Meela’s General Terms and Conditions for Therapists

1. General

1.1. These general terms and conditions (the “Terms”) describe the legal terms and conditions that apply to the subscription, provision and use of an online matching service that enables individuals to match with psychologists or psychotherapists fitting to the individual´s personal preferences (the “Service”). The Service is provided by Meela AB, with Swedish company reg. no. 559296-0644 (“Meela”, “we”, “our” or “us”) to the psychologist or psychotherapist (the “Therapist” or “you”). The Service is available at our website meelahealth.com (the “Website”).

1.2. The Terms, together with any appendices and any separate agreements between you and Meela (e.g. a document signed by Meela and the Therapist, an offer accepted by the Therapist, an e-mail or a web form) that includes specific terms in regard to the Service, form the complete contractual agreement between Meela and the Therapist (the “Agreement”).

1.3. By accepting these Terms, you undertake to comply with them for the use of the Service and the Website. Accepting the Terms means that you confirm that you have understood the Terms, that you undertake to comply with the Terms and that the information you provide in the Service is correct, honest and up-to-date.

2. About Meela and the Service

2.1. The Service is an online-based service that enables the Therapist to contact and provide its therapy services (the “Therapist Services”) to the individual that has been matched with the Therapist using the Service (the “Client”).

2.2. Meela does not provide any healthcare or therapy services but merely provides the technical infrastructure and functionalities available in the Service to facilitate the match between the Client and the Therapist.

2.3. Subject to these Terms, the Therapist is granted a non-exclusive, time-limited and non-transferable right to use the Service and the Website.

2.4. Meela may from time to time provide additional services to the Therapist upon the Therapist’s order on the Website, via e-mail or by other means. These Terms shall also apply to such additional services, unless separate terms are provided.

3. Therapist Account

3.1. To use the Service, you need to register an account, create a profile and identify yourself through BankID.

3.2. By registering an account, the Therapist will get access to their own page, with an overview of their profile, a list of which Clients the Therapist has been matched with, as well as background information concerning and provided by each Client.

3.3. The profile that the Therapist creates will in part be made public to the Client. The Therapist can update and add details to their public profile via the Therapist’s account. Meela does not add any information to the Therapist’s profile.

3.4. You undertake to ensure that no one but you can use your login credentials to the Service. You shall not reveal the login credentials to any unauthorized party and shall ensure that any documents revealing your login credentials are stored in a way that prevents unauthorized access to the information. You must immediately notify us if you suspect that your login credentials have been compromised. In addition, we recommend that you change your personal BankID login as soon as possible.

4. The Therapist’s Obligations

4.1. The Therapist undertakes to comply with Meela’s instructions regarding the Service as provided from time to time.

4.2. The Therapist must be a professional psychologist or psychotherapist in order to use the Service.

4.3. The Therapist warrants that the Therapist has and will keep updated all permits, licenses, qualifications and insurances as required for providing the Therapist Services, as well as to comply with applicable law, regulations and guidelines issued by a competent authority when using the Service. This includes, but is not limited to, relevant secrecy obligations and obligations to keep health records. Meela reserves the right to, at any time, request excerpts from the National Board of Health and Welfare (Sw. Socialstyrelsen), to control the Therapist´s permits and licenses.

4.4. The Therapist is fully responsible for any Client received through the Service, including the treatment of, and the provision of Therapist Services to, the Client as a result of using the Service. All communication between the Client and the Therapist shall be made outside the Service. For the avoidance of doubt, the Therapist is fully responsible for their conduct of Therapist Services and for any communication with the Client both inside and outside the Therapist Services.

4.5. The Therapist is expected to offer the Therapist Services to, and to meet with, the Client as a result of a match through the Service but is not obliged to do so if the Therapist has a valid reason for not providing the Therapist Services or meeting with the Client.

4.6. If the relationship between the Therapist and the Client ends, the Therapist is responsible for ending the relationship in a reasonable and responsible manner and with respect for the Client, regardless of the reason for the relationship ending.

4.7. The Therapist is responsible for not using the Service in any way that is illegal or causes damage or inconvenience to others. Meela complies with Swedish law and has the right to remove any content or similar that is inappropriate or illegal. If we suspect that the Therapist’s account or login credentials are misused or if the usage otherwise violates the Terms, we also have the right to suspend the Therapist, in accordance with Section 10 below. We have the right to, irrespective of the reason, assign the Therapist with new login details.

4.8. The Therapist is fully responsible for protecting their technical equipment against unauthorized use, including using appropriate anti-virus software and firewall.

4.9. In the event that it is revealed that any use of the Service or the Website by the Therapist is in breach of these Terms, the Therapist shall reimburse Meela for all reasonable costs and expenses related to such use.

5. Access to the Service

5.1. The Service is an online service and we will provide the version of the Service that is the most recent one available at the time of the conclusion of these Terms.

5.2. Although it is our ambition, we cannot guarantee that the Service and the Website are provided without technical disruptions. We may therefore have to restrict the access to the Service and/or the Website due to for example service, support, safety or technical reasons.

5.3. Meela aims to continuously improve the Service and the Website. Therefore, in addition to modifications aimed at maintaining conformity, we will under certain conditions modify the features of the Service, the Website and/or the additional services provided.

5.4. If there is any problem with the Service and/or the Website, or if the Therapist is dissatisfied in any way, the Therapist should contact Meela as soon as possible.

6. Meela´s Obligations

6.1. The Therapist acknowledges and accepts that Meela merely provides the technical infrastructure and the functionalities available in the Service. Meela does not intervene in any way as an intermediary, moderator or promoter in the interactions, agreements or transactions between the Client and the Therapist. Meela has no responsibility for the interactions between the Client and the Therapist. Furthermore, Meela has no obligation to provide the Therapist with any number of matches.

6.2. Since the Service relies on the Client’s self-assessment, Meela cannot guarantee that the Client matched with the Therapist will be suitable. Meela can furthermore not guarantee that the mental health condition of the Client is not beyond mild to moderately severe.

6.3. For the avoidance of doubt, Meela has no control over or responsibility for the actions of the Client or the Client’s failure to e.g. act, respond or pay their fees to the Therapist. Meela takes no responsibility for the Client’s financial capacity, their inability or discontinuation in paying their fees or the collection of due debts.

7. Price and Payment

7.1. The registration of an account is free of charge.

7.2. For each Client to whom the Therapist provides Therapist Services, the Therapist shall pay the prices in accordance with the prices and specific terms provided by Meela.

7.3. If the treatment and the meetings or sessions between the Therapist and the Client ceases to occur for a period of more than three (3) months and are then resumed, the first meeting or session after that period of time shall be considered being with a new Client that the Therapist is required to provide payment for in accordance with Section 7.2.

7.4. Unless otherwise agreed, Meela has the right to adjust prices annually each calendar year, regardless of when the Terms entered into force. In addition, Meela may at any time adjust prices due to changes in regulations, taxes, fees or similar circumstances beyond Meela’s control.

7.5. Payment of invoices shall be made within fourteen (14) days from when the invoice was issued, unless otherwise agreed in writing.

7.6. If payment is late or incomplete, Meela is entitled to interest on overdue payment in accordance with the Swedish Interest Act (1975:635) (Sw. Räntelagen) and a late payment charge and/or a debt collection fee according to applicable laws.

7.7. If full payment is not received by Meela within ten (10) days from the date on which a written payment reminder was sent by Meela and the Therapist has not on reasonable grounds disputed the claim of payment, Meela has the right to (i) immediately suspend the Therapist´s use of the Service and/or (ii) terminate the Agreement in accordance with Section 10.2.

8. Intellectual Property Rights

8.1. Meela or Meela’s licensors hold all rights, including intellectual property rights to the Service and the Website, including but not limited to rights related to software and source code, data bases, trademarks, design protection, copyright, patents and the right to apply for such protection.

8.2. Meela has made a substantial investment in the obtaining and presenting of data in the Service and the database included in the Service. The Therapist agrees to respect such rights and nothing in the Agreement shall be construed as a transfer of such rights, or any part thereof, to the Therapist.

8.3. The content in the Service and on the Website may not be used by the Therapist to a greater extent than is necessary in order for the Therapist to use the Service or the Website in the intended manner.

8.4. The Therapist may not use Meela’s trademark or company name without Meela’s prior written approval.

8.5. The Therapist may not copy, modify, create derivative work, reverse engineer or otherwise attempt to discover any source code of, or assign, sub-license or transfer any right in, the Service, data in the Service or part thereof.

8.6. The Therapist holds all rights, including intellectual property rights, to all data that is submitted to the Service by the Therapist. During the term of the Agreement, Meela may use the data provided by the Therapist and data related to the Therapist’s use of the Service in order to develop the Service and to provide the Service to the Therapist successfully. After the term of the Agreement, Meela may keep such data in anonymised form for research purposes.

8.7. Meela has the right to freely use the know-how, professional knowledge, experience and skills that Meela acquires through or in connection with providing the Service.

8.8. Meela has the right to use and publish the Therapist’s name, images, trademark and logotype in marketing related to the Service.

8.9. Meela shall, subject to the limitation of liability, compensate the Therapist for damage suffered by the Therapist as a result from claims from third parties regarding infringement of such third party’s intellectual property rights.

8.10. Meela´s obligation to indemnify the Therapist pursuant to this Section 8 applies only provided that the Therapist:

a) without undue delay notifies Meela in writing of claims made against the Therapist;

b) allows Meela to control the defence and make decisions alone in all related settlement negotiations; and

c) acts in accordance with Meela’s instructions and cooperates with and assists Meela to the extent that Meela reasonably request.

8.11. If it comes to Meela’s knowledge or is finally settled that there is an infringement of a third party´s intellectual property rights, Meela may choose to either:

a) ensure the Therapist a continued right to use the Service;

b) change the Service so that infringement no longer exists;

c) replace the Service, or any part thereof, with any other non-infringing equivalent product or service; or

d) terminate or temporarily cease to provide the Service and, after deducting the Therapist´s reasonable benefit, repay the Therapist’s fee paid for the Service, without interest.

8.12. Meela’s obligations under this Section 8 are conditional upon the Therapist’s use of the Service and the Website exclusively in accordance with the terms of the Agreement.

8.13. This Section 8 constitutes Meela´s total liability towards the Therapist for infringement of third parties’ intellectual property rights.

9. Personal Data

9.1. Each respective party are the sole controllers of personal data processed as a result of these Terms.

9.2. If the parties identify a situation where any of the parties will come to process data on behalf of the other party, the parties shall enter into a data processing agreement prior to such processing. If the parties identify a situation where they will be joint controllers, the parties shall enter into a joint controllership agreement.

9.3. Meela’s personal data processing is described in Meela’s Privacy Policy.

10. Term, Termination and Changes

10.1. The Agreement becomes effective when the Therapist has signed up to use the Service. The Agreement will remain in force until the Therapist deactivates their account or the Agreement is otherwise terminated in accordance with this Section 10.

10.2. The Therapist may terminate the Agreement by deactivating the Therapist’s account at any time by following the instructions provided on the Website or by e-mail. After the termination of the Agreement, the Therapist is responsible for handling the relationship with the Client in a reasonable and responsible manner.

10.3. Meela shall have the right to terminate the Agreement and the Therapist’s access to the Service by giving the Therapist a one (1) month written notice.

10.4. Each party is entitled to terminate the Agreement with immediate effect where:

a) the other party has committed a material breach of the Agreement and does not fully rectify such breach within thirty (30) days of the other party giving written notice thereof; or

b) the other party is declared insolvent, is subject of an application or order for bankruptcy or company reorganisation, suspends payments or otherwise can be presumed to be insolvent.

10.5. Upon termination of the Agreement (completely or partially) the Therapist shall immediately cease its use of the Service, and the parties shall promptly return confidential information and other material submitted by the other party in accordance with the other party’s instructions, unless otherwise agreed in these Terms.

10.6. We reserve the right to make changes and amendments to these Terms. The latest updated version of the Terms is posted on the Website. Changes will become valid once you have accepted the Terms (when you log in to your account), or thirty (30) days after we have informed you of the changes.

10.7. The following sections apply even after the termination of the Agreement: 8 (Intellectual Property Rights), 10 (Term, Termination and Changes), 12 (Limitation of Liability), 11 (Confidentiality), 15 (Governing Law and Disputes).

11. Confidentiality

11.1. Both parties hereby agree not to, without the other party’s prior written approval, publish or otherwise disclose to third parties any information relating to the other party’s business which is or can be reasonably presumed to be confidential, with the exemption for:

a) information that is or becomes publicly known, except through a breach of the Agreement by the receiving party;

b) information from third parties that is public to the receiving party, without obligation of confidentiality;

c) information that was known to the receiving party prior to receipt from the disclosing party, without obligation of confidentiality;

d) disclosure or use of information that is required by law, regulations or any other regulatory body. In the event of such disclosure, the disclosing party shall, if possible, notify the other party before such disclosure takes place; or

e) disclosure made to a counsel who are in turn bound by confidentiality.

11.2. Each party is responsible for compliance with this confidentiality undertaking by its respective subcontractors, consultants and employees. The confidentiality undertaking under this section applies during the term of these Terms and for a period of three years after these Terms have expired.

12. Limitation of Liability

12.1. Meela’s responsibility for the provision of the Service is limited in accordance with what is stated in these Terms.

12.2. Meela is, with the limitations set out below, liable towards the Therapist for damages caused due to Meela’s negligence when providing the Service.

12.3. Notwithstanding the above, Meela shall under no circumstances be liable for damages caused by loss of profit, revenue, anticipated savings, goodwill, loss due to operational, business, power or network interruptions, loss of information or data, as well as any claims due to the Therapist´s possible liability to third parties, or indirect damages (Sw. indirekt skada) or any consequential damage.

12.4. The Therapist shall, in order to not lose their right, submit a claim for compensation in writing no later than thirty (30) days after the Therapist noticed or should have noticed the actual damage or loss, however no later than two (2) months from when the loss arose.

13. Force majeure

Each party shall be relieved from liability for damages for a failure to perform any obligation under the Terms to the extent that the due performance is prevented by reason of any circumstance beyond the control of the party. Such as internet limitation or slow connection, power outages, network intrusion, lawsuits, pandemics, labour disputes, loss of communications, mobilisation or large-scale military recruits, ordinances, rationing of fuel, goods or energy, and defects and delays in deliveries from subcontractors caused by any party outside the party’s control provided that the other party is notified immediately.

14. Miscellaneous

14.1. Meela has the right to employ subcontractors for the provision of the Service and is responsible for the work of such subcontractors in accordance with these Terms.

14.2. The Agreement forms the parties’ entire understanding of all questions regarding the Therapist’s use of the Service. All written or oral representations or warranties prior to the Agreement are replaced by the Agreement.

14.3. The documents described in the definition of the Agreement shall have mutual priority in the following order: (i) any separate agreement between the parties, (ii) the Terms and (iii) any appendices.

14.4. If any provision of these Terms or part thereof is held invalid, this shall not affect the remaining provisions of the Agreement, and all other parts in the Terms shall remain in force as far as is permitted according to mandatory law.

14.5. The Agreement may not be assigned to a third party without the other party’s prior written approval. Each party may however assign the Agreement to a third party in connection with a transfer of the party’s business or a part thereof and to companies within the same company group.

15. Governing Law and Disputes

15.1. The Agreement shall be governed by and construed in accordance with Swedish law.

15.2. Any dispute arising out of or in connection with the Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”).

15.3. The Rules for Expedited Arbitrations shall apply, unless the SCC Institute, considering the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

15.4. The place of arbitration shall be Gothenburg. The language of the proceedings shall be Swedish and Swedish law shall apply to the dispute. Regardless of what has just been said, Meela shall always have the right to apply for an injunction to payment or bring an action regarding non-payment in a general court.