1.1. Definitions
Waby Saby Counseling LLP registered with the RoC Kolkata (“Company”) owns and
operates an online platform and therapy center through which therapy, consulting,
professional advice, and any other information are provided (collectively, the "Therapy
Services"). Therapy Services are administered and accessible to any person or persons
who become an online or offline client (the "Client" or "Clients") via Waby Saby
website, SaS software, mobile applications, offline visits to our therapy center ,and other
means (collectively, the "Therapy Space"). Subject to any other provisions of this
Agreement, the Company hereby engages the Contractor as an independent contractor
to supply Clients of the Therapy Space with online and offline therapy.
1.2. As-Needed Basis.
The parties acknowledge and agree that the Company has no obligation to make any
minimum commitment of work, time, or compensation to the Contractor. The Contractor
will provide service only on an as-needed basis as determined by the availability of
Clients.
1.3. Location
The Services may be rendered remotely or in person based on the preference of the
Clients.
1.4. Relationship
The relationship between the Company and Contractor shall be that of independent
contractor and nothing herein shall render the Contractor an employee, partner, party to
a joint venture with Company, or agent of the Company. You shall not hold yourself out to
have any such authority. This Agreement constitutes a contract for the provision of
Therapy Services to Clients and not a contract of employment.
2. Terms and Conditions
2.1. A Contractor is any counselor, consultant, practitioner, professional, expert, coach,
therapist, advisor, or any other person who registers to provide Services, through the use
of the Therapy Space, to Clients.
2.2. By accessing or using the Therapy Space, the Contractor agrees that he/she has read
and agreed to all terms in this Agreement. Upon the Contractor's acceptance of the
terms of this Agreement, he/she agrees that he/she has been advised of and
understands the potential risks, consequences, and benefits of administering services
using the Therapy Space.
2.3. Use of the Therapy Space.
2.3.1. The Contractor will not (a) reproduce, modify, make derivative works of, reverse
engineer, decompile, or disassemble the Therapy Space or material found on the
Therapy Space, (b) modify copyright or other proprietary rights notices of Company or
its licensors in or accompanying the Therapy Space, (c) make the Therapy Space
available in any manner to any third party for use in the third party's business
operations, (d) access or use (or permit third parties to access or use) the Therapy
Space in order to build or support any product or services competitive with the Therapy
Space, (e) inaccurately or falsely represent yourself to the Company, or (f) take private
session with the clients which have been referred to the contractor by the Company.
2.3.2. The Company reserves exclusive rights to modify the features and functionality of the
Therapy Space as determined solely by the Company and such modifications are
subject to change or termination without notice.
2.3.3. The Company has the absolute and unmitigated authority to cease referrals of Clients
to the Contract at any time in its sole discretion.
2.3.4. By agreeing to this Agreement, the Contractor is also agreeing to the terms of the
Therapy Space privacy policy available at www.wabysaby.co/privacypolicy (the "Privacy
Policy"). For purposes of the Privacy Policy, the Contractor is a Client and the same
terms of the Privacy Policy that would apply to any Client also apply to the Contractor.
The Privacy Policy is incorporated into and deemed a part of this Agreement. The
Company reserves exclusive rights to modify the Privacy Policy as determined solely by
the Company and such modifications are subject to change in accordance with the
terms contained in that policy.
2.4. Disclaimers and Limitations of Liability.
2.5. The Contractor acknowledges and agrees that the Therapy Space is being provided for
use "as is" and on an "as available" basis without warranty of any kind, express, implied,
or statutory, and therefore he/she will not have any plea, claim, or demand towards the
Company in relation to the Therapy Space's Clients, members, properties, limitations, or
compatibility with the Contractor's needs. The Contractor shall not have any plea, claim,
or demand against the Company in respect to any services he/she decides to provide in
connection with the use of the Therapy Space. To the fullest extent of the law, the
Company expressly disclaims all warranties of any kind, whether expressed or implied.
2.6. Providing Therapy Services and any use of the Therapy Space is being made at the
Contractor's sole and entire risk, without warranties, including but not limited to
warranties of merchantability, fitness for a particular purpose, non-infringement,
compatibility, security, or accuracy.
2.7. Company does not guarantee any referrals of Clients and makes no representations
regarding the volume or number of interactions Contractor will have with Clients.
2.8. The Company expressly disclaims all warranties for information posted or transmitted by
the Therapy Space's Clients and/ or members.
2.9. The Contractor will bear all the risks associated with the uploading and transmitting of
material and utilizing the Therapy Space including reliance on its accuracy, reliability, or
legality.
2.10. The Company will not be deemed the provider or recipient of any services acquired
through the Therapy Space. The Contractor provides Therapy Services at his/her sole
and entire risk.
2.11. Under no circumstances will the Company be held liable to the Contractor for any
indirect, incidental, consequential, special, punitive, or exemplary damages, including but
not limited to loss of business, revenue, profits, use, data, or other economic advantage.
2.12. The Contractor acknowledges and agrees that the Company disclaims any liability in
relation to any claim, suit or action brought by a Client in connection with provision of any
Therapy Services by the Contractor, including but not limited to representations by the
Contractor as to his/her qualifications and advice provided through the Therapy Space.
The Contractor agrees to indemnify and hold the Company harmless in connection with
any such claim and any damages or expenses arising therefrom.
2.13. The Contractor will be solely responsible for any agreements he/she chooses to make
with a Client. The Company will not be responsible or liable in any way for any
agreement made between the Contractor and a Client or for enforcing any such
agreement, including but not limited to any agreements in relation to usage of the
Therapy Space in any way other than offered and suggested as the Provider Service on
the Therapy Space. Any agreement the Contractor chooses to engage in with a Client is
at his/her sole responsibility and entire risk.
2.14. The Contractor acknowledges that he/she will be solely responsible and liable for any
damages to any Client to whom he/she provides services and to any Client who suffers
damages arising from or connected to such services that he/she provided to that Client.
In the event of a dispute regarding any interaction conducted through the Therapy
Space, the Contractor hereby releases the Company from all manner of actions, claims,
or demands, and from any and all losses (direct, indirect, incidental, or consequential),
damages, costs or expenses, including but not limited to, court costs and attorney's fees,
which the Contractor may have against one or more of the above.
2.15. The Contractor shall be solely responsible for and shall indemnify the Company for and
in respect of:
2.15.1. any income tax, national insurance and social security contributions and any other
liability, deduction, contribution, assessment, or claim arising from or made in
connection with the performance of the Services, where the recovery is not prohibited
by law. The Contractor shall further indemnify the Company against all reasonable
costs, expenses, and any penalty, fine or interest incurred or payable by the Company
in connection with or in consequence of any such liability, deduction, contribution,
assessment or claim;
2.15.2. any liability arising from any employment-related claim or any claim based on worker
status (including reasonable costs and expenses) brought by the Contractor or any
substitute against the Company arising out of or in connection with the provision of the
Services.
2.15.3. The Company shall not be liable to the Contractor or to any third party for any indirect,
incidental, consequential, special, punitive, or exemplary damages.
2.15.4. The Company's aggregate liability for damages arising with respect to this agreement
and any and all use of the Therapy Space will not exceed the total amount of money
paid by the Contractor or to the Contractor through the Therapy Space in the 2 months
period prior to the date of the claim.
2.15.5. The Company explicitly disclaims any liability with respect to any claim, suit, or action
made by a Client. The Contractor agrees to indemnify, defend, and hold the Company
harmless with respect to any such claim.
2.15.6. If the applicable law does not allow the limitation of liability as set forth above, the
limitation will be deemed modified solely to the extent necessary to comply with
applicable law.
The Company may at its option satisfy the indemnities above (in whole or in part) by way of
deduction from any payments due to the Contractor, unless local law requires otherwise. This
section (disclaimers and limitation of liability) shall survive the termination or expiration of this
Agreement.
2.16. Contractor's Conduct.
2.16.1. When using the Therapy Space for the purposes of Therapy Services or using the
Therapy Space for a purpose related to Therapy Services, the Contractor must exercise
a reasonable standard of care, including confidentiality obligations, as mandated by
his/her profession and regulatory agencies. For example, online sessions should not be
conducted from a vehicle or in a setting (whether public or private) where any other
beings are present, including children or pets, or be recorded by the Contractor in their
private capacity .
2.16.2. The Contractor will not discuss the specifics and logistics of his/her interactions within
the Therapy Space, including, but not limited to, payment terms and mechanisms,
without express written approval from the Company.
2.16.3. The Contractor will not provide to Clients any services other than Therapy Services.
2.16.4. The Contractor will not provide to Clients any services which may not be lawfully or
ethically rendered or provided through the Therapy Space according to the laws,
regulations and ethics that apply in the Contractor's jurisdiction.
2.16.5. The Contractor will not diagnose, treat, test, advise, counsel, recommend a course of
treatment, or otherwise provide or perform any services that require an in-person
meeting with a Client outside the Therapy Space.
2.16.6. The Contractor will not provide Therapy Services for any Clients presenting with an
emergency. For emergency matters and issues, the Contractor agrees to instruct the
Client to immediately call their local emergency assistance number.
2.16.7. Regardless of the Contractor's professional and educational training, he/she agrees to
never engage in the practice of medicine through the Therapy Space, including, without
exception, diagnosing medical conditions and prescribing or dispensing any
medications.
2.16.8. The Contractor may only use the Therapy Space for the purpose of Therapy Services,
or any task directly related to Therapy Services. The Contractor may not use this
Therapy Space to solicit any illegal or unethical activity or other activity which infringes
our rights or the rights of others. This includes promoting other legitimate business
activities or selling any products whatsoever, regardless of the legality of the products.
2.16.9. The Contractor agrees to not use the Therapy Space to solicit clients for any therapy
outside of the Therapy Space unless absolutely clinically necessary. In the event the
Contractor is discovered to be seeing clients outside of the Therapy Space and there is
a dispute as to whether that is clinically necessary or appropriate, clinical necessity or
appropriateness is determined at the sole discretion of the Waby Saby clinical team. If
the Contractor interacts with a member/Client outside the Therapy Space (i.e., via
FaceTime, Skype, phone, email, in person, etc.) and it is not clinically necessary or
appropriate, Company may terminate the Counselor immediately and/or withhold any
payments owed or due to Contractor at Company's sole discretion.
2.16.10. The Contractor agrees to use the Therapy Space as intended and not collect additional
fees from Clients for services rendered associated with the Therapy Space. For clarity,
the Contractor agrees that he/she will not request Clients' payment information in
connection with collecting a payment for any reason, including a no- show fee, for any
services rendered through or associated with the Therapy Space.
2.16.11. Any fees related to external assessments that are conducted outside the Therapy
Space, whether or not there are fees associated with such tool are expressly not
required by Clients to receive services on the Therapy Space. The assumption of fees
associated with use of such external assessment tools are at the Clients' sole discretion
and not sanctioned or enforced by the Company.
2.16.12. The Contractor agrees to indemnify, defend and hold Company harmless against any
and all losses, damages, suits, judgments, costs and expenses (including litigation
costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit,
action, or other proceeding brought against Company, to the extent that such claim,
suit, action or other proceeding is based on or arises from: (a) any breach of any
representation, warranty, covenant or agreement to be performed by the Contractor
according to this Provider Agreement; (b) the Contractor's provision of the Therapy
Services to any third party, regardless of whether or not they are Clients of the Therapy
Space service; (c) any injury sustained by, or death of a member or prospective
member during or resulting from the Contractor's performance of the services, or (d)
any materials that the Contractor has posted to or through the Therapy Space and/or
any content exchanged between the Contractor and Clients.\
2.16.13. The Contractor agrees to be bound by any and all applicable local, state, federal or
international law, statute, ordinance, rule, regulation, or ethical code in relation to the
use of the Therapy Space and to his/her relationship and interactions with the Clients
and with the Company. The Contractor further agrees and commits not to engage in
conduct that is harmful, unethical, fraudulent, deceptive, or offensive.
2.16.14. For the avoidance of doubt, unethical, fraudulent or deceptive conduct includes, but is
not limited to, engaging in conduct that directly or indirectly, intentionally or
unintentionally subverts or attempts to subvert Company compensation practices. It
also includes making misrepresentations to the Company about the scope, content or
nature of the Services the Contractor has provided to members in order to elicit
additional compensation from the Company. Failure to comply with this provision may
amount to reduced privileges on the Therapy Space or termination.
2.16.15. The Contractor agrees to undergo any credentialing including CCI or RCI Certification,
licensure verification, and/or professional ongoing monitoring by Company or a
third-party organization facilitated by Company.
2.16.16. Contractor understands that, as an independent contractor, Contractor is not covered
by, or entitled to, workers' compensation benefits from the Company or its carrier as a
result of any injury, illness or death incurred by Contractor while performing the Therapy
Services. Contractor also understands that, as an independent contractor, Contractor is
also not entitled to any unemployment benefits from the applicable state or federal
government in the event this Agreement is terminated.
2.16.17. Contractor agrees to accept exclusive liability for complying with all applicable state and
federal laws, including laws governing self-employed individuals, if applicable, such as
laws related to payment of taxes, social security, disability, and other contributions
based on fees paid to Contractor under this Agreement.
2.16.18. Contractor acknowledges and agrees that during the course of and solely as a result of
their provision of the Therapy Services, Contractor will become aware of some, most, or
all of the Company's clients andmembers, their assigned names, and their needs and
requirements. Contractor further acknowledges and agrees that the loss of such clients
or members would cause the Company great and irreplaceable harm. Consequently,
unless otherwise expressly agreed in writing with the Company, Contractor covenants
and agrees that Contractor will not, in any manner whatsoever, during the term of this
Agreement, and for a period of one (1) year following the date of termination of this
Agreement, directly or indirectly, on its own behalf or on behalf of or in association with
any other person or entity: solicit, accept business, or attempt to induce, encourage, or
entice any actual or prospective clients or members of the Company who Contractor
personally contacted or provided Therapy Services to, or about which the Contractor
became aware of and/or received Confidential Information about, for the purpose of: (i)
materially interfering with the Company's business as currently conducted; (ii) doing
business with such clients or members in the same class of business offered by the
Company; or (iii) marketing similar services provided by the Company to any such
actual or prospective clients or members.
2.16.19. Prior to the commencement of the Therapy Services, and during the term of this
Agreement, Contractor shall obtain and maintain or cause to be obtained and
maintained insurance to cover any or all injury or claim against Contractor and/or the
Company arising out of Contractor's performance of the Therapy Services. Upon
demand, but no later than three (3) days after demand is made, Contractor shall
provide the Company with certificates of insurance evidencing the insurance required
pursuant to this section.
2.16.20. The Contractor acknowledges that if they choose to treat a minor on our Therapy
Space, they are doing so with full consideration of the necessary consents and
confidentiality requirements consistent with their applicable licenses.
2.16.21. The Contractor agrees that they have considered the consent and confidentiality
requirements of a minor and have taken steps at the outset of treatment to ensure they
are practicing consistent with their applicable licensure requirements for minors.
2.17. Contractor Account and Responsibilities.
2.17.1. The Contractor agrees, confirms, and acknowledges that he/she is responsible for
maintaining the confidentiality of his/her password and any other security information
related to his/her account (collectively "Account Access"). The Company advises the
Contractor to change his/her password frequently and to take extra care in
safeguarding his/her password.
2.17.2. The Contractor agrees to notify the Company immediately of any unauthorized use of
his/her Account Access or any other concern for breach of his/her account security.
2.17.3. The Contractor agrees, confirms, and acknowledges that the Company will not be liable
for any loss or damage incurred as a result of someone else using his/her account,
either with or without his/her consent and/or knowledge. Further, the Contractor agrees
that he/she is solely and fully liable and responsible for all activities that are made by
using his/her Account Access. The Contractor further acknowledges and agrees that
the Company will hold him/her liable and responsible for any damage or loss incurred
as a result of the use of his/her Account Access by any person whether authorized by
the Contractor or not, and the Contractor agrees to indemnify the Company for any
such damage or loss.
2.17.4. The Contractor agrees and commits not to use the account or Account Access of any
other person for any reason.
2.17.5. The Contractor agrees to provide 24 hour notice for cancellation of therapy services to
any Client. In case, the Contractor fails to conduct Therapy for Clients that have booked
the session for any medical emergency, the Contractor shall provide a medical
certificate mentioning the reason for incapacitation.
2.17.6. The Contractor attests that his/her use of the Therapy Space, including the Therapy
Services, are made directly by the Contractor and that he/she is not using neither the
Therapy Space nor the Therapy Services for or on behalf of any other person or
organization.
2.17.7. The Contractor agrees and commits not to interfere with or disrupt or attempt to
interfere with or disrupt any of the Company's systems, services, servers, networks, or
infrastructure, or any of the Therapy Space's systems, services, servers, networks or
infrastructure, including without limitation obtaining unauthorized access to the
aforementioned.
2.17.8. The Contractor agrees and commits not to make any use of the Therapy Space for the
posting, sending or delivering of either of the following: (a) unsolicited email and/or
advertisement or promotion of goods and services; (b) malicious software or code; (c)
unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or
potentially harmful content, including that sexual in nature; (d) any content that infringes
on a third party right or intellectual property; (e) any content that may cause damage to
a third party; (f) any content which may constitute, cause or encourage a criminal action
or violate any applicable law.
2.17.9. If the Contractor receives any file from the Company or from a Client, whether through
the Therapy Space or not, the Contractor agrees to check and scan this file for any
virus or malicious software prior to opening or using this file.
2.17.10. The Contractor will indemnify, defend, and hold the Company harmless from and
against any and all claims, losses, causes of action, demands, liabilities, costs or
expenses (including, but not limited to, litigation and reasonable attorneys' fees and
expenses) arising out of or relating to any of the following: (a) his/her access to or use
of the Therapy Space; (b) any actions made with his/her account or Account Access
whether by the Contractor or by someone else; (c) the Contractor's violation of any of
the provisions of this Agreement; (d) non-payment for any of the services (including
Therapy Services) which were provided through the Therapy Space; (e) the Contractor
violation of any third party rights, including, without limitation, any intellectual property
rights, publicity, confidentiality, property or privacy right. This clause shall survive
expiration or termination of this Agreement.
2.18. Modifications, Termination, Interruption and Disruption to the Therapy Space
.
2.18.1. The Company may modify, suspend, disrupt, or discontinue the Contractor's access to
the Therapy Space, any part of the Therapy Space, or the use of the Therapy Space,
whether to all Clients or to the Contractor specifically, at any time with or without notice
to the Contractor, including but not limited to violation of any terms of this Agreement or
any rules of conduct initiated by the Company. The Contractor agrees and
acknowledges that the Company will not be liable for any of the aforementioned actions
or for any losses or damages that are caused by any of the aforementioned actions. For
the removal of any doubt, the Company may terminate or prevent the Contractor use of
the Therapy Space and any services provided through the Therapy Space (including
but not limited to Therapy Services) at its sole discretion for any reason and for any
period of time.
2.18.2. While the Company make commercially reasonable efforts to ensure the Therapy
Space's reliability and accessibility, the Contractor understands and agrees that no
platform can be 100% reliable and accessible and so the Company cannot guarantee
that access to the Therapy Space will be uninterrupted or that it will be accessible,
consistent, timely or error-free at all times.
3. Fees and Payment
3.1. Compensation.
3.1.1. In consideration of the Services rendered hereunder, the Company shall pay the
Contractor the fees paid to Contractors outlined in the Cover letter which may be
changed at mutual discretion based on performance criteria after every 365 days of
working.
3.1.2. Payment in full or in part of the fees claimed under this clause or any expenses claimed
shall be without prejudice to any claims or rights of the Company against the Contractor
in respect of the provision of the Therapy Services.
3.2. Expenses.
3.3. All overhead and out of pocket expenses incurred by the Contractor in the course of
performing the Services under this Agreement shall be borne by the Contractor. Without
limiting the generality of the foregoing, the Contractor will provide his/her own standard
equipment and/or supplies normally or generally required to deliver the Services under
this Agreement.
3.4. Deductions.
3.5. Contractor will not be treated as a Company employee for Central, state, provincial
and/or local tax or any other purposes. The Company shall have no responsibility to
make deductions or withholdings for income tax purposes, employment insurance
premiums, payroll taxes (including employer health tax), or any other similar charges
with respect to the Contractor. The Contractor acknowledges and agrees he/she is
responsible for all such payments or remittances and shall indemnify the Company for
any costs incurred by the Company arising as a deduction from any payments due to the
Contractor. If applicable, the Company shall issue tax forms with respect to fees paid to
the Contractor.
3.6. No Employment Benefits.
The Contractor shall not be entitled to employment benefits or fringe benefits in the
traditional sense made available to employees of the Company, including but not limited
to, disability coverage, vacation pay, health or dental insurance, retirement benefits or
minimum wage. The Company may provide other benefits such as stipends, services or
other incentives. Contractor waives the right to receive any such benefits, to the extent
permitted by law.
4. Covenants, Warranties and Representations of the Contractor
4.1. Contractor as Principal.
4.1.1. The Contractor confirms that he/she is at least 18 years of age and that he/she is
legally able to enter into a contract without the consent of any third party.
4.1.2. The Contractor shall exercise all the skill, care, and diligence in performing the Therapy
Services. Without limiting the generality of the foregoing, the Contractor covenants and
agrees that he/she shall be the person actually performing the Therapy Services. The
Contractor shall not be permitted to substitute personal performance of the Therapy
Services with another individual without the express prior written consent of the
Company. The Contractor will ensure that he/she renders performance of the Therapy
Services under this Agreement to the best of his/her ability and in a prompt, diligent,
competent, and professional manner. The Contractor warrants that he will remain free
of any obligations and restrictions that would interfere, conflict or be inconsistent with
the performance of this Agreement.
4.1.3. The Contractor confirms and agrees that all the information that he/she provided in or
through the Therapy Space, and the information that he/she will provide in or through
the Therapy Space in the future, is accurate, true, current, and complete. Furthermore,
he/she agrees that during the term of this Agreement he/she will make sure to maintain
and update this information so it will continue to be accurate, current, and complete.
4.1.4. The Contractor agrees not to mislead Clients to believe that he/she can provide a
service which is outside of the Contractor's field of licensed expertise and will not
misrepresent themselves or create any misleading name or listing.
4.1.5. The Contractor agrees to not perform any Therapy Services and or other services or
offer any advice in any jurisdiction where the Contractor is not authorized or licensed or
in good standing to do so. The Contractor agrees that he/she will not provide any
Therapy Services or advice to any Client unless he/she is a licensed professional in
good standing in the relevant field of expertise abiding by all relevant laws, rules, and
regulations, including but not limited to rules of ethics and professional responsibility.
4.1.6. The Contractor agrees that at all times he/she will provide correct and accurate
representation of his/her skills, degrees, qualifications, background, and other
information, whether this information is provided to the Company, to the Client, and on
any form submitted to or presented on the Therapy Space. He/she will also provide the
same correct and accurate representation of his/her skills, degrees, qualifications,
background, and other information to the users, including but not limited to, in any kind
of communication or providing Therapy Services to Clients.
4.1.7. The Contractor agrees that at all times he/she will provide correct and accurate
representation of his/her skills, degrees, qualifications, background, and other
information, whether this information is provided to the Company, to the Client, and on
any form submitted to or presented on the Therapy Space. He/she will also provide the
same correct and accurate representation of his/her skills, degrees, qualifications,
background, and other information to the users, including but not limited to, in any kind
of communication or providing Therapy Services to Clients. Contractor represents that it
is and shall remain during the term of this Agreement, duly licensed pursuant to the
laws of the state, province or jurisdiction (as applicable) in which they are providing
Therapy Services.
4.1.8. Contractor acknowledges, represents and warrants that: (1) it is experienced and skilled
in performing the Therapy Services hereunder, (2) the Contractor has the right to
provide (and does provide) the Therapy Services or similar services to other businesses
and/or entities without violating the terms in this Agreement, (3) the Contractor will not
engage in any conduct that is unlawful and shall perform the Services in a professional
manner consistent with industry standards and professional therapeutic practices; (5) all
services undertaken by Contractor through the Therapy Space are done as
independent contractors to the Clients. Waby Saby neither employs you nor provides
Therapy Services; (6) Waby Saby is technology company that constitutes a qualified
marketplace under laws recognizing such platforms for businesses that operate a digital
website or application facilitating the provision of services by qualified marketplace
contractors to individuals or entities seeking such services; (7) the business relationship
between Contractor and Waby Saby under this Agreement is a temporary, and not a
permanent, relationship that allows Contractor to use the Therapy Space to identify
contract opportunities; (8) Contractor has no authority to bind Waby Saby or its affiliates
and shall not hold him or herself out as an employee, agent, or authorized
representative of Waby Saby or its affiliates; (9) for all purposes, including but not
limited , income tax withholding requirements and all other federal, state and local laws,
rules and regulations, Contractor is and will be treated as an independent contractor.
Accordingly, Waby Saby will not withhold any employment taxes from any
compensation paid under this Agreement, and Contractor will be solely responsible for
the reporting and payment of all federal, state, and local taxes or contributions imposed
or required under unemployment insurance, social security, medical insurance, income
tax or other applicable laws, rules or regulations with respect to the performance or
rendering of services through the Therapy Space; (10) Contractor will not take any
position with respect to or on any tax return or application for benefits, or in any
proceeding directly or indirectly involving Waby Saby that is inconsistent with you being
an independent contractor; (11) nothing in this Agreement is intended to prohibit or
discourage (nor should be construed as prohibiting or discouraging) Contractor from
engaging in any other business activities, services or projects that are separate and
distinct from any business activities that you may conduct through the Therapy Space;
(12) Contractor will choose to accept, how frequently to provide Therapy Services, the
duration of the Therapy Services provided to any Client, and the manner in which
Contractor will provide the services sought by any Client; and (13) Waby Saby does not
dictate the specific time of performance and does not guarantee you any minimum
amount of Therapy Services.
4.1.9. Contractor is solely responsible for the manner and means of the performance of the
Therapy Services to be provided hereunder, except that the Company shall retain the
right to ensure that all Therapy Services performed by Contractor are in accordance
with laws and regulations of the applicable jurisdictions concerning the practice of
therapy in the applicable jurisdictions. Contractor hereby acknowledges and agrees that
any review by the Company to ensure legal compliance and any deadlines specified by
the Company do not constitute direction or control by the Company over Contractor's
Therapy Services or direction by the Company of the time for performance by
Contractor. Contractor is solely responsible to supply and use its own tools or
equipment that may be necessary for the performance of the Services herein
4.1.10. Contractor will provide immediate written notice to Company of any of the following:
4.1.10.1. the commencement or resolution of any investigation or proceeding by any licensing
authority, or other governmental body or agency;
4.1.10.2. any malpractice action which is commenced, adjudicated or settled; or
4.1.10.3. any change in status of his/her license.
4.2. Compliance with Laws.
In the performance of Services, the Contractor agrees to ensure that he/she complies
with all applicable laws, bylaws, regulations, orders, or any rules, directives or policies
imposed by applicable regulatory or governmental authority.
4.3. Non-Disclosure
In the course of performing his obligations and responsibilities under this Agreement, the
Contractor may receive business, financial, technical, personal, health, member, and
other information, which is confidential and/or proprietary in nature, belonging to the
Company, its clients/members or other third parties to whom the Company has an
obligation of confidentiality or non-disclosure is collectively referred to herein
("Confidential Information") and agrees:
4.3.1. not to disclose to a third party or use for any purpose, or reason whatsoever (other than
for the benefit of the Company in connection with the Services), in any manner, any
Confidential Information without the consent of the Company except as may be required
by any law or regulation; and
4.3.2. to respect that confidentiality by employing security measures appropriate to the nature
of the information retained and the means by which that Confidential Information is
recorded or stored.
The Contractor shall take all reasonable steps to observe and comply with these
restrictions.
4.4. Contractor also agrees to abide by the Data Processing Rules and any other agreement
between the Contractor and Company which limits the use and disclosure of the member
health and personal information which they receive and process as part of the Therapy
Services.
4.5. Nothing in this Agreement prohibits Contractor from reporting an event that Contractor
reasonably and in good faith believes is a violation of law to the relevant
law-enforcement agency, or from cooperating in an investigation conducted by such a
government agency.
4.6. No Authority to Contract on Behalf of Company
The Contractor will not, and will not have the authority to, without the prior written
consent of the Company, enter into any contract or commitment in the name of, or on
behalf of, the Company or bind the Company in any respect whatsoever, or represent
himself as a partner, joint venturer, agent, or employee of the Company.
5. Arbitration
5.1. Any dispute, controversy, or claim arising out of or relating to this contract, or the breach,
termination, or validity thereof, shall be subject to a 30-day mediation period before
arbitration in accordance with the provisions of the Indian Arbitration and Conciliation
Act, 1996.
5.2. During the mediation period, the parties shall endeavor to resolve the dispute amicably
through mediation conducted by a mutually agreed-upon mediator. If the parties cannot
agree on a mediator within 10 days of the notice of dispute, the mediator shall be
appointed by Waby Saby.
5.3. If the dispute remains unresolved after the mediation period, it shall then be referred to
arbitration in accordance with the provisions of the Indian Arbitration and Conciliation
Act, 1996. The arbitration proceedings shall be conducted in New Delhi, India, and shall
be governed by the laws of India.
5.4. The arbitration shall be conducted by a single arbitrator appointed by mutual agreement
of the parties. If the parties cannot agree on an arbitrator within 15 days of the
commencement of arbitration proceedings, the arbitrator shall be appointed by mutual
consent.
5.5. The arbitrator shall have the authority to grant any remedy or relief that a court of
competent jurisdiction could order or grant, including, without limitation, specific
performance of any obligation created under this contract, the issuance of an injunction
or restraining order, or the imposition of sanctions for abuse or frustration of the
arbitration process.
5.6. The prevailing party in any arbitration proceeding shall be entitled to recover its
reasonable attorneys' fees and costs incurred in connection with such arbitration.
5.7. This arbitration and mediation clause shall not preclude either party from seeking
injunctive relief or other equitable remedies in any court of competent jurisdiction
pending the outcome of the mediation and arbitration proceedings.
6. Miscellaneous
6.1. Notices
The Company may provide notices or other communications to the Contractor regarding
this Agreement or any aspect of the Therapy Space, by email to the email address that
the Company has on record, by regular mail or by posting it online. The date of receipt
shall be deemed the date on which such notice is given. Notices sent to us must be
delivered by email to admin@WabySaby.co or to our registered office address.
6.2. Advertising.
6.3. Under this Agreement, the Company shall provide the information that Contractor
volunteers in or through the Therapy Space including, but not limited to, his/her name,
photograph, likeness, social media credentials, academic qualifications, certifications,
information about his/her credentials, experience, specialties and qualifications, may be
used and/or provided to third parties and third-party websites for the purpose of
promoting the Therapy Services. Promotion may include using the Contractor's name,
photograph and profile in thirty-party provider directories that promote the Company.
6.4. The Company's Ability to Conduct Quality Assurance Reviews
6.4.1. Upon the consent of Clients, a very limited number of licensed clinical professionals and
members of the Trust & Safety and Legal teams, at the Company have the discretion to
review the Contractor's correspondence or exchanges with Clients for the purpose of:
6.4.2. administering and/or monitoring the Therapy Space;
6.4.3. verifying and/or reviewing the truthfulness or accuracy of the details in the Contractor's
personal profile, credentials, qualifications, or any of his/her postings or transmissions;
and/or
6.4.4. monitoring activity between Contractors and clients in the event that an investigation or
legal proceeding requires monitoring.
6.5. For the avoidance of doubt, members of our Therapist Onboarding and Recruitment
teams also have the ability to verify and/or review the truthfulness or accuracy of the
details regarding the Contractor's experience, credentials and qualifications.
6.6. The Company also has the discretion to remove or refuse to post or transmit any content
uploaded by the Contractor that the Company deems inappropriate or in conflict with the
Company's values, vision, and goals. The Company reserves the right to remove any
content for any reason at its sole discretion.
6.7. Changes to this Agreement.
A Copy of this Agreement with any modification thereof, the Company may change this
Agreement by posting modifications on the Therapy Space. Unless otherwise specified
by the Company, all modifications shall be effective upon posting. Therefore, the
Contractor is encouraged to check the terms of this Agreement frequently. By using the
Therapy Space after the changes become effective, the Contractor agrees to be bound
by such changes to the Agreement. If the Contractor does not agree to the changes,
he/she must terminate access to the Therapy Space and participation in its services.
Waby Saby agrees to reasonably assist in the Contractor's transition off the Therapy
Space should he/she so desire.
6.8. Transfer, Assignment, and Delegation.
Except as provided herein, the Contractor may not assign, delegate, or otherwise
transfer any of its rights, obligations, and responsibilities under this Agreement without
the prior written consent of the Company and any such purported transfer shall be null
and void.
The Company may freely transfer or assign this Agreement or any of its obligations
hereunder.
6.9. Waiver.
The waiver by any of the parties of any action, right or condition described in this
Agreement, or of any breach of a provision of this Agreement, shall not constitute a
waiver of any other occurrences of the same event in writing by the party purporting to
give the same.
6.10. Governing Law.
This Agreement and the rights and obligations of the parties hereto shall be governed by
and construed in accordance with the laws of the Republic of Bharat.
6.11. Counterparts.
This Agreement may be executed in counterparts each of which shall be deemed to be
an original and both of which taken together shall constitute one and the same
agreement.
6.12. Severability.
In the event that any provision or any part of any provision hereof is deemed to be
invalid by reason of the operation of any law or by reason of the interpretation placed
thereon by a court, this Agreement shall be construed as not containing such provision
or part of such provision and the invalidity of such provision or such part shall not affect
the validity of any other provision or the remainder of such provision hereof. All other
provisions hereof which are otherwise lawful and valid shall remain in full force and
effect.
6.13. Independent Legal Advice.
The Contractor acknowledges that they have read and understand the terms contained
in this Agreement and have obtained independent legal advice should they feel they
need it