⚠️ DRAFT v0.1 — for legal counsel review. NOT legal advice. Counsel must finalise before use. Last updated: [PLACEHOLDER: date]
Faresay — Terms of Service
These Terms of Service ("Terms") govern your access to and use of the Faresay marketplace platform, including our website, applications, and related services (together, the "Platform"). The Platform is operated by [PLACEHOLDER: registered entity name], a company registered in [PLACEHOLDER: jurisdiction of incorporation] with registered office at [PLACEHOLDER: registered address] ("Faresay", "we", "us", "our").
Please read these Terms carefully. They apply to you whether you are located in the United Kingdom or, where and when the Platform is made available, in the United States.
⚠️ COUNSEL — Confirm the contracting entity for each market (UK operating entity now; US commercial entity / MSO, and the relationship to any "friendly PC", on US launch — see business-model-canvas.md and the friendly-PC structure in CONTEXT.md). These Terms may need a market-specific or jurisdiction-specific addendum or version.
1. Acceptance of these Terms
1.1 By creating an account, accessing, or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and by any documents expressly incorporated by reference (including our Privacy Policy — see privacy-policy.md). If you do not agree, you must not use the Platform.
1.2 If you are using the Platform on behalf of another person, you represent that you are authorised to accept these Terms on their behalf. ⚠️ COUNSEL — confirm whether use on behalf of another adult is permitted at all, and how it interacts with consent and confidentiality.
1.3 We may require you to affirmatively accept these Terms (for example, by clicking "I agree") before you can use certain features. Your continued use of the Platform constitutes ongoing acceptance.
2. Description of the Service
2.1 Faresay is a marketplace. The Platform connects clients ("you", "Client") with independent, licensed mental-health professionals ("Therapists") and provides technology and supporting services that facilitate discovery, scheduling, communication, and payment.
2.2 Faresay does NOT itself provide clinical, therapy, counselling, medical, or healthcare services. Faresay is not a healthcare provider, a medical practice, or a provider of mental-health treatment. Faresay does not practise psychology, psychotherapy, counselling, social work, or medicine, and does not supervise, direct, or control the clinical judgement of any Therapist.
2.3 Therapists are independent practitioners. They are not employees or agents of Faresay. The clinical relationship — including all assessment, diagnosis, treatment, advice, and the clinical record — is between you and your Therapist, not between you and Faresay. See Section 7.
2.4 The services Faresay provides are technology and marketing platform services: software, a searchable directory and matching tools, scheduling, secure messaging, video-session facilitation, payment processing, and client-acquisition and support functions. ⚠️ COUNSEL — this characterisation is material to corporate-practice-of-medicine / corporate-practice-of-psychology and fee-splitting analysis (see CONTEXT.md); confirm wording with US healthcare-regulatory counsel.
2.5 We do not guarantee that any particular Therapist will be available, suitable, or a good match for you, that any course of therapy will achieve any particular outcome, or that you will be matched at all.
3. NOT AN EMERGENCY OR CRISIS SERVICE
⚠️ THE PLATFORM IS NOT FOR EMERGENCIES OR CRISES.
Faresay and the Platform are NOT an emergency service, crisis line, or suicide-prevention service. Therapists on the Platform are not available for emergency, urgent, or crisis response, and messages or bookings made through the Platform are not monitored for emergencies.
If you are experiencing a medical or mental-health emergency, are in crisis, or are at risk of harming yourself or others, do NOT use the Platform. Get help immediately:
United States - Call or text 988 (Suicide & Crisis Lifeline) - Call 911 for any life-threatening emergency
United Kingdom - Call 999 for any life-threatening emergency - Call 111 for urgent (non-life-threatening) NHS help - Call the Samaritans free on 116 123 (24 hours a day)
If you are outside these countries, contact your local emergency services.
⚠️ COUNSEL / ⚠️ CLINICAL — Verify all numbers and service descriptions before publication, and confirm they match the crisis-safeguarding-policy.md. Confirm 988 (US), 111 (UK NHS), and Samaritans 116 123 details and any region-specific equivalents.
3.1 You acknowledge that the Platform is intended for non-urgent mental-health support delivered by Therapists on a scheduled basis, and that response times for messages and bookings are not immediate.
4. Eligibility and Age
4.1 The Platform is intended for adults. You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) to create an account and use the Platform.
4.2 Minors. ⚠️ COUNSEL / ⚠️ CLINICAL — Confirm whether services to minors will be offered at all and, if so, the consent model (parental/guardian consent, age thresholds for independent consent which vary by US state and within the UK, e.g. Gillette/Fraser considerations), verification, and safeguarding requirements. Until finalised, this draft assumes adults only and minors are out of scope.
4.3 By using the Platform, you represent and warrant that you meet the eligibility requirements and that the information you provide is accurate.
4.4 Location. Therapists must be appropriately licensed in the jurisdiction where you are located at the time of a session. You agree to provide accurate location information and to inform your Therapist if your location changes, because this may affect whether they can lawfully provide services to you. ⚠️ COUNSEL — ties to US per-state licensure and interstate compacts (PSYPACT, Counseling Compact, Social Work Licensure Compact) per CONTEXT.md.
5. Accounts and Registration
5.1 To use most features you must create an account. You agree to provide accurate, current, and complete information and to keep it up to date.
5.2 You are responsible for safeguarding your login credentials and for all activity that occurs under your account. Notify us promptly at [PLACEHOLDER: security/support contact] if you suspect any unauthorised use.
5.3 You may not share your account, create an account using false information, or create an account on behalf of another person without authorisation.
5.4 We may refuse, suspend, or terminate accounts in accordance with Section 17.
6. The Therapist Relationship
6.1 Therapists are independent licensed professionals who use the Platform to offer their services. They are solely responsible for the mental-health and clinical services they provide, including their professional judgement, the suitability and quality of care, their compliance with applicable licensing, professional, and ethical standards, and the maintenance of their clinical records.
6.2 The clinical relationship is between you and your Therapist. Faresay is not a party to that relationship. Faresay's role is limited to facilitating discovery, matching, scheduling, communication, and payment, and providing the supporting technology.
6.3 Faresay does not control or guarantee the qualifications, licensure status, conduct, advice, or performance of any Therapist beyond any onboarding and verification steps we describe. ⚠️ COUNSEL / ⚠️ CLINICAL — confirm what verification and credentialing Faresay does perform and represent (see clinical-governance-policy.md and therapist-agreement.md); align the representations here with what is actually done, to avoid creating liability.
6.4 Any agreement for clinical services, including any therapist-specific terms, informed-consent forms, or notices, is between you and the Therapist. Where there is a conflict between these Terms and a Therapist's clinical engagement documents on a clinical matter, the Therapist's clinical documents govern that clinical matter.
7. Informed Consent to Telehealth
7.1 The Platform supports the delivery of services by remote/telehealth means (for example, video, voice, or messaging). Telehealth has benefits and limitations and may not be appropriate for every person or condition.
7.2 Before or at the start of services, your Therapist is responsible for obtaining your informed consent to telehealth as required by applicable law and professional standards, including explaining the nature, benefits, risks, and limitations of remote care, alternatives, confidentiality, and what to do in an urgent situation.
7.3 By using the Platform to receive remote services, you acknowledge that care may be delivered remotely and that you may be asked to provide separate informed consent to your Therapist.
⚠️ COUNSEL / ⚠️ CLINICAL — Telehealth informed-consent requirements vary significantly by US state and differ in the UK. Confirm whether consent is captured by the Therapist, by the Platform, or both; whether a Platform-level telehealth consent is required; and the exact required disclosures per jurisdiction. Do not finalise this section without counsel and a clinical advisor.
8. No Professional Relationship with Faresay; Medical Disclaimer
8.1 No clinician–client relationship is formed with Faresay. Nothing on the Platform, and no interaction with Faresay or its staff, creates a clinician–client, doctor–patient, therapeutic, or other professional relationship between you and Faresay.
8.2 Faresay does not provide medical or clinical advice. Content made available by Faresay (such as general information, directory listings, or self-help material) is for general informational purposes only and is not a substitute for professional diagnosis, advice, or treatment. Always seek the advice of a qualified professional regarding any mental- or physical-health condition. Never disregard or delay seeking professional advice because of something accessed through the Platform.
8.3 Faresay does not recommend or endorse any specific Therapist, treatment, opinion, or course of action. Reliance on any information made available through the Platform is at your own risk.
9. Pricing and Payments
9.1 Session fees. Therapists set or agree the fees for their sessions, which are displayed to you before you book. The fee model is cash-pay / out-of-network: you pay out of pocket for sessions. ⚠️ COUNSEL — confirm fee-setting mechanics (Therapist-set vs Platform-set vs banded) and how this interacts with fee-splitting/CPOM analysis (see CONTEXT.md).
9.2 Insurance. Faresay does not bill insurance in the initial model. You are responsible for the full session fee. If you wish to seek reimbursement from an insurer, that is a matter between you and your insurer.
9.3 Platform fee. Faresay's marketplace take rate is 15%, which is built into the model as a technology and marketing platform fee for the software, discovery, scheduling, payment, and client-acquisition services we provide. The 15% is not a split of the Therapist's professional fee. ⚠️ COUNSEL — confirm exactly how the 15% is presented to Clients (e.g., embedded in the displayed price vs shown as a separate line) and that the presentation is consistent with the fee characterisation in CONTEXT.md and applicable fee-splitting law.
9.4 Payment processing. Payments are processed through a third-party payment provider. By providing payment details, you authorise us (or our payment provider) to charge the applicable fees. You agree to the payment provider's terms. ⚠️ COUNSEL — identify provider and confirm flow of funds, especially under any MSO/friendly-PC structure.
9.5 Taxes. Prices are exclusive of any applicable taxes unless stated otherwise. You are responsible for any taxes that apply to you. ⚠️ COUNSEL — confirm VAT (UK) and US sales/tax treatment.
9.6 Cancellations and rescheduling. You may cancel or reschedule a booked session up to [PLACEHOLDER: cancellation window, e.g. 24 hours] before the session start time without charge. Cancellations or reschedules made within the cancellation window may be subject to a charge of up to [PLACEHOLDER: cancellation fee / full session fee], as disclosed at booking. ⚠️ COUNSEL — confirm the policy and that it is fairly disclosed (UK consumer-protection considerations below).
9.7 No-shows. If you fail to attend a booked session without cancelling within the permitted window, you may be charged up to the full session fee. ⚠️ COUNSEL — confirm.
9.8 Refunds. Refunds are handled as follows: [PLACEHOLDER: refund policy]. Where a session is not delivered due to the Therapist's or the Platform's fault, you will not be charged or will be refunded the session fee. ⚠️ COUNSEL — confirm refund policy and reconcile with UK consumer cancellation rights (e.g., Consumer Rights Act 2015 and Consumer Contracts Regulations 2013, including how the right to cancel interacts with services that begin within the cooling-off period) and US state requirements.
10. Client Responsibilities and Acceptable Use
10.1 You agree to: - (a) provide accurate information, including accurate location and any information reasonably needed for safe care; - (b) treat Therapists and Faresay staff with respect; - (c) attend booked sessions or cancel in accordance with Section 9; and - (d) use the Platform only for lawful purposes and in accordance with these Terms.
10.2 You agree not to: - (a) use the Platform for any emergency or crisis (see Section 3); - (b) impersonate any person or misrepresent your identity, age, or location; - (c) record, copy, or distribute sessions or communications without consent and lawful basis; - (d) harass, abuse, threaten, or harm any person; - (e) attempt to gain unauthorised access to the Platform, interfere with its operation, introduce malicious code, or scrape or harvest data; - (f) circumvent the Platform to arrange or pay for services off-platform in order to avoid fees, where prohibited; ⚠️ COUNSEL — confirm enforceability and wording of any anti-circumvention provision; - (g) use the Platform to infringe the rights of others or to post unlawful, defamatory, or infringing content; or - (h) use the Platform in violation of any applicable law or regulation.
10.3 We may remove content and suspend or terminate access for breach of this Section.
11. Intellectual Property
11.1 The Platform and all software, text, graphics, logos, trademarks, and other content provided by Faresay (excluding Therapist content and your content) are owned by or licensed to Faresay and protected by intellectual-property laws. "Faresay" and our logos are our trademarks.
11.2 We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your personal, non-commercial use in accordance with these Terms. No other rights are granted.
11.3 Your content. You retain ownership of content you submit. You grant Faresay a non-exclusive, worldwide, royalty-free licence to host, store, and use your content solely as necessary to operate and provide the Platform and as described in our Privacy Policy. ⚠️ COUNSEL — ensure this licence does not extend to clinical-record content in a way that conflicts with the Therapist owning the clinical record (see CONTEXT.md) or with health-privacy law.
11.4 You must not use Faresay's intellectual property without our prior written consent.
12. Third-Party Providers and Links
12.1 The Platform relies on and may link to third-party services (for example, payment processors, video providers, and other vendors). Therapists are themselves independent third-party providers (see Sections 2 and 6).
12.2 We are not responsible for the acts, omissions, content, products, or services of any third party, including Therapists, and your dealings with them are at your own risk and subject to their terms. Inclusion of a link or provider is not an endorsement.
13. Disclaimers of Warranties
13.1 To the fullest extent permitted by law, the Platform is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
13.2 We do not warrant that the Platform will be uninterrupted, error-free, secure, or free of harmful components, or that any defect will be corrected.
13.3 Faresay makes no warranty regarding clinical services. Because Faresay does not provide clinical services, we make no representation or warranty as to the quality, suitability, safety, or outcome of any service provided by any Therapist.
13.4 Statutory rights. ⚠️ COUNSEL — In the UK and certain US jurisdictions, some warranties and consumer rights cannot lawfully be excluded. This Section must be qualified so it does not purport to exclude rights that cannot be excluded (e.g., under the UK Consumer Rights Act 2015). Counsel to add appropriate "nothing in these Terms affects your statutory rights" wording and jurisdiction carve-outs.
14. Limitation of Liability
14.1 To the fullest extent permitted by law, Faresay and its officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or relating to your use of (or inability to use) the Platform.
14.2 To the fullest extent permitted by law, Faresay's total aggregate liability arising out of or relating to these Terms or the Platform will not exceed the greater of (a) the total platform fees you paid to Faresay in the [PLACEHOLDER: e.g. 12] months before the event giving rise to the claim, or (b) [PLACEHOLDER: monetary cap]. ⚠️ COUNSEL — set the cap and confirm enforceability per jurisdiction.
14.3 Clinical services. Faresay is not liable for the clinical services provided by Therapists, who are independent and solely responsible for their services (Section 6).
14.4 Carve-outs. ⚠️ COUNSEL — Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including (UK) liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, and any other liability that cannot be excluded under applicable law. Counsel to confirm the precise carve-outs for the UK and each US state.
15. Indemnification
15.1 To the fullest extent permitted by law, you agree to indemnify and hold harmless Faresay and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to (a) your breach of these Terms, (b) your misuse of the Platform, or (c) your violation of any law or the rights of any third party. ⚠️ COUNSEL — confirm scope and enforceability against consumers (some jurisdictions limit consumer indemnities).
16. Dispute Resolution; Arbitration and Class-Action Waiver; Governing Law
16.1 Informal resolution. Before bringing a formal claim, you agree to contact us at [PLACEHOLDER: disputes contact] and attempt to resolve the dispute informally for at least [PLACEHOLDER: e.g. 30] days.
16.2 Governing law and venue. These Terms and any dispute arising out of them are governed by the laws of [PLACEHOLDER: governing law], and the courts of [PLACEHOLDER: venue] will have jurisdiction, except where mandatory local consumer law provides otherwise. ⚠️ COUNSEL — set governing law and venue separately for the UK and the US; confirm that consumers retain the protection of mandatory laws of their home jurisdiction.
16.3 Arbitration (US). ⚠️ COUNSEL — For US users, counsel may include a binding arbitration agreement (e.g., under the Federal Arbitration Act), specifying the arbitration provider and rules, seat/venue at [PLACEHOLDER: arbitration venue], a delegation clause, costs, and an opt-out mechanism. The enforceability and required form of any arbitration clause is highly jurisdiction-specific and must be drafted by counsel. This draft does not contain an operative arbitration agreement.
16.4 Class-action waiver (US). ⚠️ COUNSEL — Any waiver of class, collective, or representative actions, and any jury-trial waiver, must be drafted and validated by US counsel for enforceability and required prominence/formatting. This draft does not contain an operative class-action waiver.
16.5 UK consumers. ⚠️ COUNSEL — Mandatory arbitration and class-action waivers are generally not appropriate or enforceable against UK consumers. UK consumers should retain the right to bring proceedings in their local courts. Counsel to ensure UK terms do not include unfair or unenforceable dispute clauses (Consumer Rights Act 2015 fairness rules).
17. Suspension and Termination
17.1 You may stop using the Platform and close your account at any time, subject to settling any amounts due and to your Therapist's separate clinical/discharge arrangements.
17.2 We may suspend or terminate your access, with or without notice, if (a) you breach these Terms, (b) we are required to do so by law, (c) we reasonably believe your use poses a risk to others or to the Platform, or (d) we discontinue the Platform or a feature.
17.3 On termination, the licences granted to you end. Sections that by their nature should survive (including Sections 8, 11, 13, 14, 15, 16, and 18) survive termination.
17.4 ⚠️ COUNSEL / ⚠️ CLINICAL — Termination must not abruptly cut off care in a clinically unsafe way. Coordinate with clinical-governance-policy.md and the Therapist's continuity-of-care obligations so that clients are signposted appropriately.
18. Changes to these Terms
18.1 We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or an in-Platform notice) before they take effect.
18.2 Changes take effect on the date stated in the updated Terms. Your continued use of the Platform after the effective date constitutes acceptance. If you do not agree, you must stop using the Platform. ⚠️ COUNSEL — confirm change-of-terms mechanics meet consumer-protection requirements in each market.
19. Miscellaneous
19.1 Entire agreement. These Terms, together with documents incorporated by reference, are the entire agreement between you and Faresay regarding the Platform and supersede prior agreements on that subject.
19.2 Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary.
19.3 No waiver. Our failure to enforce any provision is not a waiver of it.
19.4 Assignment. You may not assign these Terms without our consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, subject to applicable law.
19.5 No agency. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and Faresay, or between Faresay and any Therapist.
19.6 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control.
19.7 Notices. We may provide notices to you by email or through the Platform. You may contact us as set out in Section 20.
19.8 Language. ⚠️ COUNSEL — confirm whether localised/translated versions are needed and which language governs.
20. Contact
If you have questions about these Terms, contact us at:
- Entity: [PLACEHOLDER: registered entity name]
- Address: [PLACEHOLDER: registered address]
- Email: [PLACEHOLDER: contact email, e.g. enquiries@ / legal@]
For urgent or emergency situations, do not contact us — see Section 3.
End of draft. ⚠️ This document is a first draft for legal counsel review and is not legal advice. Counsel must finalise before use.