> ⚠️ DRAFT v0.1 — for legal counsel review. NOT legal advice. Counsel must finalise before use. Last updated: [PLACEHOLDER: date] # Faresay — Terms of Service (United Kingdom) 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 England & Wales with company number [PLACEHOLDER: company number] and registered office at [PLACEHOLDER: registered address] ("**Faresay**", "**we**", "**us**", "**our**"). Please read these Terms carefully. They apply to you when you access or use the Platform in the United Kingdom. ⚠️ COUNSEL — Confirm the UK operating entity details (registered name, number, and address) and that the Platform's territorial scope is correctly stated as the United Kingdom. --- ## 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 `uk-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, UK-registered 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 platform-not-provider characterisation is material to Faresay's liability position; confirm the wording aligns with what Faresay actually does and does not control. 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:** > > - Call **999** for any life-threatening emergency > - Call **NHS 111** for urgent mental-health help (select the mental-health option) > - Call the **Samaritans** free on **116 123** (24 hours a day) > - Text **SHOUT** to **85258** (free, confidential, 24/7 text support) ⚠️ COUNSEL / ⚠️ CLINICAL — Verify all numbers and service descriptions before publication, and confirm they match the `uk-crisis-safeguarding-policy.md`. Confirm 999, NHS 111 (urgent mental health), Samaritans 116 123, and SHOUT 85258 details. 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 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 and, for a child's own capacity to consent, Gillick competence and the Fraser guidelines), 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 registered and entitled to practise in the United Kingdom and to provide services to you 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 — confirm how location is verified and the position where a Client travels outside the UK during a course of therapy. --- ## 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, self-employed registered 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 registration, professional, and ethical standards (including those of their professional body, such as BACP, UKCP, NCPS, or HCPC), 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, registration 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 `uk-clinical-governance-policy.md` and `uk-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 Remote Therapy 7.1 The Platform supports the delivery of services by remote means (for example, video, voice, or messaging). Remote therapy 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 remote therapy** 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 — Confirm whether consent to remote therapy is captured by the Therapist, by the Platform, or both; whether a Platform-level consent is required; and the exact required disclosures under UK law and the relevant professional bodies' standards. 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. You pay out of pocket for sessions. ⚠️ COUNSEL — confirm fee-setting mechanics (Therapist-set vs Platform-set vs banded). 9.2 **Self-pay.** Faresay does not bill insurers in the initial model. You are responsible for the full session fee. If you wish to seek reimbursement from a private medical 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 consideration for the platform services we provide. ⚠️ 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 fair and transparent. 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. 9.5 **Taxes.** Prices are inclusive or exclusive of VAT as stated at the point of booking. You are responsible for any taxes that apply to you. ⚠️ COUNSEL — confirm the VAT treatment of session fees and of the platform fee, including whether therapy services or any element of them are VAT-exempt. 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 and receive a full refund. 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: a full refund is provided where you cancel more than 24 hours before the session start time; [PLACEHOLDER: any further 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 the refund policy and reconcile it with your statutory cancellation rights described in Section 9.9. 9.9 **Your statutory cancellation rights.** Where you book as a consumer, you may have a statutory right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to cancel a distance contract for services within 14 days (the "cooling-off period") and receive a refund. If you ask us to begin providing the service during the cooling-off period, you acknowledge that you may lose the right to cancel once the service has been fully performed, and that if the service is only partly performed when you cancel you may be charged for what has been provided. Nothing in these Terms affects your statutory rights. ⚠️ COUNSEL — confirm the cancellation-rights wording, the express request/acknowledgement mechanism, and how the cooling-off right interacts with the booking and cancellation flow. --- ## 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, or with data-protection and health-confidentiality 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, except as set out in Section 13.4. 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.** Nothing in these Terms excludes or limits any rights you have as a consumer that cannot lawfully be excluded or limited, including your rights under the Consumer Rights Act 2015. In particular, where Faresay supplies the platform services to you as a consumer, those services will be provided with reasonable care and skill. ⚠️ COUNSEL — confirm the statutory-rights wording and that this Section does not purport to exclude any non-excludable consumer right. --- ## 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, or exemplary losses, 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 against consumers under the Consumer Rights Act 2015 fairness rules. 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.** Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by the Consumer Rights Act 2015 to the extent they cannot be excluded, and for any other liability that cannot be excluded or limited under applicable law. ⚠️ COUNSEL — confirm the precise carve-outs. --- ## 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 (consumer indemnities are constrained by the Consumer Rights Act 2015 fairness rules). --- ## 16. Dispute Resolution; 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. This does not affect your right to bring proceedings. 16.2 **Governing law and jurisdiction.** These Terms and any dispute arising out of them are governed by the laws of England & Wales, and the courts of England & Wales will have jurisdiction. If you are a consumer resident elsewhere in the United Kingdom, you retain the benefit of any mandatory protections of the law of the part of the UK in which you live and may bring proceedings in your local courts. ⚠️ COUNSEL — confirm governing law and jurisdiction and that consumers retain the protection of mandatory laws of their home jurisdiction. 16.3 **Consumer rights preserved.** Nothing in this Section requires you to give up any right to bring proceedings in the courts, and we will not seek to impose mandatory arbitration or any waiver of your right to bring or participate in collective proceedings. The fairness rules in the Consumer Rights Act 2015 apply to these Terms. ⚠️ COUNSEL — confirm that no dispute-resolution provision is unfair or unenforceable against UK consumers. --- ## 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 `uk-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 UK consumer-protection requirements. --- ## 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. This does not exclude liability for fraudulent misrepresentation. 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 and provided your rights are not adversely affected. 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.** These Terms are provided in English, which is the governing language. ⚠️ COUNSEL — confirm whether any localised/translated versions are needed. --- ## 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.*