Therapists Terms and conditions

Contractor agreement between

Kay’s Counselling (Company)

& 

Therapist (Contractor)

This agreement supersedes all other agreements between the two parties. 

The Company requires the Contractor to provide counselling services, and the two parties have agreed to work together in accordance with the following terms and conditions.

The parties agree that the Company is not required to provide the Contractor with a minimum level of work, time, or compensation. The Contractor will only perform required tasks, as determined by User availability.

The relationship between the Company and the Contractor shall be that of an independent contractor, and nothing in this Agreement shall transform the Contractor into an employee, partner, joint venture partner, or agent of the Company. You are prohibited from representing yourself as having such authority. This Agreement is not a contract of employment, but a contract for the provision of Provider Services to platform Users.

The company makes no representations regarding the volume or number of interactions the Contractor will have with Users, nor does it guarantee any referrals of Users.

The Company disclaims all warranties for the information posted or transmitted by Users and/or members of the Platform.

The Contractor will assume all risks associated with the uploading and transmission of content and the use of the Platform, including reliance on the content’s accuracy, dependability, or legality.

The Organization will not be regarded as the provider or recipient of any services acquired via the Platform. The Independent Contractor performs the Provider Services at his or her sole and entire risk.

The Company is not liable to the Contractor for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of business, revenue, profits, use, data, or another economic advantage.

The Contractor is solely liable for any agreements he or she enters into with a User. The Company is in no way responsible or liable for any agreement made between the Contractor and a User or for enforcing any such agreement, including, but not limited to, any agreements relating to the usage of the Platform in any manner other than what is offered and suggested as the Provider Service on the Platform. Any agreement the Contractor enters into with a User is entirely his/her responsibility and risk.

The Contractor acknowledges that he/she is solely responsible and liable for any damages to any User to whom he/she provides services and to any User who suffers damages as a result of or in connection with the Contractor’s provision of services to that User. In the event of a dispute regarding any interaction conducted via the Platform, the Contractor hereby releases the Company from any and all actions, claims, or demands, as well as any and all losses (direct, indirect, incidental, or consequential), damages, costs, or expenses, including but not limited to court costs and attorney’s fees, that the Contractor may have against one or more of the aforementioned.

The Contractor shall try

1. Use its best endeavours to provide the Services which are requested from time to time by the Company in consideration of all relevant ethical guidelines, funding guidelines, applicable government body requirements and registering boards.
2. Use its best endeavours to provide the Services requested by the Company at the Site(s) and during such times and dates as may be nominated by the Company.
3. Ensure that no injury or damage is caused to persons or to property on the Site and that no trespass to the property is committed, arising out of or in connection with this Agreement.
4. Maintain unrestricted registration with the relevant registering board.
5. Maintain appropriate and adequate professional liability insurance and professional indemnity insurance.
6. Inform the Company of any work which they need unsuitable i.e., they feel it is not within their capabilities to deal with certain issues
7. When using the Platform for the purposes of Provider Services or using the Platform for a purpose related to Provider Services, the Contractor must exercise a reasonable standard of care, including confidentiality obligations, at least equivalent to a traditional in-person interaction with a User as mandated by his/her profession and regulatory agencies. For example, sessions should not be conducted from a vehicle or in a setting (whether public or private) where any other beings are present, including children or pets.
8. The Contractor will not discuss the specifics and logistics of his/her interactions within the Platform, including, but not limited to, payment terms and mechanisms, without express written approval from the Company.
9. The Contractor will not provide to Users any services other than Provider Services.

• The Contractor will not provide to Users any services which may not be lawfully or ethically rendered or provided through the Platform according to the laws, regulations and ethics that apply in the Contractor’s jurisdiction.

1. To the extent the Contractor opts in to provide therapy to certain populations (Couples, LGBTQ+, minors and/or Christian), the Contractor represents and warrants they possess specialist skills, expertise, experience or training to counsel such populations.
2. The Contractor will not diagnose, treat, test, advise, counsel, recommend a course of treatment, or otherwise provide or perform any services that require an in-person meeting with a User or examination of a User.
3. The Contractor acknowledges and agrees to inform Users that the Provider Services, advice and or information that he/she provides to a User, are not in any way to be considered a substitute for an in-person interaction between the User and the Contractor or any other professional.
4. The Contractor will not provide Provider Services for any Users presenting with an emergency. For emergency matters and issues, the Contractor agrees to instruct the User to immediately call 911 or their local emergency assistance number (999 in the U.K).
5. Regardless of the Contractor’s professional and educational training, he/she agrees to never engage in the practice of medicine through the Platform, including, without exception, diagnosing medical conditions and prescribing or dispensing any medications. For Contractors in the UK, the Contractor agrees to never engage in the assessment or medical treatment of any person detained in hospital under the Mental Health Act 1983 (or equivalent legislation in any devolved nation in the United Kingdom).
6. Any fees related to external assessments that are conducted outside the Platform, whether or not there are fees associated with such tool are expressly not required by Users to receive services on the Platform. The assumption of fees associated with use of such external assessment tools are at the Users’ sole discretion and not sanctioned or enforced by the Company.

The Contractor warrants that the Services provided hereunder will be performed:

1. In a highly professional manner, in accordance with best practices in the industry then in effect for the Services provided hereunder,
2. In a proper and workmanlike manner, and
3. To the reasonable satisfaction of the Company’s clients.
4. The Contractor shall endeavour to observe the Company’s policies, conditions and workplace rules, as nominated by the Company in writing from time to time.
5. The Contractors is the sole authorised representative in this contract.

The Contractor shall not at any time during or after this Agreement:

1. divulge or disclose any Confidential Information which has come into its possession because of this Agreement to any third party; or
2. use the Confidential Information except to the extent necessary for the purposes of this Agreement; or make any internal or public announcements in relation to the Confidential Information; Unless the Contractor is required to disclose Confidential by law.

The Contractor agrees that it will not between the commencement of this agreement and the date 36 months after termination of this Agreement:

1. Canvass, solicit, or endeavour to entice away from the Company any customer or business associate of the Company:
2. Any past clients who may approach the Contractor after termination of this agreement, must refer the client back to the Company and not work with the clients under any circumstances. Solicit, interfere with or endeavour to entice away any employee of the Company or Counsel, procure or otherwise assist any person to do any of the acts referred to in this clause.
3. The Contractor shall upon request of the Company display affix and maintain the business name, trademarks, and logos of the Company upon any machinery, vehicles, work clothes or other equipment utilised in the course of the Services whether supplied by the Company or by the Contractor or otherwise.
4. The Contractor agrees that all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, logos, trademarks or trade secrets, conceived, developed, generated or produced pursuant to the Agreement by the Contractor resulting from or relating to the provision of the Services, including documentation, flow charts, diagrams, reports, writings, and data (“Work Product”) shall become the sole and exclusive property of the Company.
5. If this Agreement is terminated for any reason, the Contractor shall promptly return and deliver to the Companys all written and portable forms of Confidential Information, excluding client files, and Work Product and all copies thereof in its possession, custody or control.  This obligation will survive the termination of the Agreement.
6. The Contractor agrees to record and maintain client files including but not limited to personal information, case progress notes and reports in accordance with all relevant laws, ethical guidelines and registering boards.  This obligation will survive the termination of the Agreement. 

In consideration of the Company providing the Contractor with counselling clients:

1. The clients will pay the Contractor directly following the initial referral fee to the Company. Referral fee is the first session payment paid directly to the Company by the client. 
2. The Contractor will endeavour to receive payments for sessions at least 24 hours prior to the session as per company policy
3. The Contractor will provide a document rendering the services provided to clients, with client names, and session details. This must be provided at the latest on the last day of each month. This document must include all clients who have paid, clients who have not attended their appointment, clients who have attended their appointment and the Contractor has not gained payment, but services were provided. All documents must be provided in the name of the Contractor, the Company will not be responsible for services rendered by the Contractor to third parties.
4. The Company will endeavour to provide clients to the Contractor however this is not guaranteed due to the nature of the work and the number of clients wanting therapy
5. The Company will provide the Contractor with an invoice stating the fees that are due, which are due to be paid 10 days after the invoice
6. The Contractor will advise the Company of the hours and days they wish to work and reserve the office space.
7. The fee for the referral, and reservation of the office space at the agreed time and days, will be: One-off first session cost of the session will be paid directly to the Company by the client.

• The current agreement is for clients to be charged £85 per session, and the fee for the Contractors £85 for half a day per day (6 clients maximum within the hours the Contractor decides):

1. 9:00 – 15:00/08:00-13:00 or 15:00 to 21:00/14:00-20:00 Monday to Friday
2. 09:00-15:00 or 15:00 to 21:00 Saturday
3. 09:00-15:00 or 15:00 to 21:00 Sunday

Hours can be changed with prior agreement in writing with 3 months notice.

• Should the client fees increase or decrease, through prior agreement with the Contractor the referral fees may change accordingly, either increase or decrease. 
• This fee is due regardless of the number of clients the Contractor is working with and is due whether the office space is being used or not.
• The Contractor can allocate their own sourced clients within these hours and the above fees shall apply
• The offices provided must be returned in the state they were provided to the Contractor including cleaning up spillages, emptying bins and sanitising due to COVID regulations 
• Use of the office is only for offering sessions to clients and should the Contractor utilise the office and or its facilities for other reasons, the Contractor will be liable to pay for the office use and amenities
• The Contractor is required to complete the sign in book, this must be completed each time the Contractor is in the office and when the Contractor leaves the office
• Any damage or losses which occur due to the Contractors, unauthorised access to premises or negligence on the Contractors behalf, will result in the Contractor being invoiced to rectify their actions or replace items which have been damaged
• The Contractor is responsible for fixing all their own mistakes, if the Contractor requires admin support to rectify their mistakes, from the Company this will be charged at £15 per hour (calculated per minute). This will automatically be added to the invoice
• If the Company requires support from the Contractor, this will be charged at £20 per hour (calculated in 15 minute intervals) by the Contractor. This can be added to the document provided to the Company 
• The Contractor is solely responsible for maintaining their online dairies to ensure double bookings do not occur, any issues with this must be rectified by the Contractor immediately

The Contractor is responsible for:

1. Being registered as self employed
2. Liable for their own tax and national insurance contributions, the Company is not liable for any tax payments current or outstanding
3. The parties acknowledge and agree that the Contractor is acting as an independent Contractor in providing the Services and that this Agreement does not create any partnership, or other joint venture or enterprise between the parties.
4. The parties acknowledge and agree that this Agreement is not a contract of service and that the Contractor (and any of its directors, agents, representatives, or delegates) is not an employee of the Company and that it is the express intention of the parties that any such relationship is denied.
5. Nothing in this Agreement, and no verbal or written communication between the parties, whether prior to or after this Agreement, will be construed as an express or implied employment agreement or a promise by the Company to employ the Contractor any of its agents’ representatives or delegates.
6. The Contractor shall provide at its own expense for the Contractor’s use while providing Services the plant, machinery, equipment and materials.

The Contractor acknowledges and agrees that the Company

• Makes no commitment to require Services implying the payment of a minimum periodic amount of fees to the Contractor, does not engage the Contractor on an exclusive basis, and is not responsible for knowing the Contractors’ dependence on revenues from Services provided at the request of the Company.

The Company acknowledges that the Contractor

• Makes no commitment to provide Services to the Company on an exclusive basis, and shall be at liberty to enter contracts, commitments, and commercial arrangements with third parties involving the provision of services including but not limited to services within the Contractors’ qualifications and experience. 
• The Contractor shall provide the days and hours they have decided to work as the work with clients is ongoing, this must be provided to the Company, which needs to be kept up to date to provide client referrals to the Contractor, to allow services in accordance with this agreement. This must be provided for the upcoming days, weeks and months during which it is available or unavailable to provide services to the Company and shall thereafter use its best endeavours to avoid committing or contracting itself to third parties on the dates and times during which it has nominated itself as being available.

The Contractor understands and acknowledges that:

1. The Contractor is not entitled to receive from the Company any wages, loadings, superannuation contributions, paid annual holidays, paid public holidays, long service leave, sick leave, Pay As You Go payment summaries, workers compensation cover, or other statutory or common law benefits that the Principal grants to its employees; and the Company will not withhold any fees paid to the Contractor pursuant to this Agreement
2. The parties agree that the Company will not be liable for any damages under any circumstances arising from this Agreement or the Services even if advised of the possibility of such damages or if such damages are foreseeable and the Contractor’s sole and exclusive remedy arising from this Agreement shall be paid by the Company for any Services satisfactorily performed by Contractor prior to termination.
3. The parties agree and declare that nothing in this Agreement, and no verbal or written communication between the parties, whether prior to or after this Agreement, will be construed as a promise or obligation by Company to obtain any Services from the Contractor in any volume or amount during any period.
4. The Contractor agrees to release, hold harmless and indemnify the Company from any and all claims and liabilities relating to the Contractor’s financial stability which may result from the Company’s termination of this Agreement for any reason whatsoever.
5. The contractor will defend, indemnify and shall keep indemnified and hold harmless the Company and its affiliates and their officers, directors, employees, shareholders, customers, agents, successors, and assigns from and against all loss, damage, liabilities, settlement, costs, or expense (including legal expenses and the expenses of other professionals) as incurred, resulting from or arising out of a breach of any terms of this Agreement by the Contractor any person supplied by the Contractor.
6. The negligence of, or personal injury or property damage caused by, the actions or inactions of the Contractor or any person supplied by the Contractor.
7. Any claim by the Contractor any person supplied by the Contractor for any benefits offered by the Company to its own employees; and any claim which alleges the Services infringes upon, misappropriates or violates any third-party patents, copyrights, trademarks or trade secret rights or other proprietary rights.

The Contractor shall take and maintain during the operation of this Agreement insurance against its own potential liabilities.  The Contractor shall obtain certificates of currency in respect of all such insurances and shall forthwith upon receipt provide copies or originals of such certificates to the Companys.

This Agreement may be terminated by the Contractor giving the other Party 3 months’ notice, which will allow for ethical endings to client work unless the Company feels there has been negligence on behalf of the Contractor, which will result in immediate termination of this agreement:

• Either Party may terminate this Agreement for fundamental breach by the other Party providing that notice is given in writing which specifies the breach, and such termination shall take effect upon service of such notice.
• All clients must be referred back to the Company. The Contractor is required to provide by email, the client names, phone numbers and dates their sessions are currently booked in. Unless this agreement is terminated due to negligence on behalf of the Contractor, the Contractor must continue client work for a minimum of 4 weeks from the termination of this agreement to ethically bring client work to an end and then refer them back to the Company as soon as it an end date has been determined.

• Except as otherwise provided in the Agreement the Company’s rights and entitlements under this Agreement shall not merge upon Termination of this Agreement and shall remain in force and may be enforced by the Company in any court of competent jurisdiction.
• Office keys must be returned on the Contractor’s last working day and under no circumstances should they be copied or kept. Access to the building and car parking facilities will cease from the termination agreement date.

Each Party shall pay its own legal costs and expenses in relation to the negotiation, preparation, and execution of this Agreement.

The Contractor agrees to comply at its own expense with all applicable laws, orders, and regulations in performing services under the agreement including all privacy, confidentiality, and consumer protection laws.

By continuing to provide the Service, each party has caused the Agreement to be executed by its properly authorised representative.