Professional Listing Agreement

“Platform” means the MindFriend website, mobile applications, and all associated tools and services at www.mindfriend.com. “Client” means any individual who registers on the Platform to search for and book appointments with the Professional. “Session” means an appointment between the Professional and a Client conducted via video call, telephone, or chat through the Platform. “Profile” means the Professional’s listing on the Platform, including all information, credentials, specialisations, fees, availability, and biography submitted by the Professional. “Listing Fee” means any subscription, listing, or membership fee charged by MindFriend for the Professional to maintain an active Profile on the Platform. “Session Fee” means the fee charged by the Professional to the Client per Session, as set by the Professional and displayed on their Profile. “Platform Fee” means the 5% per-booking technology/platform fee MindFriend charges for use of the Platform and its tools — a charge for the platform service, not a commission on or share of the clinical fee. “Provider Services” means the mental health services the Professional delivers to Clients through the Platform. “Applicable Law” means all laws, regulations, professional codes, and ethical obligations applicable to the Professional in the jurisdiction(s) in which they practise.

The Professional is an independent contractor, not an employee, agent, partner, or joint venturer of MindFriend. Nothing in this Agreement creates any employment, agency, or partnership relationship. MindFriend does not supervise, direct, or control the professional services the Professional provides. MindFriend provides a technology marketplace that connects Professionals with Clients. MindFriend is not a healthcare provider, does not practise mental health services, and does not employ clinicians. The Professional alone is responsible for the clinical care, judgement, ethics, and legal compliance of the Provider Services they deliver. The Professional shall not represent themselves as an employee or agent of MindFriend, nor hold themselves out as having any authority to act on MindFriend’s behalf.

To register as a Professional on the Platform, you must be at least 18 years of age; hold a current, valid licence, registration, or accreditation to practise in your professional field in the jurisdiction(s) in which you will provide services; be in good standing with your professional regulatory body; hold valid professional indemnity or malpractice insurance; and have the legal right to work and provide professional services in the jurisdiction(s) in which you operate. Administrative checks (not certification). MindFriend carries out reasonable administrative checks of the credentials, licence, and registration you provide, based on the information you supply and on public registers where available, at registration and periodically thereafter. These checks are not a certification, verification, endorsement, approval, or guarantee of your credentials, competence, ongoing licence status, or fitness to practise. You remain solely responsible for maintaining a valid licence, registration, scope, insurance, and the legal permission to serve each Client. You must provide all documentation MindFriend reasonably requests to facilitate these checks, including proof of professional licence or registration certificate and registration number, regulatory body membership details, proof of professional indemnity insurance, government-issued photo identification, and evidence of relevant qualifications. Traceability. You must provide, and keep current, the identifying and contact information MindFriend requires to meet its marketplace obligations under applicable law, including the EU Digital Services Act where it applies. MindFriend may suspend or remove a listing whose identifying information cannot be verified or kept current. You must immediately notify MindFriend at talk@mindfriend.com if your professional licence, registration, or accreditation is suspended, revoked, modified, or subject to investigation or disciplinary proceedings; if your professional indemnity insurance lapses, is cancelled, or materially changes; if you become aware of any matter that would affect your ability or eligibility to practise; or if your contact information, fees, specialisations, or availability change. Failure to provide timely notification may result in immediate suspension or removal of your listing.

You are solely responsible for the accuracy, completeness, and currency of all information in your Profile. You represent and warrant that all information submitted is true, accurate, and not misleading; that you hold the qualifications, credentials, and experience you claim; that any specialisations you list accurately reflect your competence, training, and supervised experience; and that your Profile does not infringe any third-party intellectual property, privacy, or other rights. Your Profile must not contain false or misleading claims, defamatory, offensive, or discriminatory content, third-party content used without authorisation, promotional material for competing platforms or services. MindFriend reserves the right to review, edit for formatting, reject, suspend, or remove any Profile or content that, in MindFriend’s reasonable judgement, violates this Agreement, is inaccurate, or is otherwise inappropriate. MindFriend will not materially alter the substantive content of your Profile without your consent.

To meet the EU Platform-to-Business Regulation and comparable transparency requirements, MindFriend discloses the main parameters that determine how Professionals are ranked and made visible in Client search results, and their relative importance. These parameters currently include: the Client’s search filters and query; the location and jurisdiction match between the Client and the Professional’s authorised jurisdictions; language; the Client’s chosen sort order (relevance, lowest price, or soonest availability); and the Professional’s availability. MindFriend does not currently use ratings or reviews in ranking and does not offer paid placement; if paid placement is ever introduced it will be clearly labelled as such. MindFriend may change these parameters as the Platform develops and will give notice of material changes in accordance with §17 (General Provisions). This section is a transparency disclosure only. It does not create any entitlement to a particular ranking or level of visibility, and ranking is not an endorsement or guarantee of any Professional.

You may use the Platform solely to create and maintain your professional Profile, receive and manage bookings from Clients, conduct Sessions with Clients through the Platform’s communication tools, and communicate with Clients regarding scheduling, cancellation, and administrative matters. You must not provide false or misleading information to MindFriend, Clients, or any regulatory authority; solicit Clients to use a competing service; promote unrelated products or services; violate Applicable Law or professional ethics codes; disclose confidential Platform information; interfere with or reverse-engineer the Platform; or disclose Client personal or health information to AI tools, third-party algorithms, or unauthorised parties.

The obligations in this section restate duties you already owe under your professional registration, ethics codes, and Applicable Law; they are not directions by MindFriend as to how you practise. You must deliver Provider Services to at least the standard reasonably expected of a competent professional in your field, including all confidentiality obligations applicable to an in-person therapeutic interaction. Sessions must not be conducted from a vehicle, in public spaces, or in any setting where the confidentiality of the Client cannot be maintained. You must not provide any services that fall outside your licence, qualifications, or competence. You must not diagnose, treat, prescribe for, or dispense medication to Clients except where prescribing is within the lawful scope of your specific qualification and licence; provide services requiring in-person examination or assessment where remote delivery is clinically inappropriate; or provide services to Clients located in a jurisdiction where you are not authorised or licensed to practise. United Kingdom: You must not assess, treat, or manage any person detained in hospital under the Mental Health Act 1983 or equivalent devolved legislation through the Platform. You must comply with all applicable NHS and professional body guidance on remote and digital delivery of mental health services. You are solely responsible for obtaining all informed consent and telehealth-specific consent required by Applicable Law and your professional body’s guidelines before commencing Sessions. MindFriend does not provide consent forms and takes no responsibility for your consent processes. You must not provide Provider Services to Clients who present with a mental health emergency or with highly acute clinical needs that cannot be safely managed remotely. In an emergency, you must instruct the Client to call 999 immediately (or, where urgent but not an emergency, NHS 111; Samaritans 116 123 for 24/7 emotional support), or the relevant local emergency number if the Client is outside the UK. You are solely responsible for maintaining all clinical notes, records, and documentation required by Applicable Law and your professional body. MindFriend does not create, store, or take responsibility for clinical records. You must not input, upload, or otherwise disclose any Client personal data, health information, or session content to any third-party artificial intelligence tool, large language model, or machine learning service without the Client’s explicit prior written consent and compliance with all applicable obligations.

You set your own Session Fee, which is displayed on your Profile. MindFriend does not set, cap, or influence your fees. You are responsible for ensuring your fees comply with any applicable professional fee guidance or regulatory requirements in your jurisdiction. MindFriend charges a platform fee of 5% on each Session Fee for Sessions booked and completed through the Platform. This platform fee is the only fee MindFriend charges. No platform fee is charged on sessions arranged or conducted entirely outside the Platform. The platform fee rate may be updated with 30 days’ written notice to your registered email address; continued use of the Platform after the effective date of any change constitutes acceptance of the revised rate. MindFriend does not hold funds. MindFriend operates a passthrough payment model. Client payments are collected by a third-party payment processor (currently Stripe) and remitted to the Professional after the Session, less the 5% platform fee. MindFriend does not operate an escrow and does not hold Client or Professional funds in its own accounts. The Client’s payment method is authorised for the full Session Fee at the time of booking and charged when the Session is completed. The Session Fee less the 5% platform fee is then released to the Professional’s registered payout account in accordance with the payment processor’s payout schedule, provided no dispute has been raised. The net amount paid out to the Professional is 95% of the Session Fee. MindFriend issues the Professional an invoice for the platform fee (per booking or as a periodic summary). For UK Professionals, the reverse-charge VAT mechanism may apply to this fee: its value counts toward your own VAT registration threshold, and if you are VAT-registered you account for it yourself. You remain responsible for your own VAT affairs. To receive payments, you must register a valid payout account through the Platform’s payment processor during onboarding. You are responsible for ensuring your payout account details are accurate and up to date and must comply with all identity-verification and KYC requirements of the payment processor. Where a Client raises a dispute, chargeback, or complaint, the payment processor may — in accordance with its own terms and dispute procedures — withhold, pause, or reverse a payout pending investigation. If a dispute is upheld, the Client may be refunded and the corresponding payout withheld or reversed. Because the funds are held by the payment processor and not by MindFriend, any refund or reversal is processed through the payment processor. MindFriend does not currently charge a Listing Fee for maintaining an active Profile. MindFriend will provide notice before introducing any Listing Fee. You are solely responsible for declaring and paying all income tax, VAT, GST, self-employment tax, national insurance contributions, and any other applicable taxes and levies on fees received through the Platform. As an independent contractor, you are not entitled to employment benefits, including sick pay, holiday pay, pension contributions, health insurance, redundancy pay, or minimum-wage protections.

You must maintain the confidentiality of all information relating to Clients obtained through the Platform in accordance with your professional obligations and Applicable Law. You must not disclose Client information to any third party without the Client’s explicit prior consent, except where required by law or a court order, or where mandatory reporting obligations apply. You must not disclose to any third party confidential information about MindFriend’s operations, technology, pricing, platform fee rates, fee algorithms, or business practices that you learn by virtue of your use of the Platform. This Platform confidentiality obligation survives termination of this Agreement for two years.

MindFriend does not lock Clients to the Platform and does not restrict your relationship with a Client. You are free to continue providing care to any Client off the Platform, and MindFriend imposes no non-solicitation restriction or penalty for doing so. MindFriend’s Platform Fee applies only to Sessions booked and completed through the Platform (see §8).

All intellectual property rights in the Platform, including software, trademarks, design, and original content, remain owned by MindFriend. You are granted a limited, non-exclusive, revocable licence to use the Platform solely for the purposes of this Agreement. Content you create and submit to the Platform remains your intellectual property. This includes your Profile biography, photographs, and specialisation descriptions. You grant MindFriend a non-exclusive, royalty-free, worldwide licence to use, reproduce, display, and adapt that content for the purposes of operating and promoting the Platform during the term of this Agreement, and after termination for archival and reference purposes only. You must not use MindFriend’s trademarks, brand name, or logo in any external marketing without prior written consent.

In respect of your own personal data, MindFriend acts as a data controller and processes it in accordance with its Privacy Policy, for the purposes of operating the Platform and managing the professional relationship. In respect of Client personal and health data that you receive and process in connection with the Provider Services you deliver, you act as an independent data controller. You are solely responsible for complying with all applicable data protection laws, maintaining a lawful basis for processing Client data, providing Clients with required privacy notices, ensuring data transfers comply with international transfer requirements, and implementing appropriate technical and organisational security measures for the Client data you hold. To the extent MindFriend processes Client personal data on your behalf — for example, in facilitating the booking connection, scheduling, messaging, and the video/audio infrastructure for a Session — MindFriend acts as a processor for those limited activities, and the parties agree to be bound by the MindFriend Data Processing Agreement, which is incorporated into and forms part of this Agreement.

You must obtain and maintain at your own expense, for the full duration of this Agreement, professional indemnity insurance or malpractice insurance at a level no less than that required by your professional regulatory body. If no minimum is specified, the insurance level must be commensurate with the nature and scope of your practice. You must also maintain any other insurance required by Applicable Law or your professional body. You must provide MindFriend with a copy of your insurance certificate upon request. Failure to maintain adequate insurance is grounds for immediate suspension of your listing.

You are solely and entirely responsible and liable for the quality, appropriateness, safety, and legality of all Provider Services you deliver; any harm, injury, or loss suffered by a Client arising from your provision of or failure to provide Provider Services; compliance with all Applicable Law, professional ethics codes, and licensing requirements; and your own clinical decisions, referrals, and duty-of-care obligations. You agree to fully indemnify, defend, and hold harmless MindFriend and its officers, directors, employees, agents, and affiliates from and against all claims, liabilities, losses, damages, costs, fines, and expenses arising from your provision of Provider Services, your breach of this Agreement, your violation of law or professional ethics, misrepresentations about credentials, Client claims arising from your acts or omissions, employment or contractor status claims, and tax liabilities. MindFriend’s aggregate liability to you for all claims arising from this Agreement shall not exceed the total Platform Fees paid by you to MindFriend in the three months preceding the claim. MindFriend shall not be liable for any indirect, consequential, or loss-of-earnings claims. Nothing in this Agreement excludes or limits MindFriend’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be excluded or limited under applicable mandatory law.

This Agreement commences on the date you complete registration and click “I Agree” and continues until terminated by either party in accordance with this Agreement. You may terminate this Agreement by providing 30 days’ written notice to talk@mindfriend.com. During the notice period, you must continue to honour all confirmed bookings unless a shorter notice period is agreed in writing. MindFriend may terminate or suspend this Agreement immediately and without prior notice if you breach any material term; if your licence, registration, or accreditation is suspended, revoked, or subject to disciplinary action; if you provide false or misleading information; if you engage in conduct harmful to Clients; or if you fail to maintain professional indemnity insurance. MindFriend may also terminate this Agreement with 30 days’ written notice for any other reason. Upon termination, your Profile will be removed from the Platform. You will receive payment for any Sessions completed before the termination date, less the applicable Platform Fee. You remain bound by confidentiality and indemnification obligations after termination.

In the event of any dispute arising from this Agreement, the parties agree to first attempt to resolve the matter informally by contacting talk@mindfriend.com. If the dispute cannot be resolved within 30 days, it is governed by the laws of Sweden and the parties submit to the courts of Sweden on a non-exclusive basis, without prejudice to any mandatory employment, consumer, or other protections applicable under the Professional’s country of residence that cannot be excluded by agreement.

This Agreement, together with the MindFriend Terms of Use, Privacy Policy, and any Data Processing Agreement, constitutes the entire agreement between the parties regarding the subject matter. MindFriend may amend this Agreement on at least 30 days’ written notice to your registered email address. Material changes are not applied retroactively and take effect only after the notice period. Continued use of the Platform after the effective date constitutes acceptance; if you do not accept an updated Agreement, you must cease using the Platform and notify MindFriend at talk@mindfriend.com. If any provision is unenforceable, the remaining provisions continue in full force. Failure to enforce any provision is not a waiver of that right. You may not assign this Agreement without MindFriend’s prior written consent. MindFriend may assign its rights freely. Neither party is liable for delay or failure caused by circumstances beyond their reasonable control. This Agreement is in English. The English version prevails in the event of any conflict with a translation.

This is an online agreement. No physical or wet signature is required. The Professional accepts all terms of this Agreement by clicking the “I Agree” button during the registration process on the Platform. By completing registration and clicking “I Agree”, the Professional confirms they have read and understood this Agreement in full, agrees to be legally bound by all terms, confirms all registration information is accurate, current, and complete, and consents to MindFriend recording the date, time, IP address, and device information of their acceptance as evidence of agreement. MindFriend records and stores a timestamped log of each Professional’s acceptance at the point of registration, which it retains as evidence of agreement. Electronic acceptance is recognised under the EU eIDAS Regulation (Regulation (EU) No 910/2014), and the UK Electronic Communications Act 2000, as applicable. If MindFriend updates this Agreement, registered Professionals will be notified by email to their registered address. Continued use of the Platform after the notified effective date constitutes acceptance of the updated Agreement.

Platform Fee: 5% of each Session Fee. It applies to Sessions booked through the MindFriend Platform only and does not apply to sessions arranged and conducted entirely outside the Platform with no involvement of the Platform’s booking system. Current Listing Fee: None. Professionals pay no subscription or listing fee at this time. MindFriend reserves the right to introduce a Listing Fee with prior written notice. Payment processor: MindFriend uses Stripe, or another regulated payment processor designated by MindFriend, to collect Client payments and release Professional payouts. All Client payments are collected and held by the payment processor, not by MindFriend. MindFriend does not operate an escrow and does not hold Client or Professional funds in its own accounts. Payout timing: Funds are released to the Professional’s registered payout account after the Session is completed, in accordance with the payment processor’s payout schedule, provided no dispute has been raised. The net payout is 95% of the Session Fee (the Session Fee less the 5% platform fee). Payouts are processed automatically by the payment processor; no manual action by the Professional is required. Currency: Session Fees may be set and paid in the currency selected by the Professional at registration. Currency-conversion fees, if any, are governed by the payment processor’s terms. MindFriend will notify Professionals of any change to the platform fee rate or introduction of new fees by email to the registered address. By completing registration, the Professional confirms they have read, understood, and accepted the fee and payment terms in this Schedule.

All Professional registration and credential information is collected digitally through the MindFriend Platform during the online onboarding process. No paper form or wet signature is required. During registration, the Professional will be asked to provide and confirm their full legal name and professional title or designation, regulatory body name and registration or licence number, licence expiry date and jurisdiction(s), proof of registration or accreditation, professional indemnity or malpractice insurance certificate, specialisations, Session Fees, languages, availability, payout account setup via Stripe including KYC identity verification, and registered email address. Acceptance of this Agreement is completed digitally. By clicking “I Agree” at the end of the registration flow, the Professional confirms all submitted information is accurate and that they are bound by this Agreement. MindFriend retains a secure, timestamped record of the acceptance event, including the date, time, IP address, and device information, which it retains as evidence of agreement. Electronic acceptance is recognised under the EU eIDAS Regulation (Regulation (EU) No 910/2014), and the UK Electronic Communications Act 2000, as applicable. Questions about onboarding or registration should be sent to talk@mindfriend.com.

Mind Friend AB All enquiries (onboarding, support, privacy, legal): talk@mindfriend.com Website: www.mindfriend.com Mind Friend AB | talk@mindfriend.com