Kindred Terms of Service

1.1 The Platform

Kindred operates a marketplace platform, websites, applications, APIs, payment and booking tools, communications features, administrative dashboards, reporting tools and related services (collectively, the “Platform”) that enable Users to discover, book, communicate about, pay for, manage and administer professional supervision, professional consultation and related professional services.

1.2 Acceptance; electronic agreement

By creating an account, clicking “accept”, signing an Order Form, accessing the Platform, using the Platform, accepting a booking, attending a Session, receiving a payout or otherwise engaging with the Platform, you agree to these Terms. You consent to receive notices, disclosures, records and communications electronically, including by email, in-app notification and posting on the Platform. Electronic signatures, acceptances, notices and records satisfy any requirement that a document be in writing, to the maximum extent permitted by Applicable Law.

1.3 Incorporated documents

These Terms incorporate by reference: the Privacy Policy, Acceptable Use Policy, Community and Conduct Standards, Fee Schedule, Cancellation and Refund Policy, any Data Processing Addendum (“DPA”), any Business Associate Agreement or equivalent health-data agreement signed by Kindred, any Region Supplement, and any Corporate Order Form or enterprise agreement accepted by Kindred.

1.4 Order of precedence

If there is a conflict, the following order of precedence applies, except to the extent Applicable Law requires otherwise: (1) any Region Supplement for the relevant jurisdiction; (2) any signed Order Form or enterprise agreement; (3) any signed DPA, BAA or equivalent agreement for the subject matter it covers; (4) these Terms; (5) the incorporated policies.

1.5 Changes to Terms

Kindred may update these Terms from time to time. Material changes will be notified by email, in-app notice or other reasonable means. Unless a later effective date is stated, changes take effect when posted. Continued use of the Platform after the effective date constitutes acceptance, subject to mandatory local rights. If you do not accept the updated Terms, you must stop using the Platform and close your account, but obligations that by their nature should survive will continue.

• “Affiliate” means any entity that controls, is controlled by or is under common control with a party.
• “Applicable Law” means all laws, statutes, regulations, rules, codes, professional standards, regulator guidance, tax obligations, privacy obligations, consumer laws, sanctions rules and court or regulator orders that apply to Kindred, a User, a Session, the Platform, a payment, a payout, an Invoice Document or any relevant transaction.
• “Authorised User” means an individual invited, sponsored, paid for or otherwise authorised by a Corporate Client to use the Platform.
• “BAA” means a business associate agreement under HIPAA or an equivalent written agreement for regulated health information in another jurisdiction.
• “Commission” means the marketplace facilitation, administration or service fee retained by Kindred in connection with a Session or other transaction made through the Platform.
• “Confidential Information” means non-public information disclosed through or in connection with the Platform that a reasonable person would understand to be confidential, including commercial terms, business information, technical information, personal information, session-related information and information disclosed in or around a Session.
• “Corporate Client” means an organisation using the Platform, managing Authorised Users, purchasing credits, paying for Sessions, administering professional supervision, or otherwise receiving Platform functionality for organisational purposes.
• “Data Protection Laws” means applicable privacy, data protection, cybersecurity, health information, breach notification and electronic communications laws, including where applicable the Australian Privacy Act and Australian Privacy Principles, HIPAA, PIPEDA, provincial health privacy laws, GDPR, UK GDPR, PECR/ePrivacy rules, US state privacy laws and similar regimes.
• “Invoice Document” means any invoice, tax invoice, receipt, sales receipt, GST/HST/VAT invoice or receipt, adjustment note, credit note, refund confirmation, recipient-created tax invoice or similar document evidencing a supply, transaction, payment, adjustment or refund, however described in a jurisdiction.
• “MoR” or “Merchant of Record” means the supplier/provider of record for a transaction for legal and tax purposes.
• “Personal Information” includes personal information, personal data, personally identifiable information, protected information and similar regulated data, as defined by Applicable Law.
• “PHI” means protected health information under HIPAA and includes analogous regulated health information under other Applicable Laws.
• “Platform IP” means all intellectual property rights in the Platform, including software, code, APIs, models, workflows, designs, interfaces, databases, documentation, trade marks, know-how, reports, templates, processes and improvements.
• “Prohibited Data” has the meaning in Section 13.
• “RCTI” means a recipient-created tax invoice under Australian GST law.
• “Session” means any supervision, consultation, group supervision, professional discussion, mentoring, debrief, education-linked session or related professional service booked, paid for, managed, administered or facilitated through the Platform.
• “Supervision Services” means the professional supervision, professional consultation and related professional services supplied by a Supervisor to a Supervisee or Corporate Client, typically priced by duration, attendance or agreed service type.
• “Supervisor” means a User who offers, supplies, facilitates or provides Supervision Services through or in connection with the Platform.
• “Supervisee” means a User who receives, books, attends or benefits from Supervision Services.
• “Transaction Taxes” means GST, VAT, HST, sales tax, use tax, excise, digital services taxes and any similar indirect, consumption or transaction-based taxes.
• “User Content” means information, text, messages, documents, profiles, qualifications, credentials, reviews, feedback, files, notes, comments, recordings, transcriptions, reports, data or other materials submitted, uploaded, transmitted, generated or made available by or on behalf of a User.

3.1 Marketplace and administrative role

Kindred operates a marketplace and administrative technology platform. The primary object of transactions arranged through the Platform is the delivery of professional supervision time and related services by Supervisors. Kindred facilitates discovery, booking, payment collection, communications, administration, reporting, invoicing workflows and related platform functionality.

3.2 Kindred does not provide supervision or clinical services

Kindred does not provide Supervision Services, clinical services, healthcare, therapy, counselling, medical advice, legal advice, tax advice, employment advice, credentialing advice, professional regulation advice or emergency services. Supervisors are independent providers and are solely responsible for the content, quality, legality, professional adequacy and outcomes of their Supervision Services.

3.3 No guarantee of suitability or outcomes

Kindred may display information about Supervisors, credentials, areas of practice, availability, reviews, pricing, professional affiliations and other profile information. This information is provided for marketplace discovery and administrative purposes only. Kindred does not guarantee that any Supervisor is suitable for a particular Supervisee, Corporate Client, regulatory requirement, clinical need, insurance requirement, professional development need or supervision objective.

3.4 No emergency or crisis use

The Platform is not an emergency, crisis, urgent care or clinical triage service. Users must not rely on the Platform for urgent risk management, emergency intervention, crisis response, client safety, or time-critical clinical decision-making. If there is an emergency, immediate risk of harm or urgent clinical concern, Users must contact local emergency services or appropriate crisis services.

4.1 Eligibility

You must be at least the age of majority in your jurisdiction, legally capable of entering a binding contract, and not prohibited from using the Platform by Applicable Law. Kindred may restrict use in jurisdictions where it determines that legal, tax, regulatory, sanctions, payment, insurance or operational risk is unacceptable.

4.2 Professional compliance

Each Supervisor and Supervisee is responsible for understanding and complying with all professional obligations applicable to them, including registration, licensing, scope of practice, supervision standards, documentation, continuing professional development, insurance, confidentiality, conflicts of interest, mandatory reporting, record keeping and cross-border practice rules.

4.3 Sanctions and export controls

You represent that you are not located in, organised under the laws of, ordinarily resident in, or a national of any jurisdiction subject to comprehensive sanctions, and that you are not a person or entity with whom Kindred is prohibited from dealing under sanctions, anti-money laundering, counter-terrorism financing, export control or similar laws.

5.1 Account information

You must provide accurate, current and complete account, identity, contact, billing, tax, credential, professional and payment information, and must keep it updated. Kindred may require identity, qualification, insurance, registration, tax, bank account, address or other verification information before allowing account access, accepting bookings, processing payouts or displaying a profile.

5.2 Verification is not endorsement

Kindred may conduct checks using information supplied by Users or third parties. Verification is not an endorsement, warranty, professional accreditation, audit, employment reference or guarantee. Users remain responsible for conducting their own diligence before entering a supervision relationship.

5.3 Account security

You are responsible for safeguarding credentials, devices, multi-factor authentication, access permissions and account activity. You must promptly notify Kindred of unauthorised access, suspected compromise, data incident, payment fraud or misuse. Kindred may suspend or restrict accounts where it reasonably suspects breach, fraud, unauthorised access, security risk, user harm, legal risk, non-payment, chargeback abuse, misrepresentation, misconduct or regulatory concern.

6.1 Supervisor is MoR for Supervision Services

For all Supervision Services arranged via the Platform, the Supervisor is the MoR, supplier and provider of record for the Supervision Services. The Supervisor is solely responsible for supplying the Supervision Services, determining whether the services may be lawfully supplied, maintaining required registrations and insurance, satisfying professional obligations, keeping required records and complying with applicable tax obligations.

6.2 Kindred is not party to the Supervision Services contract

Except for Kindred’s limited marketplace, payment collection and invoicing functions expressly described in these Terms, Kindred is not a party to the contract for Supervision Services between the Supervisor and the Supervisee or Corporate Client. Kindred does not employ, supervise, direct or control Supervisors in the delivery of Supervision Services.

6.3 Kindred earns only a Commission

Unless a signed Order Form states otherwise for a specific enterprise service, Kindred does not charge a subscription, seat licence, software access fee or professional services fee for Supervision Services. Kindred’s revenue for ordinary marketplace transactions is limited to the Commission earned in connection with completed, charged or otherwise payable Sessions, plus any separately disclosed administrative fees, payment processing fees or other permitted deductions.

6.4 Limited payment collection agency appointment

Each Supervisor appoints Kindred as the Supervisor’s limited payment collection agent solely to accept payment from Supervisees and Corporate Clients for Supervision Services, deduct the Commission and permitted deductions, administer refunds, chargebacks, disputes and credits, and remit net amounts to the Supervisor. Payment to Kindred discharges the payer’s payment obligation to the Supervisor for the amount paid, subject to refunds, chargebacks, reversals, fraud, failed payments, processor holds and other adjustments permitted by these Terms.

6.5 No broader agency

No employment, partnership, joint venture, fiduciary, franchise, representative, general agency or professional services relationship is created between Kindred and any Supervisor, Supervisee or Corporate Client. Kindred’s agency appointments are limited to payment collection and invoicing functions expressly set out in these Terms.

7.1 Payment processors

Payments, stored payment methods, payouts, currency conversion, fraud screening, know-your-customer checks and related financial services may be provided by third-party payment processors, banks or fintech providers. Users must comply with the applicable processor terms, provide required information and authorise Kindred and its processors to collect, hold, deduct, refund, reverse, dispute, convert and remit funds as required to operate the Platform.

7.2 Pricing and Commission

Session pricing may be set by Supervisors, Corporate Clients or Kindred configuration, depending on the Platform model. Kindred may deduct the applicable Commission from gross amounts received before payout. Fees, Commission rates, processor fees, taxes, currency conversion charges and other deductions may be displayed in the Platform, Fee Schedule, Order Form or transaction flow.

7.3 Payouts

Payouts are made to the account nominated by the Supervisor and are net of Commission, processor fees, refunds, chargebacks, dispute reversals, negative balances, withholding, reserves, taxes where applicable, currency conversion, bank fees and other permitted deductions. Payout timing is not guaranteed and may be affected by processor reviews, bank holidays, fraud checks, sanctions screening, regulatory checks, missing information, payment disputes, technical outages or legal holds.

7.4 Reserves and holds

Kindred may hold reserves, delay payouts or offset amounts where reasonably necessary to manage refunds, chargebacks, fraud, financial risk, legal risk, professional misconduct complaints, tax issues, suspected breach, sanctions risk, payment processor requirements or other platform risk. Reserves may be held until the relevant risk has reasonably passed.

7.5 Chargebacks and disputes

If a payment is disputed, reversed, charged back, refunded or not received, Kindred may recover the amount from future payouts, require repayment, debit authorised accounts where permitted, suspend payout rights, or take other lawful steps. Users must provide reasonable cooperation and evidence to support payment disputes. Kindred may decide not to contest a chargeback where the cost, evidence, legal risk or processor rules make contesting unreasonable.

7.6 Currency and tax-inclusive pricing

Unless stated otherwise, prices may be displayed in local currency and may be tax-inclusive or tax-exclusive depending on the jurisdiction, User type and Platform configuration. Currency conversions are estimates until processed and may include processor or bank spreads and fees.

8.1 Universal authorisation

For each supply of Supervision Services arranged via the Platform, each Supervisor authorises Kindred to create, issue, deliver, store, correct and reissue Invoice Documents on the Supervisor’s behalf to the relevant Supervisee and/or Corporate Client. This includes invoices, tax invoices where lawful, receipts, consolidated periodic statements, adjustment notes, credit notes, refund confirmations, corrected documents and replacement documents. This authorisation applies whether or not the Supervisor is registered for GST, VAT, HST, sales tax or another Transaction Tax, subject to Applicable Law and Section 8.7.

8.2 Purpose and limits

Kindred issues Invoice Documents to support marketplace administration, payment reconciliation, tax compliance, corporate reporting, User records, refunds and audit trails. Kindred’s issue of an Invoice Document on a Supervisor’s behalf does not make Kindred the supplier of the Supervision Services, does not transfer tax responsibility for the Supervision Services to Kindred, and does not create a broader agency relationship.

8.3 No duplicate invoices

To prevent duplicate invoicing, the Supervisor must not issue a separate Invoice Document for any Supervision Services supplied through the Platform unless Applicable Law requires the Supervisor to do so directly or Kindred requests it. If a direct invoice is required, the Supervisor must promptly notify Kindred and cooperate so that the Invoice Documents are accurate, reconciled and not duplicated.

8.4 Description of supply

Invoice Documents issued by Kindred on behalf of Supervisors will, where required by Applicable Law and supported by the Platform, identify the Supervisor as supplier/provider, describe the services by reference to professional supervision or consultation time, Session duration, date and other relevant particulars, state the consideration, state applicable tax treatment where known, and include required supplier/tax information.

8.5 Tax registration distinction

If the Supervisor is registered for a relevant Transaction Tax and the supply is taxable, Kindred may issue a Tax Invoice or equivalent document on the Supervisor’s behalf and include required tax disclosures. If the Supervisor is not registered or not required to be registered, Kindred will issue an Invoice Document or receipt that must not state or imply that GST, VAT, HST, sales tax or similar tax has been charged by the Supervisor, and must not be represented as a Tax Invoice unless lawful.

8.6 Supervisor information obligations

The Supervisor must provide accurate legal name, trading name, entity details, address, tax registration numbers, bank details, tax residency information and other information reasonably required to issue Invoice Documents and process payouts. The Supervisor must promptly update Kindred if information changes, including if the Supervisor registers for, deregisters from, becomes liable for, ceases to be liable for, or changes status under any Transaction Tax regime.

8.7 Local law override

If Applicable Law prohibits Kindred from issuing an Invoice Document or Tax Invoice on the Supervisor’s behalf for a particular supply, the Supervisor must issue the required document directly and Kindred may provide transaction details reasonably necessary for the Supervisor to do so. The remainder of these Terms continue to apply.

9.1 Intended operation

This Section 9 is intended to operate as a written recipient-created tax invoice agreement between Kindred, as recipient, and a Supervisor, as supplier, only where Australian GST law applies, the Supervisor is registered for GST, Kindred is registered for GST, the relevant supply is within a class of supplies for which RCTIs may lawfully be issued, and all applicable RCTI requirements are satisfied.

9.2 RCTI agreement declarations

1. This agreement relates to supplies of Supervision Services made by the Supervisor through the Platform.
2. Kindred may issue RCTIs in respect of those supplies where permitted by Australian GST law.
3. The Supervisor will not issue tax invoices in respect of those supplies for which Kindred issues an RCTI.
4. The Supervisor acknowledges that it is registered for GST and must notify Kindred if it ceases to be registered, becomes aware it is no longer entitled to accept RCTIs, or its GST registration details change.
5. Kindred acknowledges that it is registered for GST and must notify the Supervisor if it ceases to be registered or is no longer entitled to issue RCTIs.
6. Acceptance of these Terms, acceptance of an RCTI, continued use of the Platform or receipt of payouts after an RCTI is issued constitutes acceptance of this RCTI agreement to the maximum extent permitted by law.
7. The Supervisor must notify Kindred within 21 days after receiving an RCTI if the Supervisor does not accept the proposed RCTI agreement or believes the RCTI is inaccurate.
8. Both parties must retain copies and comply with applicable GST record keeping requirements.

9.3 Supervisors not registered for GST

If a Supervisor is not registered for GST, Kindred may still issue an Invoice Document or receipt on the Supervisor’s behalf under Section 8, but that document is not an RCTI, is not an Australian GST tax invoice and must not state or imply that GST is charged by the Supervisor.

9.4 Adjustments and corrections

Kindred may issue adjustment notes, credit notes, refund confirmations, replacement RCTIs or corrected Invoice Documents where required or appropriate. Supervisors must promptly notify Kindred if any Invoice Document is incorrect or if their tax status changes.

10.1 Supervisor taxes on Supervision Services

Supervisors, as MoR and supplier/provider of record for Supervision Services, are solely responsible for determining, registering for, collecting, reporting and remitting all taxes arising from or connected with their Supervision Services, including income taxes, GST, VAT, HST, sales taxes, self-employment taxes, payroll-related taxes where applicable, social security contributions, withholding obligations, business registration obligations, professional levies and any other tax obligations imposed by Applicable Law.

10.2 Kindred taxes

Kindred is responsible for taxes on its Commission and other amounts that are properly characterised as Kindred’s own revenue. Kindred may collect, report, remit or withhold Transaction Taxes on its Commission or on other amounts where required by Applicable Law, payment processor rules, marketplace facilitator rules or tax authority requirements.

10.3 No tax, accounting or legal advice

Kindred does not provide tax, accounting, financial, legal, payroll, employment classification, immigration, professional registration or regulatory advice. Any tax-related information, invoice workflows, reports, labels, receipts, dashboards, summaries, examples or help-centre material are provided for general administrative convenience only and must not be relied on as advice. Users are responsible for obtaining independent professional advice appropriate to their jurisdiction, entity status, tax residency, registration status, services, clients and circumstances.

10.4 User responsibility for tax classifications

Each User is responsible for determining whether they are acting as an individual, sole trader, company, partnership, trust, non-profit, employee, contractor, agent, consumer, business, registered tax entity or other capacity. Kindred may rely on information provided by Users and has no duty to verify whether a User has correctly classified themselves or a transaction for tax purposes.

10.5 Tax information and reporting

Users must provide tax forms, tax file numbers, ABNs, GST/HST/VAT registrations, W-8/W-9 forms, tax residency information, business numbers, addresses and other information reasonably requested by Kindred or its processors. Kindred may withhold payouts, suspend accounts, impose reserves or report information to tax authorities if required by law, processor rules or reasonable compliance controls.

10.6 Withholding, set-off and gross-up

If Kindred is required to deduct or withhold tax from any amount payable to a User, Kindred may do so and remit the withheld amount to the relevant authority. Amounts payable to Supervisors are deemed reduced by any required withholding. Kindred is not required to gross-up any payment unless expressly agreed in a signed Order Form.

10.7 Tax indemnity

Each User indemnifies Kindred and its Affiliates for taxes, penalties, interest, claims, audits, assessments, costs and losses arising from that User’s incorrect information, failure to register, failure to report or remit tax, incorrect tax treatment of Supervision Services, unlawful invoice request, duplicate invoice, misclassification, or breach of this Section 10.

11.1 Baseline policy

Unless the Platform, Supervisor policy, Corporate Order Form or Applicable Law states otherwise, a Supervisee or Corporate Client may cancel or reschedule a Session without charge up to 24 hours before the scheduled start time. Late cancellations and no-shows may be charged up to 100% of the Session fee.

11.2 Supervisor cancellations

If a Supervisor cancels a Session, the Supervisee or Corporate Client is entitled to a reasonable reschedule or refund for the affected Session, subject to Applicable Law and Platform functionality. Repeated Supervisor cancellations may result in platform action.

11.3 Platform outages

If a Session cannot reasonably proceed because of a material Platform outage attributable to Kindred, Kindred may facilitate a reschedule, credit or refund. Kindred is not responsible for outages, device issues, network issues, user error, third-party video failures, late attendance or failures outside Kindred’s reasonable control.

11.4 Refund administration

Refunds may be net of non-refundable processor fees where permitted by law. Refunds, credits and adjustments may affect Supervisor payouts and may be recovered from future payouts or by other lawful means.

12.1 Corporate administration

Corporate Clients may configure teams, Authorised Users, budgets, credits, supervisors, reporting, approval workflows, payment methods and access rights. Corporate Clients are responsible for all activity by their Authorised Users and administrators, including bookings, cancellations, data uploads, reporting exports and payment obligations.

12.2 Authorised User data and reporting

Corporate Clients may receive reports concerning Authorised Users to the extent configured in the Platform, permitted by Data Protection Laws, agreed with the Authorised User or allowed by the applicable Order Form. Corporate Clients must ensure that collection, use and disclosure of Authorised User data is lawful, transparent and proportionate.

12.3 Credits and prepaid funds

Corporate prepayments, credits or supervision budgets are not bank deposits and do not accrue interest unless required by law or agreed in writing. Credits may be subject to expiry, refund, transfer and usage rules stated in the Order Form or Platform. Kindred may apply credits to Sessions and deduct amounts as Sessions are completed, cancelled late or otherwise become payable.

13.1 Prohibited Data

Users must not upload, submit, transmit, record, store or request the storage of Prohibited Data unless Kindred has expressly agreed in writing and appropriate contractual, technical, legal and compliance frameworks are in place. Prohibited Data includes: client-identifiable clinical records; PHI; patient files; therapy notes; diagnostic records; health fund information; Medicare, Medicaid or insurer claim records; payment card data outside approved processor fields; government identifiers not requested by Kindred; biometric data; children’s data unless expressly permitted; highly sensitive personal information; unlawful content; malware; and any data prohibited by the Acceptable Use Policy.

13.2 User responsibility

Users are responsible for de-identifying or anonymising supervision examples, case discussions and documents before placing them into the Platform. Users must not include client names, contact details, dates of birth, exact locations, record numbers, images, rare combinations of facts or other identifiers that could reasonably identify a client, patient or third party, unless Kindred has expressly agreed in writing to handle that data type.

13.3 No duty to monitor

Kindred does not undertake to monitor all User Content. Kindred may remove, restrict, quarantine or delete User Content and may suspend accounts if it reasonably believes User Content creates legal, privacy, security, clinical, reputational, regulatory or operational risk.

14.1 Service communications

Kindred and Users may send and receive service communications reasonably connected with the Platform, including booking confirmations, reminders, cancellations, rescheduling notices, payment notices, receipts, invoices, payout notices, policy updates, security alerts, support messages, dispute messages, complaint communications and administrative notifications.

14.2 User communications

Users may communicate through Platform messaging, video, email or other supported tools. Users must keep communications professional, lawful, respectful and relevant to legitimate Platform purposes. Users must not use communications to harass, discriminate, spam, manipulate reviews, circumvent fees, solicit off-platform transactions, request Prohibited Data, provide unlawful services or engage in misconduct.

14.3 Recording and transcription

Recording, transcription, AI note generation, summarisation or analysis of Sessions or communications is permitted only if the relevant Platform feature is enabled, all required consents have been obtained, the recording is lawful in every applicable jurisdiction, and the recording is consistent with professional, privacy, workplace and supervision obligations. The User initiating or enabling recording is responsible for obtaining and documenting all required consents before recording begins.

14.4 Consent mechanics

Kindred may provide consent prompts, notices or technical controls, but those controls do not relieve Users of their legal and professional obligations. If any participant does not consent, the recording or transcription must not occur and any accidental recording must be stopped and deleted unless retention is legally required. Users must not make covert recordings through external tools in connection with Sessions.

14.5 Recording ownership, access and deletion

Unless a signed Order Form states otherwise, recordings and transcripts are User Content. Access may be provided to participants, Corporate Clients or administrators according to Platform configuration, consent settings and Data Protection Laws. Kindred may delete recordings or transcripts after the applicable retention period or earlier where required for safety, privacy, legal or operational reasons.

14.6 Communications monitoring

Kindred may access, review, preserve or disclose communications and related metadata where reasonably necessary to operate the Platform, provide support, investigate complaints, enforce these Terms, comply with law, protect safety, prevent fraud, address security issues, cooperate with regulators or respond to lawful requests.

15.1 Platform IP

Kindred and its licensors own all Platform IP. Subject to these Terms, Kindred grants each User a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform for its intended purpose during the term of the User’s account.

15.2 User Content licence

Users retain ownership of their User Content. Each User grants Kindred and its Affiliates a worldwide, royalty-free, sublicensable licence to host, store, copy, process, transmit, display, disclose, analyse, modify, format, translate, create technical derivatives of and otherwise use User Content as reasonably necessary to operate, secure, improve and support the Platform, process payments and invoices, administer Sessions, investigate disputes, comply with law and enforce these Terms.

15.3 Restrictions

You must not, and must not assist anyone to: copy, scrape, crawl, harvest, bulk export or index Platform data except through permitted functionality; reverse engineer, decompile or attempt to derive source code; bypass technical limits; interfere with security; access non-public APIs; benchmark or publish performance data without consent; resell access; use the Platform to build a competing marketplace or dataset; use bots or automated tools except as authorised; remove proprietary notices; or use Platform IP outside the rights expressly granted.

15.4 Feedback

If you provide suggestions, ideas, improvements, requests, comments, feedback or other recommendations, Kindred may use them without restriction or compensation. You assign to Kindred all rights in such feedback to the extent ownership does not automatically vest in Kindred, and waive any moral rights to the extent permitted by law.

15.5 Aggregated and de-identified data

Kindred may generate and use aggregated, statistical, anonymised or de-identified data for analytics, benchmarking, product improvement, security, reporting, research, commercial insights and business purposes, provided it does not identify an individual or disclose Confidential Information except as permitted by law and applicable agreements.

15.6 IP complaints and takedown

If you believe content on the Platform infringes your intellectual property rights, you may send a notice to contact@kindredclinical.com identifying the work, the allegedly infringing content, your contact details, a statement of good-faith belief, a statement that the information is accurate, and your authority to act. Kindred may remove or disable access to content, notify the relevant User, request further information, restore content where appropriate, terminate repeat infringers, and take other action required or permitted by Applicable Law.

16.1 Privacy Policy

Kindred’s Privacy Policy explains how Kindred collects, uses, discloses, stores and protects Personal Information. By using the Platform, you acknowledge the Privacy Policy. If you use the Platform on behalf of others, you must provide all notices and obtain all consents required for Kindred to process Personal Information as contemplated by these Terms and the Privacy Policy.

16.2 Roles under Data Protection Laws

The parties’ privacy roles may vary by jurisdiction and use case. Kindred may act as an independent controller/business, joint controller, processor/service provider, or service provider to a Corporate Client, depending on the data, purpose and applicable agreement. Where a DPA is required, the parties must enter Kindred’s DPA or another written data processing agreement accepted by Kindred before regulated processing begins.

16.3 Corporate Client obligations

Corporate Clients are responsible for ensuring they have a lawful basis to invite Authorised Users, configure reporting, view usage data, upload personal information, process supervision records, and disclose data to Kindred and Supervisors. Corporate Clients must not use the Platform to monitor employees, contractors or students in a manner that is unlawful, undisclosed, excessive or inconsistent with professional supervision confidentiality obligations.

16.4 HIPAA and PHI limitation

Unless Kindred has signed a BAA with the relevant covered entity or business associate and expressly enabled HIPAA-regulated workflows, the Platform is not intended to create, receive, maintain or transmit PHI. Users must not upload PHI or client-identifiable health information to the Platform unless a BAA or equivalent written agreement is in force and the relevant feature is authorised by Kindred.

16.5 Health information outside HIPAA

Outside the United States, Users must not upload regulated health information, patient records or client-identifiable clinical information unless Kindred has expressly agreed in writing and the parties have implemented any required health privacy, consent, security, cross-border transfer, retention and breach notification arrangements.

16.6 International transfers

Kindred may process and store data in Australia, the United States, Canada, the United Kingdom, the European Economic Area and other locations where Kindred, its Affiliates or subprocessors operate. Where required, the parties must implement appropriate transfer mechanisms, including standard contractual clauses, UK addenda, transfer impact assessments, contractual safeguards or other lawful mechanisms.

16.7 Data subject and privacy requests

Users must promptly notify Kindred of requests, complaints or regulator inquiries relating to data processed through the Platform. Kindred will handle requests according to its role under Data Protection Laws and applicable agreements. Users must not respond on Kindred’s behalf unless authorised.

16.8 Privacy breach cooperation

Each party must promptly notify the other of any actual or suspected unauthorised access, disclosure, loss, misuse or compromise of Personal Information that may affect the Platform, and must reasonably cooperate to investigate, mitigate, remediate, notify affected persons or regulators where required, and preserve evidence.

17.1 Security measures

Kindred will maintain reasonable administrative, technical and organisational measures designed to protect the Platform and data processed by Kindred against unauthorised access, loss, misuse and alteration, taking into account the nature of the Platform, risk, cost of implementation and industry practice. No system is perfectly secure and Kindred does not guarantee uninterrupted or error-free security.

17.2 User security obligations

Users must use strong passwords, protect devices, apply security updates, use multi-factor authentication where available, restrict administrator access, ensure authorised users are trained, avoid shared accounts, promptly revoke access for departing personnel, and notify Kindred of suspected compromise.

17.3 Vulnerability reporting

Security researchers and Users must report suspected vulnerabilities to contact@kindredclinical.com. Reports must include sufficient detail to reproduce the issue. Researchers must not access, modify, delete, exfiltrate or disclose data; degrade the Platform; use social engineering; bypass rate limits except minimally to prove impact; or publicly disclose a vulnerability before Kindred has had a reasonable opportunity to remediate. Kindred does not guarantee bug bounties or compensation unless a written program states otherwise.

17.4 Security enforcement

Kindred may suspend accounts, revoke tokens, rotate credentials, require password resets, block IP addresses, disable integrations, quarantine content, impose rate limits, remove administrator privileges or take other measures to protect the Platform, Users, data or third-party systems.

18.1 Complaints intake

Users may submit complaints about Sessions, Supervisors, Supervisees, Corporate Clients, conduct, payments, safety, privacy, intellectual property or Platform issues through contact@kindredclinical.com or other published channels. Complaints should include relevant dates, parties, booking details, evidence and desired outcome.

18.2 Investigation process

Kindred may assess complaints using information available to it, including User Content, booking records, payment data, communications metadata, recordings/transcripts where lawful, identity and credential information, prior complaints and external information. Kindred is not required to conduct a formal adjudication, determine professional negligence, make clinical findings, provide legal advice or resolve disputes outside its platform role.

18.3 Platform actions

Kindred may take actions it considers reasonably appropriate, including warnings, education, mediation support, refund facilitation, temporary restrictions, profile changes, delisting, suspension, termination, payout holds, reporting to processors, evidence preservation, cancellation of bookings, disabling features, or referral to professional bodies, regulators, law enforcement or insurers where permitted or required.

18.4 Professional and regulatory cooperation

Kindred may cooperate with professional associations, accreditation bodies, regulators, courts, payment processors, tax authorities, privacy regulators, insurers and law enforcement where it reasonably believes cooperation is required by law, necessary to protect safety, relevant to professional misconduct, necessary to enforce these Terms, or appropriate to respond to a lawful request. Kindred may notify affected Users unless prohibited or impracticable.

18.5 Misconduct

Misconduct includes harassment, discrimination, exploitation, boundary violations, coercion, retaliation, sexual misconduct, unsafe clinical advice, knowingly false credential claims, fraudulent billing, fee circumvention, privacy breaches, misuse of recordings, unlawful practice, abusive communications, and any conduct likely to damage trust in the Platform or professional supervision marketplace.

19.1 Third-party dependencies

The Platform may integrate with or depend on third-party services, including payment processors, identity verification providers, video conferencing services, email and SMS providers, cloud hosting providers, analytics services, customer support tools, tax calculation services, AI providers, calendar services, communication tools and app stores.

19.2 Third-party terms

Third-party services may be subject to separate terms, privacy policies, fees, usage limits, availability commitments, dispute processes and data processing arrangements. Users must comply with those terms where applicable. Kindred is not responsible for third-party services except to the extent required by law or expressly agreed in writing.

19.3 Outages and changes

Kindred is not liable for third-party outages, delays, degraded performance, bugs, data loss, API changes, account suspensions, processor holds, video failures, email deliverability failures, telecom failures, app store changes or discontinuation of third-party services. Kindred may modify, replace, suspend or discontinue integrations at any time.

20.1 Confidentiality obligation

Each User must protect Confidential Information obtained through or in connection with the Platform using at least reasonable care and must use it only for legitimate Platform, supervision, corporate administration or compliance purposes. Users must not disclose Confidential Information except as permitted by these Terms, with consent, as required by professional duties, or as required by law.

20.2 Supervision confidentiality

Supervision discussions may involve sensitive professional, organisational or de-identified clinical material. Supervisors and Supervisees are responsible for setting and complying with confidentiality expectations, supervision agreements, mandatory reporting obligations, record-keeping obligations and professional standards applicable to their relationship.

20.3 Permitted disclosures

Confidential Information may be disclosed to professional advisers, insurers, auditors, regulators, professional bodies, courts, law enforcement, payment processors, tax authorities, authorised administrators, employees, contractors and service providers where reasonably necessary and lawful, provided the disclosing party uses reasonable efforts to preserve confidentiality where appropriate.

20.4 Exclusions

Confidential Information does not include information that is publicly available without breach, already known without confidentiality obligation, independently developed without use of Confidential Information, or lawfully obtained from a third party without restriction.

21.1 Fee protection

To the maximum extent permitted by Applicable Law, Users must not use the Platform to identify, contact, transact with, solicit or receive services from another User and then move, continue or arrange materially similar paid Supervision Services outside the Platform to avoid Kindred’s Commission. This restriction applies during the period of Platform use and for 12 months after the later of the first Platform introduction, last Platform communication, last Session or last booking between the relevant Users.

21.2 Pre-existing relationships

Section 21.1 does not apply to a relationship where the parties can demonstrate that, before any Platform introduction or Platform-facilitated communication, they had an existing direct supervision relationship, active written engagement, or independently documented commercial relationship not created through the Platform.

21.3 Corporate Clients

Corporate Clients must not use the Platform to source Supervisors and then contract directly with those Supervisors for equivalent supervision programs, employee supervision or group supervision outside the Platform to avoid Commission, unless Kindred agrees in writing or the pre-existing relationship carve-out applies.

21.4 Remedies

If a User breaches this Section 21, Kindred may charge the Commission that would reasonably have been payable for the circumvented services, suspend or terminate accounts, cancel bookings, withhold payouts and seek injunctive or other equitable relief, subject to Applicable Law.

21.5 Non-solicit of Kindred personnel

During your use of the Platform and for 12 months after, you must not knowingly solicit for employment or engagement any Kindred employee or contractor with whom you had material dealings through the Platform, except through a general advertisement not targeted at that person. This Section applies only to the extent enforceable under Applicable Law.

22.1 Disclaimers

To the maximum extent permitted by Applicable Law, the Platform is provided on an “as is” and “as available” basis. Kindred disclaims all warranties, conditions and representations not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, accuracy, availability, error-free operation, security, suitability of Supervisors, professional outcomes and compliance outcomes.

22.2 Supervision Services disclaimer

Kindred is not responsible for Supervision Services, professional advice, clinical opinions, supervision outcomes, credential suitability, regulatory compliance by Users, relationship fit, missed reporting obligations, professional negligence, misconduct by Users, client outcomes, or decisions made by Users before, during or after Sessions.

22.3 Mandatory rights preserved

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, statutory warranty, liability, remedy or other right that cannot lawfully be excluded, restricted or modified. Where Kindred may limit a remedy under Applicable Law, Kindred’s liability is limited, at Kindred’s option, to resupply of the relevant Platform service or payment of the cost of resupply.

22.4 Exclusion of consequential loss

To the maximum extent permitted by Applicable Law, Kindred and its Affiliates are not liable for indirect, incidental, special, consequential, exemplary or punitive damages, loss of profits, loss of revenue, loss of goodwill, loss of data, loss of opportunity, loss of anticipated savings, business interruption, reputational harm, professional disciplinary consequences, client claims or third-party claims, whether based in contract, tort, statute, equity or otherwise, even if advised of the possibility.

22.5 Liability cap

To the maximum extent permitted by Applicable Law, Kindred’s aggregate liability arising out of or relating to these Terms, the Platform, any Session, any User, any payment or any Invoice Document is limited to the greater of: (a) the Commission actually received by Kindred from the claimant’s relevant transactions in the six months before the event giving rise to the claim; or (b) AUD $500. For Corporate Clients under an Order Form, the cap is the amount of fees actually paid to Kindred by that Corporate Client in the six months before the event giving rise to the claim, unless the Order Form states otherwise.

22.6 Exclusions from cap

The liability cap does not apply to liability that cannot lawfully be limited, or to a User’s payment obligations, tax indemnities, IP infringement, confidentiality breach, privacy breach caused by that User, wilful misconduct, fraud, fee circumvention, or indemnity obligations under these Terms.

22.7 User indemnities

Each User indemnifies Kindred, its Affiliates, officers, directors, employees, contractors and agents against claims, losses, liabilities, damages, penalties, fines, assessments, costs and expenses (including reasonable legal fees) arising from or related to: User Content; breach of these Terms; breach of Applicable Law; Supervision Services; professional misconduct; negligent or wrongful acts; tax obligations; incorrect invoice information; payment disputes; chargebacks; privacy or confidentiality breaches; IP infringement; Prohibited Data; employment or contractor classification claims; fee circumvention; and disputes between Users.

22.8 Indemnity procedure

Kindred will provide reasonable notice of indemnified claims where practicable. Kindred may control the defence and settlement of any claim affecting Kindred, its Platform, reputation, policies, regulators, insurers or legal position. A User must not settle any claim in a way that imposes obligations on Kindred or admits fault by Kindred without Kindred’s prior written consent.

23.1 Termination by User

You may stop using the Platform and request account closure at any time, subject to completion or cancellation of pending Sessions, payment of outstanding amounts, resolution of disputes, legal retention obligations and Platform functionality. Account closure does not automatically delete records that Kindred is required or permitted to retain.

23.2 Suspension or termination by Kindred

Kindred may suspend, restrict, disable or terminate access immediately or with notice if Kindred reasonably believes that a User has breached these Terms, created risk, failed verification, failed to pay, engaged in misconduct, circumvented fees, provided false information, violated Applicable Law, uploaded Prohibited Data, caused security risk, triggered processor action, become subject to sanctions, or otherwise made continued access commercially, legally or operationally inappropriate.

23.3 Pending bookings and payouts

On termination or suspension, Kindred may cancel pending bookings, preserve existing bookings, issue refunds or credits, hold payouts, complete payout reconciliation, require repayment of negative balances, disable communications, export records where permitted, and take other steps reasonably necessary to wind down the account.

23.4 Retention

Kindred may retain records for as long as reasonably necessary for legal, tax, accounting, audit, insurance, professional, payment, chargeback, dispute, fraud prevention, security, regulatory, corporate reporting and business continuity purposes. Retention periods may vary by jurisdiction, data type and User role. After expiry of applicable retention periods, Kindred may delete, anonymise or archive records according to its policies.

23.5 Survival

Sections concerning payments, taxes, invoicing, RCTIs, IP, feedback, confidentiality, privacy, security, complaints, non-circumvention, disclaimers, liability limits, indemnities, termination effects, retention, governing law and any provisions that by their nature should survive will survive termination.

24.1 Governing law

These Terms are governed by the laws of Queensland, Australia, without regard to conflict of law principles, except to the extent a Region Supplement or mandatory local law requires otherwise.

24.2 Jurisdiction

Subject to mandatory local rights and Section 24.3, the parties submit to the exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts for disputes arising out of or relating to these Terms or the Platform.

24.3 Mandatory local rights

Nothing in these Terms prevents a User from bringing a claim or complaint in a forum required by mandatory consumer, privacy, employment, professional, tax, payment or other local law. Region Supplements may modify governing law, forum, dispute resolution and consumer provisions for specific jurisdictions.

24.4 Informal resolution

Before commencing proceedings, a User must first contact Kindred at contact@kindredclinical.com with a detailed description of the dispute, requested remedy and supporting evidence. The parties will use reasonable efforts to resolve the dispute for at least 30 days, unless urgent injunctive relief, limitation periods, safety issues, payment processor deadlines or legal obligations require earlier action.

24.5 Injunctive relief

Kindred may seek injunctive, equitable or urgent relief in any competent court to protect Platform IP, Confidential Information, data security, Users, payments, regulators, fee protection or the integrity of the Platform.

24.6 Severability; waiver; assignment

If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remainder will continue. A failure to enforce a provision is not a waiver. Users may not assign these Terms without Kindred’s prior written consent. Kindred may assign these Terms in connection with a merger, acquisition, restructure, sale of assets, financing, change of control, corporate group arrangement or by operation of law.

A. Prohibited conduct

• Using the Platform for emergency, crisis, urgent care or clinical triage purposes.
• Uploading Prohibited Data or client-identifiable clinical information without Kindred’s express written approval and required legal agreements.
• Harassment, discrimination, abuse, threats, exploitation, sexual misconduct, retaliation, coercion or boundary violations.
• Fraudulent billing, false attendance records, fake accounts, fake reviews, payment manipulation, chargeback abuse or money laundering.
• Scraping, crawling, harvesting, reverse engineering, automated account creation or unauthorised API use.
• Introducing malware, probing systems without authorisation, interfering with security or overloading Platform infrastructure.
• Impersonation, false credentials, misrepresentation of qualifications, registrations, insurance, experience or professional standing.
• Using the Platform to provide unlawful services, violate scope of practice, breach professional rules or evade regulatory obligations.
• Attempting to circumvent Kindred’s Commission or move Platform-sourced relationships off-platform in breach of Section 21.
• Posting content that is unlawful, defamatory, infringing, misleading, obscene, hateful, exploitative or otherwise harmful.

B. Enforcement

Kindred may enforce this AUP through warnings, content removal, feature restrictions, payout holds, account suspension, termination, reporting to processors or regulators, legal action and any other measures permitted by these Terms or Applicable Law.

This Schedule applies only where Kindred processes Personal Information as a processor/service provider on behalf of a Corporate Client or other controller/business and no separate DPA has been signed. If a separate DPA has been signed, that DPA controls for data processing matters.

A. Processing instructions

Kindred will process Personal Information only to provide, secure, support, improve and administer the Platform; comply with documented lawful instructions; comply with law; and exercise rights or fulfil obligations under these Terms.

B. Subject matter, duration, nature and purpose

The subject matter is Platform access, supervision marketplace administration, booking, communications, payments, reporting and support. The duration is the term of the relevant account or Order Form plus retention periods. The nature and purpose include hosting, storage, transmission, support, analytics, security, payment administration, invoice administration, reporting and compliance.

C. Categories of data and individuals

Categories may include identity, contact, professional, credential, booking, attendance, payment, invoice, communications, usage, device, support and reporting data. Individuals may include Supervisors, Supervisees, Authorised Users, Corporate Client personnel, administrators and support contacts.

D. Subprocessors

Kindred may use subprocessors to provide hosting, security, communications, support, analytics, payments, identity verification and other Platform functions. Kindred will impose commercially reasonable data protection obligations on subprocessors and will remain responsible for subprocessors as required by Applicable Law.

E. Assistance and deletion

Kindred will provide reasonable assistance for data subject requests, security, breach notifications, impact assessments and regulator consultations to the extent required by Applicable Law and commercially reasonable for the Platform. On termination, Kindred may delete, return, anonymise or retain Personal Information according to these Terms, the DPA, legal obligations and retention policies.