Preparatory material for a solicitor consultation — not legal advice. Prepared by the founder to brief counsel and focus the engagement. UK launch scope only; US matters are excluded by design. Each item states Faresay's working assumption and the open question for counsel.
0. How to read this
For each area: Position = our current understanding / intended approach. Open question = what we need counsel to confirm or correct. Items are roughly ordered by how much they could change the model.
1. Corporate structure & status
Position. Faresay will operate as a UK private company limited by shares (Companies House), acting as an intermediary marketplace — introducing clients to independent therapists and providing the technology and payment rail. Faresay does not itself deliver clinical care.
Open questions. - Is the "marketplace, not provider" characterisation robust, given Faresay sets the session price, handles the money, and controls the booking flow? Where is the line at which we'd be treated as providing the service rather than facilitating it? - Recommended entity structure and any group structure (e.g. separate IP/holding entity) for a bootstrapped UK launch. - Appropriate SIC code(s).
2. Is this a CQC-regulated activity?
Position. Counselling and psychotherapy delivered by independent, self-employed practitioners are generally outside CQC registration; we believe Faresay (a platform that neither employs the therapists nor directs clinical care) does not "carry on" a regulated activity such as treatment of disease, disorder or injury.
Open questions. - Confirm Faresay does not require CQC registration. What facts would flip this (e.g. if we employed therapists, triaged clinically, or marketed ourselves as the provider)? - Does the picture change if any practitioners on the platform are HCPC-registered practitioner psychologists or provide anything beyond talking therapy?
3. Therapist regulation & vetting
Position. "Therapist" / "counsellor" are not statutorily protected titles in the UK. Faresay will require every practitioner to hold membership of an appropriate professional body / PSA-accredited register (BACP, UKCP, NCPS, etc.) or statutory registration where applicable (HCPC), plus current professional indemnity insurance, and will verify this before go-live.
Open questions. - Is mandating PSA-accredited-register membership (or HCPC) a sufficient and defensible vetting standard? Any additional checks counsel would require (DBS, identity, qualification verification)? - Our liability exposure if a vetted therapist is later struck off or causes harm — and how to structure the agreement and disclaimers to manage it.
4. Therapist employment status (high priority)
Position. Therapists are self-employed independent contractors, not employees or workers of Faresay. They use their own indemnity insurance and are responsible for their own tax.
Open questions. - Worker-status risk: Faresay sets/controls the session price, the booking system, and some conduct standards. Could a tribunal find therapists are "workers" (entitled to holiday pay, etc.) or even employees? What contractual and operational changes reduce that risk (e.g. therapist-set pricing, right of substitution, no exclusivity)? - Status-determination and the platform's tax exposure; relevance of off-payroll / agency legislation to this model.
5. Data protection — UK GDPR & DPA 2018 (high priority)
Position. Faresay processes special category health data and will: register with the ICO and pay the data-protection fee; rely on appropriate Article 6 + Article 9 conditions (e.g. explicit consent and/or provision of health/social care); complete a DPIA; maintain a ROPA, privacy notice, retention schedule, DSAR process, and 72-hour breach procedure.
Controller/processor. Faresay is likely a controller for account, booking and payment data; the therapist is the controller for their clinical notes. We will put a data-sharing / joint-controller or controller-to-controller arrangement in place between Faresay and therapists.
International transfers (flag). Parts of our stack use US-headquartered processors (auth, video, email). This creates UK→US (and other) transfer questions.
Open questions. - Correct lawful bases (Art 6 + Art 9) for each processing purpose; is explicit consent the right Art 9 condition, or the health/social-care condition? - The right controller model between Faresay and therapists, and the contract to paper it (DPA, joint-controller agreement, or both). - Transfers: which sub-processors are outside the UK, and what mechanism each needs (UK IDTA / EU SCCs + UK Addendum, transfer risk assessment). Should we prefer UK/EU-region processors to reduce transfer exposure? - Confirm DPIA scope and whether prior ICO consultation is ever needed.
6. Consumer law (B2C)
Position. Client contracts are distance contracts for services. We will provide pre-contract information, clear pricing, and cancellation/refund terms (full refund if cancelled >24h ahead).
Open questions. - Consumer Contracts Regulations 2013: the 14-day cancellation right and how the "service begins with the consumer's agreement before the 14 days expire" waiver should be presented at checkout. - Consumer Rights Act 2015: our "reasonable care and skill" obligations as the platform vs. the therapist's, and how to allocate them in the terms. - Any unfair-terms exposure in our limitation-of-liability and cancellation clauses.
7. Clinical safety, safeguarding & crisis boundaries
Position. Faresay is not a crisis service. The platform displays crisis signposting (999, Samaritans 116 123, NHS 111, SHOUT 85258) and operates a safeguarding policy and complaints process. Clinical responsibility sits with the treating therapist.
Open questions. - Faresay's duty of care to clients as an intermediary, and how to bound it. - Minimum safeguarding obligations we should impose on therapists (vulnerable adults, children if we ever allow under-18s — currently adults only), and our own escalation duties. - Complaints handling expectations and whether any ADR/ombudsman scheme applies.
8. Advertising & claims (ASA/CAP)
Position. Marketing will avoid unsubstantiated efficacy or health-outcome claims about therapy.
Open question. Review of homepage and marketing claims for CAP Code compliance — what we can and cannot say about outcomes, "qualified/accredited", and pricing comparisons with competitors.
9. Payments & client money (likely low, confirm)
Position. Payments run through Stripe (the regulated payment institution). Faresay is a platform/marketplace using Stripe Connect; we do not intend to hold client funds ourselves.
Open question. Confirm Faresay does not require FCA authorisation / does not trigger safeguarding-of-funds or payment-services obligations given Stripe is the PSP and flow-through is near-immediate.
10. Tax / VAT (refer to accountant + counsel)
Position. Therapy by registered health professionals may be VAT-exempt, but Faresay's platform fee is a separate supply and may be standard-rated VAT.
Open questions. - VAT treatment of the 15% platform fee; VAT registration threshold and timing. - Any structuring to keep the fee characterisation clean (platform fee, not fee-split).
11. Contracts to produce / review
- Client Terms of Service (B2C) and Privacy Notice.
- Therapist Agreement (B2B independent-contractor terms) + data-sharing/DPA.
- Cancellation & refund policy, complaints policy, safeguarding policy.
- Processor agreements / sub-processor list for the data-transfer assessment.
Draft versions of several of these exist (see the policy documents in this set) and are marked DRAFT — for professional sign-off. They are starting points for counsel, not finished instruments.
Priority order for the meeting
- Employment status of therapists (§4)
- Data protection: controller model, lawful bases, international transfers (§5)
- CQC / regulated-activity confirmation (§2)
- Marketplace-vs-provider characterisation & liability (§1, §3, §7)
- Consumer law terms (§6)
- VAT on the platform fee (§10)
- Payments/FCA confirmation (§9), advertising review (§8)