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.

"Commission" means the percentage or flat fee charged by MindFriend on each Session Fee processed through the Platform.

"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.

You authorise MindFriend to verify your credentials, licence, and registration with relevant professional bodies at registration and periodically throughout the term of this Agreement.

You must provide all documentation requested by MindFriend to facilitate verification, 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.

You must immediately notify MindFriend at clinician@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; you hold the qualifications, credentials, and experience you claim; any specialisations you list accurately reflect your competence, training, and supervised experience; and 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, or contact details for arranging Sessions outside the Platform.

MindFriend reserves the right to review, edit for formatting, reject, suspend, or remove any Profile or content that, in MindFriend’s sole judgement, violates this Agreement, is inaccurate, or is otherwise inappropriate.

MindFriend may also add badges, verification marks, or other indicators to your Profile. MindFriend will not materially alter the substantive content of your Profile without your consent.

Profiles found to be redirecting Client enquiries, bookings, or contact details to other platforms, directories, or services will be removed without warning.

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; conduct or arrange Sessions or collect fees outside the Platform for Clients introduced through the Platform unless clinically necessary and agreed in writing with MindFriend; solicit Clients to use a competing service or to communicate with you outside the Platform; 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.

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.

Germany and Austria: Services must be limited to non-insurance, non-tariff-regulated support within your specific scope of competence. You must not diagnose medical conditions, provide psychotherapy under statutory insurance provisions, or offer services that constitute insured health services under the German or Austrian regulatory framework.

France: You must not offer services reimbursable by the French social security system, provide medical diagnoses, prescribe treatment, or provide services beyond your lawful scope of practice.

United States: You must be licensed in the state where the Client is located. You must comply with all applicable state licensing requirements, including interstate compact obligations such as PSYPACT for psychologists. You must comply with your independent obligations under HIPAA and applicable state mental health privacy laws for all Client PHI you handle.

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 contact emergency services immediately: 999 (UK), 911 (US), 112 (EU), or the relevant local number.

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 may establish minimum and maximum fee thresholds from time to time. You are responsible for ensuring your fees comply with any applicable professional fee guidance or regulatory requirements in your jurisdiction.

MindFriend charges a commission of 4% on each Session Fee for Sessions that are booked and completed through the Platform. This commission is the only fee MindFriend charges. No commission is charged on sessions arranged or conducted entirely outside the Platform.

The commission 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 or retain Client funds. MindFriend operates a passthrough payment model: Client payments are collected by a third-party payment processor, currently Stripe or Revolut, and held in escrow on behalf of the Professional.

The Client pays the full Session Fee at the time of booking through the Platform’s payment processor. The payment is held in the payment processor’s escrow account pending completion of the Session.

72 hours after the Session is completed and no dispute has been raised, the Session Fee less the 4% commission is automatically released to the Professional’s registered bank account or payout account via the payment processor.

MindFriend deducts its 4% commission from the gross Session Fee at the point of release. The net amount, 96% of the Session Fee, is paid out to the Professional.

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.

If a Client raises a dispute, chargeback, or complaint within the 72-hour hold period, MindFriend may pause the release of funds pending investigation. If a dispute is upheld, MindFriend may refund the Client in full and withhold the corresponding payout.

MindFriend does not currently charge a listing or subscription fee for maintaining an active Profile on the Platform. 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 as an employee.

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, commission 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.

During the term of this Agreement and for twelve months following its termination, you must not directly or indirectly solicit, encourage, or facilitate any Client introduced to you through the Platform to move their ongoing therapeutic relationship to you or any other provider outside the Platform, except where clinically necessary.

Clinically necessary means where continuing on the Platform would cause direct harm to the Client’s clinical care. MindFriend may request written justification for any clinically necessary off-platform continuation of care.

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 and after the term of this Agreement, for archival and reference purposes only after termination.

You must not use MindFriend’s trademarks, brand name, or logo in any external marketing without prior written consent.

MindFriend processes your personal data as a data controller in accordance with its Privacy Policy. By registering, you consent to such processing for the purposes of operating the Platform and managing the professional relationship.

You act as an independent data controller in respect of all Client personal and health data you receive and process in connection with the provision of Provider Services.

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 Client data you hold.

To the extent MindFriend processes Client personal data on your behalf, such as in facilitating the booking process, the parties agree to enter into a Data Processing Agreement as required by applicable data protection law. The DPA 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 commission and 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.

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 clinician@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 MindFriend’s reputation; if you fail to maintain professional indemnity insurance; or if you solicit Clients off-platform without clinical justification.

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 applicable commission. You remain bound by confidentiality, non-solicitation, 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 clinician@mindfriend.com.

If the dispute cannot be resolved within 30 days, UK-based Professionals are subject to the exclusive jurisdiction of the courts of Sweden under the laws of Sweden.

US-based Professionals resolve disputes by binding individual arbitration under the rules of the American Arbitration Association. Class action and jury trial rights are waived to the fullest extent permitted by law.

EU-based Professionals are governed by the laws of Sweden, without prejudice to any mandatory consumer or employment protections applicable under their country’s law.

This Agreement, together with the MindFriend Terms and Conditions 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 with 15 days’ written notice. Continued use of the Platform after the effective date constitutes acceptance.

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. This log constitutes legally sufficient evidence of the Professional’s agreement under applicable electronic commerce and contract law, including the Swedish Electronic Signatures Act, the EU eIDAS Regulation, the UK Electronic Communications Act 2000, and the US E-SIGN Act 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.

Professionals who do not accept an updated Agreement must cease using the Platform and notify MindFriend at clinician@mindfriend.com.

Commission: 4% 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.

MindFriend uses Stripe and/or Revolut, or another regulated payment processor designated by MindFriend, to collect Client payments and release Professional payouts.

MindFriend does not hold Client funds in its own accounts. All funds are held by the payment processor pending release.

Funds are released to the Professional’s registered payout account 72 hours after the Session is completed, provided no dispute has been raised.

The net payout is 96% of the Session Fee, meaning the Session Fee less the 4% commission.

Payouts are processed automatically by the payment processor. No manual action by the Professional is required.

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 commission 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 verify 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 or Revolut 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 fingerprint. This record is legally equivalent to a signed agreement under EU Regulation No 910/2014, the Swedish Electronic Signatures Act, the UK Electronic Communications Act 2000, and the US E-SIGN Act, as applicable.

Questions about onboarding or registration should be sent to clinician@mindfriend.com.