Mendovia Inc. (MENDSKY) — Therapist Terms of Use
These Therapist Terms of Use (the "Terms of Use") are made on the date the Therapist accepts them electronically (the "Effective Date") between:
Mendovia Inc. (MENDSKY), a corporation operating the MENDSKY platform, Unit 114, 150 Consumers Rd, North York, ON M2J 1P9 ("Mendsky", "we", "us" or "our"); and
the individual therapist named in the signature block below (the "Therapist" or "you").
Background
Mendsky operates an online directory and practice platform through which Clients find, book and pay for sessions with independent mental health professionals. Mendsky's Terms and Conditions of Use (the "Terms") apply to all users of the platform. These Terms of Use set out the additional terms, including Commission, monthly payouts and cancellation, that apply between Mendsky and the Therapist individually. They are the "separate written services agreement" referred to in the Terms.
1- Definitions and Relationship to the Terms
Capitalized terms used but not defined in these Terms of Use have the meanings given to them in the Terms. "Session Fee" means the fee set by the Therapist for a session booked through the Services, including any late-cancellation or no-show fee charged under the Therapist's published policy, but excluding applicable taxes. "Payout Month" means each calendar month.
These Terms of Use form part of the Agreement described in the Terms. If there is a conflict between these Terms of Use and the Terms, these Terms of Use govern as between Mendsky and the Therapist.
2- Appointment
Mendsky will list the Therapist in the MENDSKY directory, make Booking, messaging and payment functionality available to the Therapist and the Therapist's Clients, and collect Session Fees on the Therapist's behalf, in each case as described in the Terms. The Therapist does not pay any subscription or other fee to use the Services. Mendsky's only compensation for Bookings is the Commission set out in Section 5 and Schedule A.
These Terms of Use are personal to the Therapist. They must be accepted by the Therapist individually, and they do not extend to any other practitioner, even if the Therapist practices through a clinic, professional corporation or group practice. Each practitioner who wishes to receive Bookings through the Services must accept their own Terms of Use.
3- Therapist Obligations
The Therapist must at all times while these Terms of Use are in effect: (a) be a member in good standing of the Regulator governing their profession, or otherwise meet the eligibility requirements in the Terms; (b) comply with the Terms, applicable law and the standards of practice of their Regulator; (c) keep their Listing, Session Fees, availability and late-cancellation and no-show policy accurate and current; (d) honour Bookings confirmed through the Services; and (e) notify Mendsky in writing immediately if their registration lapses or is suspended, revoked or restricted, or if they become the subject of a disciplinary finding or a criminal charge relating to their practice.
The Therapist is solely responsible for the Professional Services they provide, including clinical judgment, assessment, treatment, record-keeping and the safety and appropriateness of their services. Mendsky does not supervise, direct or control the Therapist's practice.
4- Session Fees and Payment Collection
The Therapist sets their own Session Fees, which must be quoted in Canadian dollars (CAD) and displayed in their Listing. Clients pay Session Fees in advance to Mendsky through Mendsky's third-party payment processor or by Interac e-Transfer, as described in the Terms. The Therapist appoints Mendsky (and its payment processor) as the Therapist's limited payment collection agent for the sole purpose of collecting Session Fees, and a Client's payment to Mendsky discharges the Client's obligation to pay the Therapist to the extent of that payment.
The Therapist must not request or accept payment directly from a Client for any session booked through the Services. Any such payment received by the Therapist must be reported to Mendsky within five (5) business days and is subject to Commission as if it had been collected by Mendsky.
5- Commission
Mendsky will retain, from each Session Fee it collects for the Therapist, the Commission set out in Schedule A. No Commission is retained on any amount refunded to a Client. Commission is personal to the Therapist, may differ from the commission agreed with other practitioners, and is Confidential Information of both parties.
Mendsky may change the Commission by giving the Therapist at least thirty (30) days' written notice. A change applies only to sessions booked after the change takes effect. If the Therapist does not accept the change, the Therapist may terminate these Terms of Use by written notice given before the change takes effect, and the existing Commission will continue to apply until termination.
6- Monthly Payouts
Within fifteen (15) days after the end of each Payout Month, Mendsky will pay the Therapist the Session Fees collected for sessions completed (or late-cancelled or missed, where a fee applies) during that Payout Month, less: (a) the Commission; (b) payment processing fees; (c) applicable taxes that Mendsky is required by law to collect or withhold; and (d) any refunds, chargebacks or other amounts the Therapist owes Mendsky under these Terms of Use or the Terms.
Payouts will be made by direct deposit or Interac e-Transfer to the bank account or email address the Therapist provides in writing. Each payout will be accompanied by a statement showing the sessions, Session Fees, Commission, deductions and net amount paid. The Therapist must notify Mendsky in writing of any error in a statement within thirty (30) days of receiving it; otherwise, the statement is final, except for manifest error or fraud.
If the deductions for a Payout Month exceed the amount payable, Mendsky may carry forward the shortfall and deduct it from future payouts. If no further payouts are expected, Mendsky will notify the Therapist in writing, and the Therapist must repay the shortfall within thirty (30) days of that notice. Mendsky may withhold a payout while it investigates a suspected fraudulent Booking, a chargeback or a material breach of these Terms of Use, and will release it, less any amounts properly deducted, once the matter is resolved.
7- Cancellations, No-Shows, Refunds and Chargebacks
A Client may cancel a Booking free of charge at least twenty-four (24) hours before its scheduled start time, and any Session Fee collected for that session will be refunded to the Client in full and will not be paid out. The Therapist's published late-cancellation and no-show policy applies only to cancellations made less than twenty-four (24) hours before the session and to missed sessions, and any fee collected under that policy is paid out under Section 6.
If the Therapist cancels a confirmed Booking, or fails to attend a session, the Client will receive a full refund and no payout is due for that session. The Therapist must give Clients as much notice as reasonably possible of any cancellation and must not cancel Bookings repeatedly without good reason.
Mendsky handles all refunds to Clients and will decide refund requests in accordance with the Terms, the Therapist's published policy, applicable law, its payment processor's rules and any card network's chargeback determination. The amount of any refund or chargeback relating to the Therapist's sessions, and any associated chargeback fee, will be deducted from the Therapist's payouts, except where the refund results from an error or failure of the Services, in which case Mendsky will bear it.
8- First Session Trial
A Client's first session booked through the Services is a trial session of between fifteen (15) and twenty (20) minutes, as described in the Terms. If the Client requests a refund of a trial session in accordance with the Terms, the Client will receive a full refund and no payout or Commission is due for that session. The Therapist agrees to provide trial sessions on these terms and acknowledges that they will not be paid for a refunded trial session.
9- Taxes
The Therapist is solely responsible for determining whether HST or any other tax applies to their Professional Services, for charging and remitting any such tax, and for their own income tax obligations. The Therapist must tell Mendsky in writing whether their Session Fees are subject to HST and, if so, provide their HST registration number. Mendsky will issue any information returns or reports required by law in respect of amounts it collects or pays to the Therapist.
10- Non-Circumvention
For twelve (12) months after a Client is first introduced to the Therapist through the Services, the Therapist must not solicit or encourage that Client to arrange, book or pay for sessions outside the Services for the purpose of avoiding payment through the Services. This Section does not restrict where a Client may receive care, does not require the Therapist to decline, delay or discontinue treatment, and does not override the Therapist's professional obligations, including continuity of care.
11- Insurance
The Therapist must maintain, at their own expense, professional liability (errors and omissions) insurance with limits of not less than CAD $2,000,000 per claim and CAD $5,000,000 in the annual aggregate (or any higher limits required by their Regulator or by law), together with commercial general liability insurance and any other insurance required by their Regulator, while these Terms of Use are in effect and for at least two (2) years afterwards. The Therapist must provide a certificate of insurance to Mendsky on signing and on request.
12- Privacy and Personal Health Information
Each Party shall comply with all applicable federal, provincial, and territorial privacy, personal health information protection, and professional confidentiality laws in Canada, including the Personal Information Protection and Electronic Documents Act (PIPEDA), where applicable, and any applicable provincial or territorial privacy and health information legislation, as amended from time to time (collectively, the "Applicable Privacy Laws").
As between the Parties, the Therapist, or the clinic or practice on whose behalf the Therapist provides services, as applicable, remains responsible for the personal information and personal health information of their Clients, including any obligations as a health information custodian, trustee, or other legally responsible organization under the Applicable Privacy Laws.
Where Mendsky collects, accesses, processes, stores, transmits, or otherwise handles Client information on the Therapist's behalf, Mendsky shall act as a service provider and, where applicable, an agent or information manager, solely for the purpose of providing the Services in accordance with the Terms, the Privacy Policy, the Therapist's lawful instructions, and the Applicable Privacy Laws.
Each Party shall implement appropriate administrative, technical, and physical safeguards to protect Client information against unauthorized access, collection, use, disclosure, loss, or destruction. Each Party shall notify the other without undue delay upon becoming aware of an actual or reasonably suspected privacy or security breach affecting Client information that may relate to the other Party's obligations, and shall reasonably cooperate in investigating, mitigating, and responding to such incidents, including fulfilling any legally required notification obligations.
13- Confidentiality
Each party must keep confidential the terms of these Terms of Use (including the Commission) and any non-public information disclosed by the other party, and may use it only to perform these Terms of Use. This obligation does not apply to information that is or becomes public through no fault of the receiving party, or that must be disclosed by law, by a Regulator or to a party's professional advisers, and it survives termination.
14- Term and Termination
These Terms of Use start on the Effective Date and continue until terminated in accordance with this Section.
Either party may terminate these Terms of Use for any reason by giving the other at least thirty (30) days' written notice. The Therapist may also terminate under Section 5 if they do not accept a change to the Commission.
Mendsky may suspend the Therapist's Listing or terminate these Terms of Use immediately by written notice if: (a) the Therapist's registration lapses or is suspended, revoked or restricted; (b) the Therapist becomes the subject of a disciplinary finding or a criminal charge relating to their practice or to the safety of any person; (c) the Therapist materially breaches these Terms of Use or the Terms and, where the breach can be remedied, fails to remedy it within ten (10) days of written notice; (d) Mendsky receives a credible complaint about the safety or conduct of the Therapist's practice; or (e) Mendsky reasonably believes the Therapist's continued Listing exposes Clients, other users or Mendsky to risk or legal liability. The Therapist may terminate immediately by written notice if Mendsky materially breaches these Terms of Use and fails to remedy the breach within ten (10) days of written notice.
15- Effect of Termination
On termination: (a) the Therapist's Listing will be unpublished; (b) the Therapist must complete, or cancel with as much notice as reasonably possible, any Bookings already confirmed, and Clients will be refunded in full for any session cancelled by the Therapist; (c) within fifteen (15) days after the end of the month in which termination takes effect, Mendsky will pay the Therapist all amounts collected for completed sessions, less the deductions permitted under Section 6, and Mendsky may hold back a reasonable reserve for up to ninety (90) days to cover refunds and chargebacks; and (d) any amount the Therapist owes Mendsky becomes payable within thirty (30) days. Termination does not affect the Therapist's professional obligations to their Clients, including continuity of care and record retention. Sections 6 (as to final payouts and shortfalls), 7, 9, 10, 11, 12, 13, 15, 16 and 18 survive termination.
16- Liability and Indemnity
The disclaimers and limitations of liability in the Terms apply to these Terms of Use. The Therapist will indemnify and hold harmless Mendsky and its directors, officers and employees from any claim, loss, liability, cost or expense (including reasonable legal fees) arising from the Professional Services the Therapist provides, the Therapist's breach of these Terms of Use or the Terms, or the Therapist's violation of applicable law or professional standards.
17- Relationship of the Parties
The Therapist is an independent contractor. Nothing in these Terms of Use creates an employment, partnership, joint venture or franchise relationship, and the Therapist is not entitled to any employment benefits from Mendsky. Mendsky acts as the Therapist's agent only for the limited purposes of collecting Session Fees and handling personal health information as described in these Terms of Use and the Terms.
18- General
These Terms of Use are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, and the parties submit to the exclusive jurisdiction of the Ontario Superior Court of Justice sitting in Toronto. Notices must be in writing and sent by email: to Mendsky at admin@mendsky.com, and to the Therapist at the email address in their Account. The Therapist may not assign these Terms of Use. Mendsky may assign them to a successor to its business on written notice. Except as provided in Section 5, these Terms of Use may be amended only in writing agreed by both parties. These Terms of Use, together with the Terms, are the entire agreement between the parties about its subject matter. They may be accepted electronically, and an electronic acceptance has the same effect as an original signature.
Schedule A — Commission and Payout Details
Commission: {{commission_percent}}% of each Session Fee collected by Mendsky (excluding taxes). This percentage is set for the Therapist by MENDSKY and is recorded with this acceptance.
Payout method: {{payout_method}}
Payout details (masked): {{payout_details}}
HST status: {{hst_status}}
Signatures
Electronic acceptance. By ticking the acceptance box and pressing "Accept and Agree", the Therapist accepts these Terms of Use electronically under Section 18. The acceptance is recorded against the authenticated MENDSKY account named below, at the time the MENDSKY server receives it, together with the version of these Terms of Use and the version of the Terms that then stood.
THERAPIST — ACCEPTED ELECTRONICALLY Full legal name: {{legal_name}} Professional designation: {{professional_designation}} Regulator and registration number: {{regulator_registration}} Email: {{contact_email}} MENDSKY account: {{account_email}} Electronic signature: given by pressing "Accept and Agree" on {{accepted_at}} Terms of Use version: {{agreement_version}} Terms version: {{terms_version}}
MENDOVIA INC. (MENDSKY) Mendovia Inc. (MENDSKY) offers these Terms of Use electronically. These Terms of Use become effective between Mendovia Inc. (MENDSKY) and the Therapist when the Therapist completes the required information and clicks ‘Accept and Agree.’ No separate company countersignature is required. Acceptance does not itself constitute approval to publish a therapist profile or provide services through the platform.