Client Agreement

This agreement is entered into between:

1. MindKind B.V., a private limited company incorporated under Dutch law, with its registered office in Purmerend and its place of business at Savannestraat 22 (1448TM), registered in the Commercial Register under number 42069603 ("MindKind"),

and

2. the natural person who books and purchases a Session via the Platform ("Client").

MindKind operates a digital platform aimed at expats residing in Europe, via which wellbeing sessions can be booked with counsellors selected and contracted by MindKind.

MindKind facilitates the booking, scheduling and payment of Sessions, whilst the actual delivery of the Sessions is carried out by independently operating counsellors.

The Parties expressly intend to classify the service as wellbeing counselling in a non-medical sense.

1.1. In this agreement, capitalised terms shall have the meanings set out below. "Agreement" means this Client Agreement, including any amendments. "Platform" means the digital environment managed by or on behalf of MindKind. "Session" means a remote wellbeing counselling session provided via the Platform. "Counsellor" means an independent service provider contracted by MindKind. "Personal Data" has the meaning assigned to it in the GDPR.

1.2. References to the singular include the plural and vice versa. The use of the word "including" does not imply limitation.

2.1. MindKind acts as the Client's contracting party in relation to the purchase of Sessions via the Platform and is responsible for facilitating the booking, payment and organisation of the service provision. The Client therefore enters into an agreement with MindKind and not with the Counsellor.

2.2. The actual delivery of the Sessions is carried out by Counsellors acting as independent contractors of MindKind. These Counsellors operate without a relationship of authority and are responsible for the content of the Sessions within the framework set by MindKind.

2.3. For the purposes of the services offered through the Platform, MindKind acts as the provider of the services vis-à-vis the Client and as the sole contracting and invoicing party. The Client acknowledges that any Counsellor involved in the delivery of a Session performs services on behalf of MindKind within the Platform model and does not enter into a separate contractual relationship with the Client.

3.1. The services offered via the Platform qualify exclusively as wellbeing counselling in a non-medical sense. The services do not constitute the provision of healthcare and do not include diagnosis, treatment or therapy, nor any form of crisis or emergency care.

3.2. The Client acknowledges and accepts that the Sessions are not a substitute for professional medical or psychological help. Should circumstances arise that indicate a medical or psychological emergency, it is solely the Client's responsibility to contact appropriate local healthcare providers or emergency services.

3.3. MindKind and the Counsellor accept no responsibility for decisions taken by the Client on the basis of the Sessions.

3.4. The Sessions are provided as wellbeing support services and constitute an obligation of effort rather than an obligation to achieve a particular result. MindKind and the Counsellor do not guarantee any specific outcome, improvement or benefit arising from a Session.

4.1. The Client shall use the Platform exclusively for personal purposes and shall refrain from any conduct that may disrupt the proper functioning of the Platform or the provision of services.

4.2. Sessions are conducted via external video communication tools used by the Counsellor, such as Zoom or similar applications. MindKind does not provide its own video infrastructure and is not responsible for the availability, operation, security or continuity of such external systems.

4.3. The Client is not permitted to record, reproduce or otherwise capture Sessions, regardless of the medium used, unless MindKind has given prior written consent.

4.4. The Client shall ensure that all information provided to MindKind and the Counsellor in connection with the booking, preparation and conduct of a Session is complete, accurate, up to date and not misleading. The Client shall promptly inform MindKind of any material changes to such information.

4.5. MindKind and the Counsellor are entitled to rely on the information provided by the Client and are under no obligation to independently verify its accuracy or completeness.

4.6. If the Client provides information that is incomplete, inaccurate, outdated or misleading, the Client shall not be entitled to rely on any alleged deficiency in the Services, nor shall the Client be entitled to any refund, compensation or other remedy to the extent that such claim arises from or is connected with the incomplete, inaccurate, outdated or misleading information provided by the Client.

4.7. MindKind reserves the right to suspend, terminate or refuse a Session where it reasonably believes that the Client has provided incomplete, inaccurate or misleading information.

5.1. Sessions are booked via the Platform subject to availability. A Session generally lasts approximately fifty minutes, unless expressly stated otherwise.

5.2. The Client may cancel a booked Session free of charge up to twenty-four (24) hours prior to the scheduled start time of the Session. If a cancellation is made less than twenty-four (24) hours before the scheduled start time, or if the Client fails to attend at the agreed time, MindKind shall be entitled to charge the full fee without any obligation to provide a refund.

5.3. If a Session does not take place or cannot reasonably be completed as a result of circumstances within the reasonable control of MindKind or the Counsellor, MindKind will, at its reasonable discretion, assess whether and to what extent a suitable solution can be offered.

5.4. Such a solution may include, amongst other things, rescheduling the Session for a later date. Only if, in MindKind's opinion, rescheduling is not appropriate or not possible, may MindKind proceed to a full or partial refund of the fee paid by the Client.

5.5. In making this assessment, MindKind will take into account the nature and severity of the circumstances, the extent to which the Session could be conducted, and the interests of both the Client and MindKind.

5.6. The right to a refund does not arise automatically and is subject to MindKind's assessment in accordance with this article.

6.1. Payment for Sessions shall be made through the Platform using payment methods designated by MindKind, including Stripe or any successor payment service provider designated by MindKind. Unless expressly agreed otherwise, payment must be completed prior to the scheduled Session.

6.2. MindKind acts as the Client's contracting party and merchant of record in respect of the Sessions booked through the Platform. Accordingly, all payments made by the Client are made to MindKind and not to the Counsellor.

6.3. MindKind will process the payment received from the Client, deduct applicable platform fees, transaction fees and its agreed commission, and subsequently settle the remaining amount with the relevant Counsellor in accordance with the arrangements between MindKind and the Counsellor. The Client acknowledges and agrees that any financial arrangements between MindKind and the Counsellor do not affect the Client's obligations under this Agreement.

6.4. Unless expressly stated otherwise, all fees displayed on the Platform are inclusive of value added tax (VAT). MindKind shall determine, charge, collect, declare and remit any applicable VAT or other indirect taxes in accordance with applicable laws and regulations.

6.5. Following successful payment, the Client shall receive a digital invoice, payment confirmation or similar accounting document issued by MindKind. The Client acknowledges that MindKind is solely responsible for invoicing the Client in relation to Sessions booked through the Platform.

6.6. Any refund, reimbursement or adjustment granted under this Agreement shall, where reasonably possible, be processed through the same payment method used for the original payment.

7.1. If the Client is not satisfied with a Session, the Client must make this known without undue delay via the channel designated by MindKind. MindKind will assess the complaint and, where warranted, may at its reasonable discretion offer compensation, rescheduling or a refund.

7.2. The Client acknowledges that the Sessions constitute wellbeing counselling services and that no particular outcome, result or benefit is guaranteed. Dissatisfaction with, disagreement with, or disappointment regarding the substantive content of a Session, including any views, observations, suggestions or guidance expressed by the Counsellor, shall not in itself constitute grounds for a refund, replacement Session or any other form of compensation.

7.3. Complaints relating to operational issues, technical failures, no-shows, material deviations from the agreed duration of the Session, or other service-related deficiencies may be considered by MindKind in accordance with this Agreement.

7.4. When assessing complaints, MindKind is entitled to use relevant data, including technical platform data and information obtained from the relevant Counsellor.

8.1. MindKind processes Personal Data in accordance with applicable laws and regulations, including the GDPR. Personal Data is processed to the extent necessary for facilitating Sessions, processing payments, maintaining the customer relationship and improving the Platform.

8.2. In connection with the delivery of Sessions, Personal Data may be accessible to Counsellors located outside the European Economic Area. MindKind shall ensure appropriate safeguards with regard to such transfers.

8.3. The Client is responsible for the accuracy of the data provided by them and shall not share any information that is not relevant to the delivery of the Session.

9.1. MindKind shall be liable exclusively for direct damage that is the direct consequence of an attributable failure to perform this Agreement. Any liability shall be limited to the amount paid by the Client for the Session in question.

9.2. MindKind shall not be liable for damage arising from the content of Sessions, the acts or omissions of Counsellors, or from the use or unavailability of external systems or means of communication.

9.3. To the extent permitted by law, any liability for indirect damage, consequential damage, loss of data or lost opportunities is excluded.

10.1. MindKind shall not be obliged to fulfil any obligation if it is prevented from doing so by force majeure. Force majeure includes any circumstance beyond MindKind's reasonable control, including but not limited to interruptions or failures of internet services, telecommunications services, electricity supply, cloud or hosting services, cyberattacks, widespread software failures, pandemics, governmental measures, labour disputes, natural disasters, war, civil unrest, or the failure of third-party service providers on which MindKind reasonably relies.

10.2. If a force majeure situation persists, MindKind is entitled to suspend its obligations or to terminate the Agreement without being liable for compensation.

11.1. All intellectual property rights relating to the Platform, its content and the materials made available by MindKind are vested in MindKind or its licensors. The Customer is not permitted to use these without permission for purposes other than the use of the Platform.

12.1. MindKind is entitled to restrict, suspend or terminate the Client's use of the Platform if the Client acts in breach of this Agreement or otherwise behaves unlawfully or inappropriately.

13.1. MindKind is entitled to amend this Agreement unilaterally, provided that such amendments relate to operational or organisational aspects and do not affect the substance of the Agreement. Amendments will be notified in good time.

14.1. Any dispute arising out of or in connection with this Agreement shall be submitted to the competent courts of Amsterdam, the Netherlands. However, where mandatory consumer protection laws grant the Client the right to bring proceedings before another competent court, nothing in this Agreement shall prevent the Client from exercising such right.

15.1. If any provision of this Agreement is void or is set aside, the remaining provisions shall remain in full force and effect. In such a case, the invalid or unenforceable provision shall be replaced, to the extent permitted by applicable law, by a provision that corresponds as closely as possible to the intent of the original provision.