms and Conditions.

  1. SEVERABILITY

If any provision of these Terms and Conditions is or becomes prohibited by law or is judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and Conditions and rendered ineffective as far as possible without modifying the remaining provisions of these Terms and Conditions, and shall not in any way affect any other circumstances of or the validity or enforcement of the remainder of these Terms and Conditions.

  1. THIRD PARTIES

Without prejudice to any right or remedy of a third party which exists or is available apart from such Act, a person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions. The parties to these Terms and Conditions do not require the consent of any third party to terminate, rescind or to agree any variation, waiver or settlement in relation to it.

  1. PROPER LAW AND JURISDICTION

    1. The parties agree that these Terms and Conditions shall be governed by English law.
    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Terms and Conditions, its subject matter or formation (including non-contractual disputes or claims).

22  MEMBERSHIP TYPES

22.1  Orpheus offers Membership of the Orpheus Academy in two types: Self-Helper Membership and Therapist Membership. The Membership Type held by the Licensee is the type stated at the point of purchase in the Licensee’s Orpheus account.

22.2  Self-Helper Membership comprises access to the App and the Therapeutic Content for the Member’s own personal, non-commercial use only, together with such other benefits as Orpheus makes available to Self-Helper Members from time to time. For the avoidance of doubt, a Self-Helper Member: (a) is granted no rights under clause 2 (Scope of Licence) or clause 3 (Patient Access) and must not use the Tracks, the App or the Therapeutic Content in providing Therapy or any other service to any other person; (b) is not eligible for a Directory listing under clause 24; and (c) is not eligible for affiliate activation under clause 25.

22.3  Therapist Membership comprises the whole of these Terms and Conditions, including the Licence granted by clause 2, patient access under clause 3 (where agreed), the Forum under clause 23, the Directory under clause 24 and affiliate activation under clause 25.

22.4  Membership of either type includes, for the duration of the Membership, access to the App and the Therapeutic Content for the Member’s own personal use, subject to Orpheus’s standard terms of use of the App.

23  THE MEMBERS’ FORUM

23.1  Access to the Forum is a benefit of current Therapist Membership. Orpheus may in its discretion extend Forum access to Self-Helper Members.

23.2  Use of the Forum is subject to the Forum Rules, which form part of these Terms and Conditions. In the event of conflict between the Forum Rules and these Terms and Conditions, these Terms and Conditions prevail.

23.3  The Member must not use the Forum (or contact details obtained through it) to advertise or promote any product or service, to solicit business, clients or referrals from other Members, or for any commercial purpose, and must ensure that any case material posted is fully anonymised so that no client or patient is identifiable.

23.4  Orpheus and its appointed moderators may moderate, edit, move, close or remove Forum content, and may suspend or withdraw the Member’s access to the Forum for breach of the Forum Rules, without affecting the remainder of the Membership. Serious or repeated breach of the Forum Rules is a material default for the purposes of clause 12.2.2.

23.5  Forum content posted by the Member may remain visible in the Forum after the Member’s Membership ends. The Member may request deletion or anonymisation of specific posts in accordance with the Privacy Notice.

24  THE PRACTITIONER DIRECTORY

24.1  A Therapist Member whose Membership is current may elect to appear in the Directory by activating their listing in their Database Profile. A listing is published only while the Member has activated it; the Member may deactivate it at any time, with effect from deactivation.

24.2  The Member is responsible for the accuracy of the information in their Database Profile, warrants that they have all necessary rights in any photograph they upload, and must not include in their listing any misleading statement, any claim inconsistent with their qualification level, or any title or description not permitted by clauses 2.9 and 2.10.

24.3  Orpheus may edit, suspend or remove a listing which it reasonably considers inaccurate, misleading or in breach of these Terms and Conditions. A listing is removed automatically if the Member deactivates it or when the Member’s Membership ceases to be current, and is restored on renewal if the Member’s activation remains in place.

24.4  Orpheus verifies only the Member’s qualification level and Membership status. Orpheus is not a party to, and accepts no responsibility or liability for, any engagement, communication or contract between the Member and any person who contacts the Member through or as a result of the Directory.

25  AFFILIATE ACTIVATION

25.1  A Therapist Member whose Membership is current may activate an affiliate account from their Orpheus account. Completing the activation constitutes acceptance of the Affiliate Agreement, which governs the affiliate relationship as a separate contract in accordance with its terms (including its provisions on suspension where a Membership lapses).

26  MEMBERSHIP BENEFITS AND VARIATION

26.1  Orpheus may from time to time add to, vary or withdraw particular Membership benefits (including the Forum, the Directory and affiliate activation) on reasonable notice, provided that the Licence granted by clause 2 (in the case of Therapist Membership) and App access under clause 22.4 are not materially reduced during a Year for which the Yearly Fee has been paid.

26.2  Orpheus may amend these Terms and Conditions with effect from the start of the Member’s next Year, by publishing the amended terms on the Orpheus website and referencing them in the renewal invoice issued under clause 6.2. The Member’s payment of the renewal invoice constitutes acceptance of the amended terms then in force.

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