TERMS AND CONDITIONS FOR THERAPISTS

Last updated: July 1, 2025

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Therapist," "you," or "your") and L J Hyde Ltd, trading as Aligned, Aligned Therapy ("Aligned," "we," "us," or "our"). They govern your access to and use of Aligned’s online platform (the "Platform") as a registered therapist. By registering, activating, or continuing to participate on the Platform, you (i) acknowledge that you have read, understood, and accept these Terms in full; and (ii) agree to comply with them. If you do not agree with any provision of these Terms, you must not register or must immediately cease using the Platform.

1. Definitions

1.1. "Platform" means Aligned’s website and related software, services, and interfaces through which Therapists are matched to prospective clients ("clients").

1.2. "Client" means an individual seeking therapeutic services via the Platform.

1.3. "Session" means any therapeutic meeting - whether in-person, by telephone, or via video - between Therapist and client, which takes place entirely outside the Platform.

1.4. "Activity Report" means the brief weekly report submitted by the Therapist confirming whether referred clients have commenced therapy, whether they are still in therapy, and whether they are available to receive new Leads.

1.5. "Transcript" means a textual record of recorded calls between Aligned and the Therapist (e.g., onboarding or feedback calls).

1.6. "Lead" means the contact information for a prospective client that Aligned provides to the Therapist for the purpose of arranging a therapeutic relationship.

1.7. "Client Leakage" means any attempt by the Therapist to circumvent the Platform by procuring or treating a client outside Aligned’s referral and fee structure (e.g., by arranging Sessions with clients without routing payment to Aligned for the referral).

1.8. "Professional Indemnity Insurance" means coverage of at least £1,000,000 per claim (or such higher amount as required by your professional body) on a claims-made basis or equivalent.

2. Scope of Services & Liability

2.1. Matchmaking and Lead Generation Only

2.1.1. Aligned operates solely as a matchmaking and lead generation service to facilitate introductions between Therapists and clients. We do not provide therapeutic services ourselves, nor do we supervise, direct, or control the provision of any therapy.

2.2. No On-Platform Sessions

2.2.1. All therapy Sessions occur entirely outside the Platform (e.g., in-person, telephone, or video calls scheduled separately). Aligned’s role is limited to providing the initial referral and facilitating the introduction.

2.3. Therapist Responsibility & Liability

2.3.1. Once a client’s contact details have been transferred to you, you assume full legal responsibility, liability, and duty of care for that client under UK law. Aligned disclaims any liability for the provision of therapy, clinical outcomes, or any acts or omissions by you.

2.4. No Guarantee of Leads or Revenue

2.4.1. You acknowledge that Aligned does not guarantee any minimum volume of Leads or any particular level of income or client engagement. Leads are provided on a reasonable-efforts basis only.

3. Therapist Eligibility, Registration, and Activation

3.1. Professional Registration Requirements

3.1.1. You must hold active registration with at least one UK-recognised professional body (e.g., BACP, BABCP, UKCP) or equivalent, and maintain all qualifications and licensures required to provide therapy legally in the UK.

3.1.2. You must maintain current Professional Indemnity Insurance with a minimum cover of £1,000,000 per claim (or higher as required by your accrediting body), on a claims-made basis (or equivalent). Proof of insurance must be provided upon request. Failure to maintain insurance constitutes material breach, entitling Aligned to suspend or deactivate your account.

3.1.3. You must operate within the UK, maintain a UK tax residency, and pay any applicable UK taxes on your earnings.

3.2. Registration Information

3.2.1. During your first 30 calendar days on the platform and upon request, you must provide accurate, complete, and up-to-date information, including:

(a) Full legal and trading names (if different), professional registration number, and business address;

(b) Details of professional accreditation(s) and membership(s) in UK professional body(ies);

(d) A valid UK bank account for receiving payments or settling fees;

(e) Contact e-mail and telephone number.

3.2.2. If any information changes (e.g., registration status, contact details, insurance status), you must notify Aligned within 20 business days.

3.3. Activation & Discretionary Participation

3.3.1. Activation of your profile and continued participation on the Platform are entirely at Aligned’s discretion. Aligned may approve or reject your application without providing a reason.

3.3.2. Aligned may, at any time and without notice, suspend, block, or remove your account for reasons including (but not limited to) professional misconduct, breach of these Terms, failure to maintain required insurance, or any other conduct deemed detrimental to Aligned’s operations, reputation, or Platform integrity.

3.3.3. You must immediately notify Aligned if your professional registration is suspended, revoked, or otherwise restricted. Failure to do so is a material breach.

4. Obligations of the Therapist

4.1. Professional Conduct & Ethics

4.1.1. You must conduct yourself in a manner consistent with your professional body’s code of ethics and all applicable UK laws.

4.1.2. You must not discriminate against any client based on protected characteristics (e.g., race, religion, gender identity, sexual orientation, age, disability).

4.1.3. You must provide therapy only within the scope of your qualifications and competence.

4.1.4. Therapists agree to participate in reasonable onboarding, feedback, or CPD-related sessions with Aligned’s team to support platform quality and service optimisation.

4.2. Confidentiality & Data Protection

4.2.1. You must comply with all applicable data protection legislation, including the UK GDPR and Data Protection Act 2018.

4.2.2. You are solely responsible for collecting, storing, and processing any client data obtained through your therapeutic relationship. You agree that any client data processed by you is done so as a data controller, and you will implement appropriate technical and organisational measures to safeguard it.

4.2.3. You must ensure that any recording of clients (e.g., during therapy sessions) is undertaken only in compliance with UK law and with explicit client consent. Aligned does not record or request transcripts of any client-therapist therapeutic conversations.

4.2.4. Data Breach Notification

4.2.4.1. If either party becomes aware of a personal data breach affecting Therapist or client personal data, that party shall notify the other promptly and cooperate to comply with all regulatory notification requirements (including notifications to the Information Commissioner’s Office). Failure to notify within 72 hours (where required) constitutes a material breach.

4.2.5. The Therapist acknowledges that client referral data may include special-category personal data (e.g., mental health concerns), and agrees to process such data only as necessary for the therapeutic relationship and in accordance with the UK GDPR. The Therapist warrants that they have appropriate safeguards in place to protect such data.

4.3. Activity Report

4.3.1. Each week that you are available on the Platform, you must submit an Activity Report via the Platform’s portal confirming, for each assigned Lead, whether therapy has commenced, whether the client remains in therapy, and whether you are available to receive new Leads.

4.3.2. If you fail to complete your Activity Report, your profile may be switched to "off" and you will be unable to receive new Leads.

4.4. Keeping Availability Up to Date

4.4.1. You must update your availability status to "off" when you will be uncontactable or unable to respond to client referrals (e.g., during holiday periods). Failure to do so may result in client dissatisfaction and potential removal from the Platform.

4.4.2. Therapists may pause participation by switching their availability to "off." During such periods, they will not receive new Leads but may resume activity at any time by toggling availability back to "on."

4.5. Client Response Times

4.5.1. You agree to respond to new client Leads within 24 hours, except under exceptional circumstances. Rapid responses (ideally within 6 hours) are strongly recommended to maximise the chances of engagement and bookings, but are not required.

4.6. Insurance & Liability

4.6.1. You are fully responsible for obtaining and maintaining Professional Indemnity Insurance as described in Section 3.1.2.

4.6.2. Aligned is not liable for any professional negligence, misconduct, or other acts or omissions by you in delivering therapy.

5. Data Use, Transcripts, and Platform Improvement

5.1. Use of Therapist Data

5.1.1. The data you provide - including your profile information, availability, Activity Reports, and feedback call recordings - will be used by Aligned (and authorised contractors) to match you with prospective clients, to analyse Platform performance, and to refine matching criteria.

5.1.2. By using the Platform, you consent to Aligned’s processing of your data for these operational and analytic purposes, in accordance with our Privacy Policy (https://aligned.co.uk/privacy-policy).

5.2. Onboarding & Feedback Call Recordings

5.2.1. From time to time, Aligned may record onboarding calls, feedback sessions, or other operational discussions with you.

5.2.2. These recordings may be transcribed and analysed using tools such as Condens solely for the purpose of generating internal insights, improving Platform operations, and refining matching processes.

5.2.3. All such transcripts are retained securely and used only for internal improvement.

5.3. No client Session Transcripts

5.3.1. Under no circumstances will Aligned request, record, or review any transcripts of therapy sessions between you and clients.

6. Fees, Payments, and Financial Terms

6.1. Referral Fees

6.1.1. Aligned charges a referral fee for each client who commences therapy with you.

6.1.2. The referral fee is equal to the net amount paid by the client for their first Session with you, excluding any VAT you may have charged the client. If the client does not pay for the Session, no referral fee is due.

6.1.3. If Aligned is VAT-registered at the time of invoicing, VAT will be added to the referral fee at the prevailing UK rate.

6.1.4. You authorise Aligned to charge this fee upon receipt of your Monthly Invoice, or by deduction of amounts owing to you, as detailed in the Therapist Fee Schedule.

6.1.5. If a referred client cancels or fails to attend their first Session and no payment is received, the referral fee will not be charged.

6.1.6. No referral fee shall be due on any unpaid initial consultations. Referral fees are only chargeable for paid therapy Sessions. Aligned reserves the right to decline referrals to therapists who routinely offer unpaid initial Sessions.

6.2. Therapist Fee Schedule

6.2.1. Referral Fee Amount: 100% of the net value of the client’s first paid Session (i.e. excluding any VAT charged to the client by the therapist). If Aligned is VAT-registered, VAT will be added to the referral fee.

6.2.2. Changes to Fees: The Therapist must notify Aligned in advance of any changes to their first Session fee. Referral fees will be based on the fee recorded in the most recent Activity Report or otherwise communicated in writing.

6.2.3. Billing Cycle: Monthly invoicing, with payment due within 14 days of invoice date.

6.2.4. Late Payment: Any outstanding referral fees or associated VAT left unpaid after 14 days may incur interest at the statutory rate, and/or lead to account suspension and debt recovery proceedings.

6.2.5. Future Fees: Aligned reserves the right to introduce additional or different fees (e.g., subscription fees, Platform usage fees) in the future, provided at least 30 days’ advance notice.

6.3. VAT

6.3.1. Aligned’s VAT Status. Aligned is not VAT-registered at present. Accordingly, no VAT will be charged on any referral fees or other amounts payable to Aligned.

6.3.2. Future VAT Registration. If Aligned’s taxable turnover exceeds the UK threshold (currently £85,000 in any rolling 12-month period), or if we otherwise choose to register voluntarily, we will become VAT-registered. In that event:

(a) We will give you at least 30 days’ notice and then begin charging VAT at the prevailing UK rate on all referral fees and any future fees.

(b) You must pay the additional VAT amount on top of the referral fee. If you are yourself VAT-registered, you may reclaim that VAT as input tax in your own VAT return. If you are not VAT-registered, you will bear the VAT as part of your cost.

6.4. Trust & Reporting

6.4.1. We rely on self-reporting: you must truthfully confirm whether each client has begun therapy.

6.4.2. In the event that Aligned receives credible evidence - such as direct client communication - indicating that a client started therapy but you failed to report it, Aligned reserves the right to:

(a) Investigate all Leads referred to you;

(b) Contact clients directly to verify therapy status;

(d) Refer any unpaid penalty to a UK County Court for judgment and enforcement, and/or pursue claims under the Misrepresentation Act 1967 and/or for breach of contract and unjust enrichment.

7. Term, Suspension, and Termination

7.1. Term

7.1.1. These Terms commence on the date you first accept them or first access the Platform (whichever is earlier) and continue until terminated by either party in accordance with this Section 7.

7.2. Termination by Therapist

7.2.1. You may terminate your account and these Terms at any time by providing at least 14 days’ written notice via the Platform’s account settings or by emailing liam@aligned.co.uk.

7.2.2. Upon termination, Aligned will cease sending you new Leads, and you will be released from the obligation to submit future Activity Reports.

7.3. Termination or Suspension by Aligned

7.3.1. Aligned may suspend or deactivate your account if:

(a) You breach any provision of these Terms;

(b) You engage in Client Leakage;

(d) You misrepresent qualifications, insurance status, or other registration information;

(e) You engage in professional misconduct, unethical conduct, or any behavior reasonably deemed detrimental to Aligned or its reputation;

(f) You fail to comply with any audit or monitoring request under Section 11.6.

7.3.2. For non-violation terminations (where no material breach is alleged), Aligned will provide at least 7 days’ written notice. Material breaches (e.g., client Leakage, insurance lapse) may result in immediate suspension or deactivation.

7.4. Effects of Suspension or Deactivation

7.4.1. Upon suspension or deactivation, you must immediately stop representing yourself as active on the Platform and cease accepting new referrals from Aligned.

7.4.2. Any Sessions already scheduled must be either honoured or cancelled in compliance with your professional obligations and local regulations; Aligned will not be responsible for any subsequent client chargebacks or disputes.

7.4.3. Provisions regarding confidentiality, intellectual property, limitation of liability, indemnities, and privacy shall survive suspension or termination.

8. Force Majeure

8.1. Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from events beyond the reasonable control of the affected party (“Force Majeure Event”), including but not limited to acts of God, war, terrorism, civil unrest, governmental action, pandemics, strikes, or natural disasters.

8.2. The affected party shall promptly notify the other in writing of the Force Majeure Event and use reasonable efforts to resume performance as soon as practicable.

9. Intellectual Property & Licenses

9.1. Platform Intellectual Property

9.1.1. All trademarks, service marks, logos, trade dress, trade secrets, software, text, graphics, and other content made available through the Platform (collectively, “Aligned IP”) are the exclusive property of Aligned or its licensors.

9.1.2. You may not copy, reproduce, distribute, create derivative works, or otherwise exploit any Aligned IP, except to the extent explicitly permitted by these Terms or by Aligned in writing.

9.2. Therapist Intellectual Property

9.2.1. You retain ownership of any materials you upload to the Platform (e.g., professional biography, photos, intake forms).

9.2.2. By uploading or providing such materials, you grant Aligned a non-exclusive, royalty-free, worldwide licence to use, reproduce, display, and distribute those materials solely for the operation of the Platform (e.g., to display your profile to clients, to facilitate matching).

10. Representations, Warranties, and Disclaimers

10.1. Therapist Representations and Warranties

10.1.1. You represent and warrant that, at all times during your use of the Platform:

(a) You hold and will maintain any professional licence, registration, and Professional Indemnity Insurance required by applicable UK law and your accrediting body.

(b) All information you provide to Aligned (including registration details, insurance details, and Activity Reports) is true, accurate, and complete in all material respects.

(d) You will not engage in any client Leakage (as defined in Section 1.7).

10.1.2. You disclaim all other representations or warranties, whether express or implied, to the fullest extent permitted by law.

10.2. No Guarantee of Outcomes

10.2.1. You acknowledge and agree that Aligned makes no guarantees as to:

(a) The number or quality of Leads you will receive.

(b) The client’s attendance, engagement, or payment for any therapy Session.

10.3. Platform Availability

10.3.1. Aligned does not warrant that the Platform will be uninterrupted, error-free, or completely secure.

10.3.2. Aligned may modify, update, or discontinue any part of the Platform at any time, without notice, and shall not be liable for any change, suspension, or discontinuance.

11. Limitation of Liability

11.1. Aggregate Cap

To the fullest extent permitted by law, Aligned’s aggregate liability to you for all claims arising under or related to these Terms (whether in contract, tort, negligence, or otherwise) shall not exceed the lesser of:

(a) Three times the total referral fees paid by you to Aligned in the twelve (12) months immediately preceding the event giving rise to liability; or

(b) £1,000.

11.1.1. This cap shall not apply to liability for (i) death or personal injury resulting from Aligned’s negligence; (ii) fraud; or (iii) any liability that cannot be excluded or limited under applicable UK law.

11.2. Exclusion of Consequential Damages

In no event shall Aligned be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, loss of business, or loss of goodwill, even if Aligned has been advised of the possibility of such damages.

12. Confidentiality & Non-Solicitation

12.1. Confidential Information

12.1.1. “Confidential Information” means any non-public, proprietary, or business-related information disclosed by one party to the other in connection with these Terms, whether oral or written, that is designated as confidential or that a reasonable person would understand to be confidential in nature.

12.1.2. You shall keep strictly confidential all Confidential Information of Aligned (including client lists, lead metrics, internal operations, matching criteria, business plans, and Platform algorithms) and shall not disclose, copy, or use such information except as expressly permitted by these Terms or required by law.

12.2. Non-Solicitation of clients

12.2.1. During the term of these Terms and for a period of twelve (12) months thereafter, you shall not directly or indirectly solicit, approach, or induce any client referred by Aligned to terminate or bypass the referral and fee process established by Aligned.

12.2.2. You acknowledge that breach of this Section 12.2 constitutes material breach and may result in immediate suspension, termination, fines, and legal remedies as outlined in Section 6.

12.2.3. This includes any instance of client Leakage, as defined in Section 1.7.

12.3. Indemnification

12.3.1. You agree to indemnify, defend, and hold harmless Aligned (and its officers, directors, affiliates, and employees) from and against any third-party claims, demands, or legal proceedings arising out of or related to (i) your breach of these Terms; (ii) your negligence or wilful misconduct in providing therapy services; (iii) any violation of applicable laws, regulations, or professional standards; or (iv) your breach of any representation or warranty.

12.3.2. This indemnity shall survive termination or expiration of these Terms.

13. Vetting & Ongoing Monitoring

13.1. Initial Vetting

13.1.1. Aligned will verify your registration and insurance status at the time of registration by reviewing your professional credentials and proof of Professional Indemnity Insurance.

13.2. Ongoing Monitoring

13.2.1. Aligned reserves the right to periodically request updated proof of your qualifications, insurance, or Continuing Professional Development (CPD) records. You must comply within 20 business days of any such request.

13.2.2. Failure to provide requested documentation may result in suspension or deactivation of your account.

14. Mediation First

14.1. Dispute Resolution

14.1.1. In the event of any dispute, controversy, or claim arising under or relating to these Terms, the parties shall first attempt in good faith to resolve the dispute through mediation administered by a mutually agreed-upon mediator in England and Wales.

14.1.2. If mediation is unsuccessful within 30 days of referral to mediation, either party may initiate legal proceedings in accordance with Section 15.1.

15. Governing Law & Jurisdiction

15.1. Governing Law

These Terms and any dispute arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

15.2. Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

16. General Provisions

16.1. Force Majeure

16.1.1. Neither party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from events beyond the reasonable control of the affected party (“Force Majeure Event”), including but not limited to acts of God, war, terrorism, civil unrest, governmental action, pandemics, strikes, or natural disasters.

16.1.2. The affected party shall promptly notify the other in writing of the Force Majeure Event and use reasonable efforts to resume performance as soon as practicable.

16.2. Entire Agreement

16.2.1. These Terms, together with any documents expressly referred to herein (e.g., Therapist Fee Schedule, Privacy Policy), constitute the entire agreement between you and Aligned concerning the subject matter and supersede all prior agreements or understandings, whether written or oral.

16.3. Severability

16.3.1. If any provision of these Terms is held to be invalid or unenforceable under applicable law, such provision shall be deemed struck out, and the remaining provisions shall continue in full force and effect as if the invalid or unenforceable provision had not been included.

16.4. Waiver

16.4.1. No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right preclude further exercise of that or any other right.

16.5. Assignment

16.5.1. You may not assign, transfer, or sub-license any of your rights or obligations under these Terms without Aligned’s prior written consent. Any attempted assignment without such consent shall be void. Aligned may assign or novate these Terms to any affiliate or successor without your consent, provided your rights under these Terms remain materially unchanged.

16.6. Notices

16.6.1. All notices required or permitted under these Terms shall be in writing and delivered via the Platform or sent to the email address you provided at registration (for notices to you), or to liam@aligned.co.uk (for notices to Aligned).

BY REGISTERING FOR, ACTIVATING, OR CONTINUING TO USE THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND ARE BOUND BY THESE TERMS.

For queries, contact Aligned’s team at liam@aligned.co.uk