This document contains the main terms of service which govern your provision of Freelance Psychologist Services to Hypoworry`s Service Users through the Hypoworry website located at www.hypoworry.com. operated by Hypoworry LTD of 284 Chase Road A Block Unit 221, 2nd Floor, London, United Kingdom, N14 6HF (“Hypoworry”).

1. • In this Agreement, unless the context indicates a contrary intention:
     • references to clauses are, unless otherwise stated, references to clauses of this Agreement;
     • references to this Agreement are to this Agreement as amended from time to time in accordance with the terms of this Agreement or otherwise with the agreement of the Parties;
     • where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning.
   • Words denoting the singular include the plural and vice versa; words denoting the masculine, feminine and neuter genders shall indicate other genders; words denoting persons include natural persons, bodies corporate and statutory bodies.
   • The headings to the clauses are for convenience only and shall not affect their interpretation.
   • This Agreement or any provision thereof shall not be construed adversely against a Party because that Party prepared or drafted it or is seeking to rely on it.

2. • Term. The term of this Agreement shall be from your day of Contractor`s registration on the website until terminated in accordance with this Agreement (the “Term”), unless earlier terminated as provided herein.
   • Termination. Notwithstanding anything in this Agreement to the contrary:
     • The Term may be terminated by either party at any time without advance notice, upon a material breach by the other party of any of its or his obligations hereunder; and
     • The Term may be terminated without cause by either party upon 30 days written notice to the other.
   • Completion of Services. Contractor guarantees to render its services to its clients fully and entirely from the day of termination until the expiration of this Agreement.

3. • The Contractor will provide services as Freelance Psychologist directly to Hypoworry`s Service Users through Hypoworry website located at www.hypoworry.com.
   • Hypoworry operates a platform linking individuals to Psychologists. Whether or not a service is offered and/or accepted is entirely at the discretion of the Service Users and Psychologist. Hypoworry has no control over this process. Services may include Individual Therapy, Couples Therapy, Child and adolescent therapy and are provided by Psychologists directly to Service Users, who determine the deliverables and all other requirements.
   • The Contractor shall take direction from Hypoworry. Additional services or amendments to the services described above may be agreed upon between the parties.

4. • For services performed during the Term, Hypoworry will pay Contractor at the rate of $15 per session each 45 minutes. The payments will be done when the total amount
   • All payments required to be made pursuant to this Agreement shall be made in cleared funds to such bank as the Contractor may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as is required to deduct or withhold by law. Payments will be made on a bi-weekly basis , provided that the amount due reaches $200 or more. If the amount falls below $200, payment will be made once at the beginning of the month. However, it should be noted that under normal circumstances this payment arrangement applies, but delays may occur due to financial, legal, or technical circumstances.

5. • The Contractor shall provide at its own cost, subject to any agreement to the contrary specified all such necessary equipment as is reasonable for the satisfactory performance of the Services.
   • If as a matter of convenience, the Contractor is provided with equipment by Hypoworry for the purposes of carrying out the Services, the Contractor shall be responsible for ensuring that they preserve the security and condition of such equipment. If and to the extent that any equipment is lost while in the Contractor’s possession, the Contractor shall be responsible for the cost of any necessary repairs or replacement.

6. OWNERSHIP AND ASSIGNMENT OF THE WORK PRODUCT.
   • Contractor and Hypoworry intend this Agreement to be a contract for services and each considers the products and results of the services to be rendered by Contractor hereunder to be a work made for hire. Contractor acknowledges and agrees that the Work Product (and all rights therein, including, without limitation, copyright, and patent) belongs to and shall be the sole and exclusive property of Hypoworry. For Certainty, Contractor will not have or acquire any title to or ownership rights in the Work Product, or parts or copies thereof. Contractor may not reuse the Work Product, or parts or copies thereof for any purpose unrelated to this Agreement, whether online or offline, without the prior written consent of Hypoworry.
   • If for any reason the Work Product would not be considered a work made for hire under applicable law, Contractor does hereby sell, assign, and transfer to Hypoworry, its successors and assigns, the entire right, title and interest in and to the copyright and patent in the Work Product and any registrations and applications relating thereto and any renewals and extensions thereof, and in and to all Work Products based upon, derived from, or incorporating the Work Product, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights and patents, and in and to all rights corresponding to the foregoing throughout the world.
   • Contractor agrees to execute all papers and to perform such other proper acts as Hypoworry may deem necessary to secure for Hypoworry or its designee the rights herein assigned.

7. CONTRACTOR`S
   • The Contractor warrants:
     • that it is the sole owner and creator of the Work Product; and
     • has full power and authority to make this Agreement;
     • that the Work Product does not infringe any copyright, violate any property rights, or contain any scandalous, libellous, or unlawful matter.
   • The Contractor will defend, indemnify, and hold harmless Hypoworry and/or its licensees against all claims, suits, costs, damages, and expenses that Hypoworry and/or its licensees may sustain by reason of any scandalous, libellous, or unlawful matter contained or alleged to be contained in the Work Product or any infringement or violation by the Work Product of any copyright, patent or other intellectual property right; and until such claim or suit has been settled or withdrawn, Hypoworry may withhold any sums due the Contractor under this Agreement.
   • Contractor hereby represents and warrants that, as of the effective date and continuing throughout the term of this Agreement, it is not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the services contemplated hereunder.

8. FEES AND STATUS.
   • Fees. During the Term, Hypoworry shall pay Contractor such fees in accordance with the market rate.
   • No Employment Relationship. Hypoworry and Contractor each expressly agree and understand that they are creating an independent contractor relationship, and that Contractor shall not be considered an employee of Hypoworry for any purpose.
   • Method of performing services. The Contractor is considered a professional who will use its own initiative as to the manner in which the services are delivered provided that in doing so the Contractor shall cooperate with Hypoworry and comply with all reasonable and lawful requests of Hypoworry. The Contractor may provide its services at such times and on such days as the Contractor shall decide but shall ensure that the services are provided on such days and at such times as are necessary for the proper performance of the services. However, operational hours of Hypoworry are to be observed.

9. ADDITIONAL REQUIREMENTS FOR SERVICES TO BE PERFORMED.
   • Best Efforts. Contractor agrees to use its best efforts in providing services under the terms of this Agreement.
   • Technical Issues. Contractor agrees to offering and providing repeat sessions where technical errors or ISP related Issues have caused such errors, free of charge to the client.
   • No Subcontracting. Contractor is being engaged to perform personal services within its asserted areas of professional expertise and shall not delegate or subcontract any portion of the services to be performed hereunder.
   • Content Ownership. All Content including but not limited to photos, videos of the psychologist, blog posts, developed or prepared by the Contractor, for Hypoworry hereunder shall become the property of Hypoworry and deemed “Work Product” provided that (i) the Services are produced in final form by the Contractor for Hypoworry, Hypoworry has paid to the Contractor all fees and costs associated with creating and, where applicable, producing the Services. All title and interest to Work Product shall vest in Hypoworry as “works made for hire”. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in Hypoworry as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by the Contractor to Hypoworry.

10. ETHICAL CONDUCT.
    • Compliance with Applicable Laws and Code of Practice. Contractor, in its performance under this Agreement, shall comply with all applicable laws, regulations and Codes of Practice issued by Hypoworry or other regulatory Authority. The Contractor further agrees to abide by Hypoworry’s health and safety policy, equal opportunity policy, children and vulnerable adult protection policy, customer service policy and any other such Policies issued by Hypoworry and relevant to the services to be performed.
    • Solicitation of Hypoworry Personnel and Service Users. Contractor agrees to refrain from any solicitation or recruitment (directly or indirectly) of any of Hypoworry’s employees and Service User during the term of this Agreement and for a 2 years period after the expiration or termination of this Agreement. General solicitation, not directed at Hypoworry’s employees, will not constitute a violation of this Clause 9.

11. DATA PROTECTION.

11.1 Hypoworry and Contractor will collect and process information relating to the Service in accordance with their privacy notices and under consideration of applicable Professional or Medical secrecy laws, the UK`s Data Protection Act (“DPA”) and the EU General Data Protection Regulation (“GDPR”).

11.2  For the purpose of personal data protection, Contractor explicitly gives consent to the recording, processing, classification, disclosure, transfer, and anonymization of the following data, whether through automated or non-automated means. Contractor willingly provides this information to Hypoworry and confirms that the information is current and accurate. Contractor is responsible for informing Hypoworry of any changes to this information.

• Identity card
• Photographs, audio, and video recordings containing self-prepared promotional and professional information
• Photograph
• Resume information
• Educational information (diplomas and certificates)
• Contact information (phone, email, address)
• Bank account numbers
• When necessary, criminal record and health status

Hypoworry will not share the obtained information with any third parties outside of the Data Controller, UK Tax and Audit authorities, UK Public institutions, company accountants, banks, and money transfer websites. Hypoworry is obligated to take the necessary technical, administrative, and legal measures to ensure the data security of this information. Contractor’s data will be deleted and destroyed after the legal retention period for storage has expired.

12. • All notices shall be given to us by e-mail. Such notice will be deemed received, the day of sending if the notice is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
    • No variation of this Agreement or amendment to this Agreement shall be valid unless agreed in writing and signed by both Parties.
    • Neither party shall without the prior written consent of the other party assign or transfer this Agreement or any part of it to any other entity.
    • Failure by either party to enforce any provision of this Agreement shall not be deemed to be a waiver of future enforcement of that or any other provision.
    • Nothing in this Agreement shall constitute or be construed as constituting a partnership or joint venture between the parties or shall authorise one party to enter into contractual relationships or incur obligations on behalf of the other party.
    • No one other than a party to this agreement has any right to enforce any of its terms.
    • Each party agrees that this Agreement herewith may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: a) Checking a box or a ‘click to accept’ button; or b) Typing a name; or c) Pasting an image of a signature; or d) Drawing a name or initial with a stylus or by hand on a touchpad; and e) Electronically signing using an available third-party software application.
    • This Agreement represents the entire agreement between the parties and supersedes all prior agreements, arrangements and understandings between the parties and each party agrees that it will have no remedy in respect of any untrue statement innocently or negligently made by or on behalf of the other party prior to signing this Agreement which such party relied upon in entering into this Agreement whether such statement was made orally or in writing.
    • The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
    • Any Party, before or during any arbitral proceedings, may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the arbitral proceedings.
    • This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its choice of law provisions.