Faresay
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Therapist Agreement

DRAFT — for professional sign-off Faresay Ltd·25 June 2026

⚠️ DRAFT v0.1 — for legal counsel review. NOT legal advice. Counsel must finalise before use. Last updated: [PLACEHOLDER: date]

Faresay Therapist Agreement

This Therapist Agreement (the "Agreement") is entered into between Faresay and the independent mental-health professional who accepts it (the "Therapist"). It governs the Therapist's participation in the Faresay marketplace platform.

By clicking to accept, signing, or by providing services through the Faresay platform, the Therapist agrees to be bound by this Agreement.

1. Parties and Definitions

1.1 Parties

1.1.1 "Faresay" means [PLACEHOLDER: registered entity name], a company [PLACEHOLDER: company type / registration number] whose registered office is at [PLACEHOLDER: registered address] (also referred to as "we", "us", "our", and the "Platform Operator").

⚠️ COUNSEL: For the US market this party may be the management services organisation ("MSO") entity rather than the UK operating company, and a separate professional entity ("friendly PC" / professional corporation) may be the contracting or supervising entity in corporate-practice states. Confirm the correct contracting party per jurisdiction before execution. See clause 2.6.

1.1.2 "Therapist" means the individual licensed mental-health professional identified in the onboarding registration, who is contracting in their own capacity (or, where permitted, through their own professional practice entity) (also referred to as "you" and "your").

1.1.3 Faresay and the Therapist are each a "Party" and together the "Parties".

1.2 Definitions

In this Agreement:

2. Nature of the Relationship

2.1 Independent contractor. The Therapist is an independent contractor and not an employee, worker, partner, joint venturer, or agent of Faresay. Nothing in this Agreement creates an employment or agency relationship. The Therapist is responsible for their own working methods, scheduling (subject to bookings accepted), and the manner in which Clinical Services are delivered, consistent with applicable professional standards.

2.2 The Therapist owns the clinical relationship. The professional relationship between the Therapist and each Client is exclusively the Therapist's. The Therapist exercises independent professional clinical judgement and is solely responsible for all clinical decisions. Faresay does not direct, control, or interfere with the Therapist's clinical judgement or the content of Clinical Services.

2.3 The Therapist owns the Clinical Record. The Therapist is the owner of (and, where applicable, the controller / custodian of) the Clinical Record, and is responsible for creating, maintaining, retaining, and securing it in accordance with applicable law and professional obligations. Faresay processes Client data as described in clause 9 and the Privacy Policy.

2.4 Faresay is a technology and marketing platform. Faresay provides software, client discovery and acquisition, scheduling, payment processing, and related administrative and marketing services. Faresay does not provide Clinical Services, does not employ the Therapist to provide Clinical Services, and is not a party to the clinical relationship.

2.5 Characterisation of the Platform Fee. The Platform Fee is a fee for the technology and marketing platform and services Faresay provides (software, discovery, scheduling, payments, client acquisition, and administrative support). It is not a division, split, or share of the Therapist's professional or clinical fee, and is not consideration for the referral of patients.

⚠️ COUNSEL: This characterisation is central to compliance with fee-splitting and anti-kickback rules and (in the US) corporate-practice-of-medicine / corporate-practice-of-psychology doctrines. The fee structure, the contracting entity, and this language must be reviewed and validated by US healthcare-regulatory counsel on a per-state basis, and by UK counsel, before use. Do not represent this characterisation as settled until confirmed.

2.6 US MSO / friendly-PC structure. In any US jurisdiction whose corporate-practice doctrine so requires, Clinical Services may be contracted through, or supervised by, a professional entity (a "friendly PC" / professional corporation), with Faresay (or its US affiliate) acting as the management services organisation providing non-clinical administrative, technology, and marketing services under a management services agreement. The allocation of clinical control to the professional entity and non-clinical control to the MSO is intended at all times to preserve the Therapist's clinical independence.

⚠️ COUNSEL: The MSO/friendly-PC structure, ownership, control, and the management-fee mechanics must be designed and validated by US healthcare-regulatory counsel for each state. See clinical-governance-policy.md and the legal-authority skill at .claude/skills/faresay-legal-authority/.

3. Eligibility and Credentialing

3.1 Licensure. The Therapist must hold, and maintain at all times, a valid, current, and unrestricted licence, registration, or accreditation to provide the relevant Clinical Services:

3.1.1 in the United Kingdom, with the applicable regulator or recognised professional body (for example HCPC, BACP, UKCP, BPS, or equivalent, as appropriate to the profession); and

3.1.2 in the United States, in the state where the Client is located at the time of each session, including by means of an interstate compact privilege where applicable (for example PSYPACT, the Counseling Compact, or the Social Work Licensure Compact).

⚠️ COUNSEL: "Located where the Client is" is the prevailing telehealth licensure rule, but per-state nuances (temporary-practice rules, compact eligibility, and which professions each compact covers) must be confirmed by counsel. See clinical-governance-policy.md.

3.2 Insurance. The Therapist must hold and maintain professional indemnity / professional liability (malpractice) insurance meeting the requirements of clause 13 throughout the term.

3.3 Background and identity checks. The Therapist consents to, and must satisfactorily complete, identity verification, credential verification, and background checks as Faresay reasonably requires, including (in the UK) an enhanced DBS check where appropriate and (in the US) equivalent state background and exclusion-list screening.

3.4 Ongoing monitoring. The Therapist authorises Faresay to verify and to monitor on an ongoing basis the status of the Therapist's licences, registrations, insurance, and compact privileges, and to use third-party verification services for this purpose. The Therapist must notify Faresay within [PLACEHOLDER: notice period, e.g. 3 business days] of any change, lapse, suspension, condition, investigation, complaint, restriction, or revocation affecting any licence, registration, insurance, or fitness to practise.

3.5 Accuracy. The Therapist must ensure all credentialing information and profile content remains accurate, current, and not misleading.

4. Platform Services Provided to the Therapist

Subject to this Agreement, Faresay provides the Therapist with access to:

4.1 a professional profile and listing for client discovery and marketing; 4.2 scheduling, booking, and calendar tools; 4.3 secure messaging and a telehealth / video-session environment, or integration with one; 4.4 payment collection from Clients and payout processing to the Therapist; 4.5 administrative tooling to support record-keeping (noting the Therapist remains owner of the Clinical Record per clause 2.3); 4.6 customer-support and dispute-handling functions; and 4.7 such other features as Faresay may make available from time to time.

Faresay provides the Platform on an "as available" basis and may modify, add, or remove features, subject to clause 11.

5. Fees and Payment Flow

5.1 Session Fee. The Session Fee for each Client session is [PLACEHOLDER: set by the Therapist within Faresay parameters / set by Faresay / agreed]. In the initial US model, Clients pay out of pocket on a cash-pay / out-of-network basis; Faresay does not bill insurance.

5.2 Platform Fee (15%). Faresay retains a Platform Fee of fifteen per cent (15%) of the Session Fee for each session delivered through the Platform, as consideration for the technology and marketing services described in clause 4. As stated in clause 2.5, the Platform Fee is a platform/technology fee and not a split of the Therapist's professional fee.

5.3 Payout. Faresay (directly or through its payment processor) collects the Session Fee from the Client, deducts the Platform Fee, and pays the remaining eighty-five per cent (85%) to the Therapist, less any amounts properly withheld under this clause 5. Payouts are made [PLACEHOLDER: payout schedule / method] to the Therapist's nominated account.

5.4 Payment processor. Payments are processed by [PLACEHOLDER: payment processor, e.g. Stripe]. The Therapist must complete the processor's onboarding (including any required identity/KYC steps) and is subject to the processor's terms.

5.5 Refunds, cancellations, and chargebacks. Refunds and cancellations are handled in accordance with the Terms of Service and Faresay's cancellation policy. Where a Client refund, reversal, or chargeback relates to a session for which the Therapist has been (or is to be) paid, Faresay may deduct or recover the corresponding amount (including any associated processor fees) from current or future payouts. ⚠️ COUNSEL: confirm allocation of chargeback liability and processor fee pass-through.

5.6 Taxes. The Therapist is solely responsible for determining, reporting, and paying all taxes (including income tax, National Insurance / self-employment tax, VAT/sales tax where applicable) arising from the Therapist's income. Faresay does not withhold employment taxes. The Therapist must provide any tax information reasonably required (for example for [PLACEHOLDER: US 1099 / UK tax reporting] purposes).

5.7 No fee for unbooked time. Faresay pays only for Clinical Services actually delivered through the Platform. The Therapist is not paid for availability, profile time, or non-session activity.

6. Therapist Obligations

The Therapist must at all times:

6.1 Standard of care. Provide Clinical Services with the reasonable skill, care, and diligence expected of a competent professional in the relevant discipline, and in accordance with applicable professional, ethical, and regulatory standards.

6.2 Scope of practice and competence. Practise only within the scope of the Therapist's licence, training, and competence, and decline or refer where a Client's needs fall outside that scope (including where in-person or higher-acuity care is clinically indicated).

6.3 Telehealth compliance. Comply with all applicable telehealth / telemedicine laws, professional guidance, and technical-safety requirements in the Client's jurisdiction, including verifying the Client's location and identity at each session as required.

6.4 Informed consent. Obtain and document appropriate informed consent for assessment and treatment, including consent to telehealth delivery, before providing Clinical Services.

6.5 Confidentiality. Maintain the confidentiality of Client information in accordance with professional duties of confidence, this Agreement, and applicable data-protection law (clause 9), disclosing only as permitted or required by law or to protect against serious harm.

6.6 Mandatory reporting. Comply with all mandatory-reporting, duty-to-warn, and safeguarding obligations applicable in the relevant jurisdiction.

6.7 Crisis and safeguarding. Adhere to Faresay's Crisis/Safeguarding Policy (crisis-safeguarding-policy.md) and Clinical Governance Policy (clinical-governance-policy.md), each incorporated into this Agreement by reference, including escalation and risk-management procedures.

6.8 Record-keeping. Create and retain Clinical Records in accordance with applicable law and professional standards for the required retention period, and make them available to the Client (and, where lawfully required, to a continuing clinician) as required.

6.9 Conduct. Behave professionally toward Clients and Faresay staff, keep profile and marketing content accurate, and not make any false, misleading, or guaranteed-outcome claims.

6.10 Cooperation. Cooperate with Faresay's quality-assurance, clinical-governance, complaints, and audit processes.

7. Client Relationship and Non-Circumvention

7.1 Introductions. Faresay invests in client acquisition and marketing. Clients introduced to the Therapist through the Platform are introduced in consideration of the Therapist's participation in, and use of, the Platform.

7.2 Non-circumvention. During the term and for [PLACEHOLDER: period, e.g. 12 months] afterwards, the Therapist must not, for any Client first introduced to the Therapist through the Platform, solicit or arrange for Clinical Services to be provided and paid for outside the Platform with the primary purpose of avoiding the Platform Fee.

⚠️ COUNSEL: Non-circumvention / non-solicitation terms must respect (a) the Client's right to choose and continue with their clinician, (b) continuity-of-care and professional-ethics obligations, and (c) restraint-of-trade / enforceability limits under UK law and individual US state law. This clause must not be drafted or enforced so as to compromise patient care or abandon Clients. Counsel to confirm scope, duration, and carve-outs.

7.3 Continuity carve-out. Nothing in clause 7.2 prevents the Therapist from continuing to treat a Client where required by professional ethics or continuity-of-care obligations, or where the Client independently chooses to continue treatment; clause 7.2 addresses only deliberate fee-avoidance.

8. (Reserved)

This clause number is intentionally reserved.

9. Data Protection and Confidentiality

9.1 Roles. With respect to Client personal data, the Parties acknowledge that the Therapist (as the clinician owning the clinical relationship and Clinical Record) and Faresay (as the platform operator) each process personal data, and that their respective roles as controller, joint controller, or processor must be clearly mapped per processing activity. The detailed allocation is set out in the Privacy Policy (privacy-policy.md) and the Security & Data Protection Policy (security-data-protection-policy.md).

⚠️ COUNSEL: The controller / joint-controller / processor mapping is legally significant and fact-specific. Counsel and the DPO must confirm the mapping and put in place the correct UK GDPR Article 26 / Article 28 arrangements (and US equivalents) before launch.

9.2 UK GDPR. In the UK, both Parties must comply with the UK GDPR and the Data Protection Act 2018. Client clinical data is special-category (health) data requiring an appropriate lawful basis and Article 9 condition, and a high standard of security and confidentiality.

9.3 HIPAA (US). On US expansion, where Faresay acts as a business associate (or the Therapist/professional entity as a covered entity), the Parties must enter into a HIPAA Business Associate Agreement governing the use and protection of protected health information.

⚠️ COUNSEL: Covered-entity vs business-associate status, and the form of the Business Associate Agreement, must be confirmed and drafted by US counsel. Also consider state health-privacy laws (e.g. Washington My Health My Data Act, CCPA/CPRA). See privacy-policy.md.

9.4 Security. The Therapist must comply with the Security & Data Protection Policy, use only Faresay-approved or otherwise compliant tools to handle Client data, and report any personal-data breach to Faresay without undue delay and in any event within [PLACEHOLDER: e.g. 24 hours] of becoming aware of it.

9.5 Confidential information. Each Party must keep confidential the other's non-public business information and use it only to perform this Agreement. This clause 9.5 does not limit the Therapist's separate professional duty of clinical confidentiality owed to Clients.

10. Intellectual Property and Licence

10.1 Faresay IP. Faresay (and its licensors) own all rights in the Platform, the Faresay name, logos, and marks, and all Faresay-created content. No rights are granted except as expressly set out here.

10.2 Licence to the Therapist. Faresay grants the Therapist a non-exclusive, non-transferable, revocable licence to use the Platform, and to use Faresay marks and materials, solely to provide and promote Clinical Services through the Platform and in accordance with Faresay's brand guidelines.

10.3 Therapist content. The Therapist retains ownership of content they supply (such as profile text and credentials) and grants Faresay a non-exclusive, worldwide, royalty-free licence to host, display, reproduce, and use that content to operate and market the Platform and the Therapist's listing.

10.4 Clinical Record. For the avoidance of doubt, this clause 10 does not affect the Therapist's ownership of the Clinical Record under clause 2.3.

11. Representations and Warranties

11.1 The Therapist represents and warrants that, on an ongoing basis:

11.1.1 they hold all licences, registrations, and compact privileges required to provide the Clinical Services in each relevant jurisdiction (clause 3); 11.1.2 they are not subject to any unspent disqualification, suspension, exclusion, debarment, or restriction that would prevent them from providing Clinical Services; 11.1.3 they hold the insurance required by clause 13; 11.1.4 all information they provide to Faresay is accurate and not misleading; and 11.1.5 they will comply with all applicable laws, professional standards, and Faresay Policies.

11.2 Except as expressly stated, the Platform is provided "as is" and Faresay disclaims all other warranties to the maximum extent permitted by law.

12. Indemnification

12.1 The Therapist will indemnify and hold harmless Faresay and its affiliates, and their officers and staff, from and against losses, liabilities, damages, claims, and reasonable costs (including legal fees) arising out of or in connection with:

12.1.1 the Therapist's provision of (or failure to provide) Clinical Services, including any clinical negligence, malpractice, or breach of professional duty; 12.1.2 the Therapist's breach of this Agreement, the Faresay Policies, or applicable law; 12.1.3 any claim that the Therapist lacked the required licensure, registration, or competence; and 12.1.4 the Therapist's breach of data-protection or confidentiality obligations.

12.2 Faresay will indemnify the Therapist for losses arising from Faresay's breach of this Agreement or its negligence in operating the Platform, subject to clause 13 (limitation of liability).

⚠️ COUNSEL: Mutual scope, caps, carve-outs, and the interaction with insurance and with the limitation of liability must be reviewed for each jurisdiction. Certain liabilities (e.g. clinical negligence to a Client) cannot be contracted away and must be backed by insurance.

13. Insurance Requirements

13.1 The Therapist must, at their own cost, hold and maintain professional indemnity / professional liability (malpractice) insurance with a reputable insurer, with cover of at least [PLACEHOLDER: minimum cover amount and basis, e.g. per-claim / aggregate] appropriate to the Clinical Services and each jurisdiction in which Clients are located.

13.2 The Therapist must provide evidence of cover on onboarding and on request, and must notify Faresay promptly if cover lapses, is reduced, or is cancelled.

13.3 Cover must remain in force during the term and, where the policy is claims-made, for [PLACEHOLDER: run-off / tail period] after termination.

14. Limitation of Liability

14.1 Nothing in this Agreement limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, for fraud, or any other liability that cannot be limited under applicable law.

14.2 Subject to clause 14.1, Faresay is not liable for indirect or consequential loss, loss of profit, loss of goodwill, or loss of anticipated savings.

14.3 Subject to clauses 14.1 and 14.2, Faresay's total aggregate liability arising out of or in connection with this Agreement is limited to [PLACEHOLDER: cap, e.g. the total Platform Fees paid by/attributable to the Therapist in the [12] months before the claim].

14.4 For the avoidance of doubt, Faresay is not responsible for the Clinical Services or for the Therapist's clinical decisions, which are the Therapist's sole responsibility.

⚠️ COUNSEL: Caps and exclusions must be reviewed for enforceability under UK law (e.g. Unfair Contract Terms Act 1977) and applicable US state law, and reconciled with the indemnity (clause 12) and insurance (clause 13).

15. Continuity of Care on Termination

15.1 The welfare of Clients takes priority on any termination or suspension. The Therapist must not abandon a Client and must comply with their professional continuity-of-care obligations.

15.2 On notice of termination (by either Party), the Parties will cooperate in good faith to manage an orderly transition, which may include:

15.2.1 the Therapist completing or safely concluding in-progress care, or arranging an appropriate handover or referral; 15.2.2 the Therapist providing the Client (and any continuing clinician the Client chooses) with access to the relevant Clinical Record as required by law and professional standards; and 15.2.3 Faresay supporting affected Clients in finding an alternative clinician on the Platform where the Client wishes.

15.3 The Therapist must give Clients reasonable notice of their departure where clinically appropriate, in a manner agreed with Faresay so as not to breach clause 7 while fully respecting Client choice and clause 15.1.

⚠️ COUNSEL / ⚠️ CLINICAL: Continuity-of-care, record-handover, and Client-notification mechanics must align with clinical-governance-policy.md, crisis-safeguarding-policy.md, and professional ethics rules in each jurisdiction.

16. Term, Suspension, and Termination

16.1 Term. This Agreement starts when the Therapist accepts it and continues until terminated under this clause 16.

16.2 Termination for convenience. Either Party may terminate on [PLACEHOLDER: notice period, e.g. 30 days'] written notice, subject to clause 15 (continuity of care).

16.3 Termination for cause. Faresay may suspend access or terminate immediately on written notice if the Therapist:

16.3.1 loses, or has restricted, any required licence, registration, compact privilege, or insurance; 16.3.2 is subject to a regulatory, safeguarding, or fitness-to-practise concern that Faresay reasonably considers presents a risk to Clients; 16.3.3 commits a material breach of this Agreement or the Faresay Policies (and, if remediable, fails to remedy it within [PLACEHOLDER: cure period]); or 16.3.4 becomes insolvent or ceases to practise.

16.4 Suspension. Faresay may suspend the Therapist's access pending investigation of any matter under clause 16.3 where reasonably necessary to protect Clients, acting in good faith.

16.5 Effect of termination. On termination, the licence in clause 10.2 ends and the Therapist must stop using Faresay marks. Accrued payment rights, and clauses intended to survive (including clauses 2.3, 5.5–5.6, 7, 9, 11–15, 17, 19, and 20), survive termination.

17. Compliance with Faresay Policies

17.1 The Therapist must comply with all Faresay Policies, which are incorporated into this Agreement by reference, including:

17.2 Faresay may update the Faresay Policies from time to time in line with clause 20.2. Where a Policy conflicts with this Agreement on a clinical-safety or legal-compliance matter, the more protective requirement applies; otherwise this Agreement prevails.

18. Dispute Resolution and Governing Law

18.1 The Parties will first attempt in good faith to resolve any dispute through discussion and, if needed, [PLACEHOLDER: escalation / mediation process].

18.2 This Agreement and any dispute arising out of it are governed by the laws of [PLACEHOLDER: governing law, e.g. England and Wales for UK Therapists; relevant US state law for US Therapists], and the Parties submit to the [PLACEHOLDER: exclusive / non-exclusive] jurisdiction of the courts of [PLACEHOLDER: venue].

⚠️ COUNSEL: Governing law, venue, and any arbitration / class-action-waiver provisions differ materially between the UK and individual US states and must be set by counsel. Consider separate jurisdiction-specific schedules (UK vs US) rather than a single governing-law clause.

19. Notices

19.1 Notices under this Agreement must be in writing and sent to: (a) Faresay at [PLACEHOLDER: legal/notices email and address]; and (b) the Therapist at the contact details in their account.

19.2 Routine operational communications may be given through the Platform or by email and are deemed received [PLACEHOLDER: e.g. on the next business day].

20. Entire Agreement, Amendments, and General

20.1 Entire agreement. This Agreement and the documents it incorporates by reference are the entire agreement between the Parties on its subject matter and supersede prior discussions.

20.2 Amendments. Faresay may amend this Agreement or the Faresay Policies on [PLACEHOLDER: notice period] notice; continued use of the Platform after the effective date constitutes acceptance. Material changes adverse to the Therapist will be notified, and the Therapist may terminate under clause 16.2 if they do not accept them. ⚠️ COUNSEL: confirm unilateral-amendment mechanics are enforceable in each jurisdiction.

20.3 Assignment. The Therapist may not assign this Agreement without Faresay's consent. Faresay may assign to an affiliate or successor (including the US MSO/PC entities under clause 2.6).

20.4 No partnership/agency. Nothing creates a partnership or agency (clause 2.1).

20.5 Severance. If any provision is unenforceable, the rest remains in effect and the provision is modified to the minimum extent necessary.

20.6 Waiver. A failure to enforce any right is not a waiver of it.

20.7 Third-party rights. Except as expressly stated, no third party has rights to enforce this Agreement [PLACEHOLDER: confirm Contracts (Rights of Third Parties) Act 1999 position for UK].

End of draft. ⚠️ This document is a v0.1 first draft and must be reviewed and finalised by qualified UK and US legal counsel before use. It is not legal advice.