Platform Terms of Service

1. DEFINITIONS AND INTERPRETATION

In these Terms the following words and expressions have the meanings set out below:

1.1 References to statutes include all amendments and replacements in force from time to time.1.2 Singular includes plural and vice versa. Headings are for convenience only.1.3 Where there is conflict between these Terms and any document incorporated by reference, these Terms prevail unless expressly stated otherwise.1.4 Where these Terms apply jurisdiction-specific provisions, those provisions apply to Users in that jurisdiction; conflicts are resolved in favour of the jurisdiction-specific provision for that User.

2. ACCEPTANCE OF TERMS AND FORMATION OF CONTRACT

1. 2.1 By creating an account, clicking "I Accept" or equivalent, or by accessing or using any part of the Platform, you confirm you have read, understood, and agree to be bound by these Terms in full.
2. 2.2 Employer-Sponsored Users are bound by these Terms in addition to any terms agreed between their Employer and Shemesh. Where there is conflict, these Terms govern your individual use of the Platform.
3. 2.3 If you accept these Terms on behalf of an Employer, you warrant authority to bind that Employer and that the Employer has executed or will execute a Master Services Agreement with Shemesh prior to granting employee access.
4. 2.4 These Terms constitute a legally binding contract from the moment of acceptance.
5. 2.5 Amendments. Shemesh reserves the right to amend these Terms at any time. We will provide not less than fourteen (14) days' written notice of material amendments by email and/or via in-Platform notification. Continued use of the Platform after notice constitutes acceptance of the revised Terms.

3. ELIGIBILITY AND ACCOUNT REQUIREMENTS

1. 3.1 You must be at least 18 years of age to use the Platform. By accepting these Terms you confirm that you are 18 years of age or older.
2. 3.2 Shemesh does not provide services to persons under 18 years of age under any circumstances. Any account found to belong to a person under 18 will be immediately suspended and all associated data deleted in accordance with our Privacy Policy.
3. 3.3 You must be resident or located in a jurisdiction where receiving the Wellness Services is lawful. It is your responsibility to ensure that your use of the Platform does not breach any laws applicable to you.
4. 3.4 You must provide accurate, complete, and current information when creating your account and must keep such information updated. Shemesh is entitled to rely on the information you provide.
5. 3.5 You are responsible for maintaining the confidentiality of your account credentials. You must not share your account with any other person. You are liable for all activity that occurs under your account.
6. 3.6 One account per individual. Multiple accounts to circumvent restrictions are prohibited and constitute material breach.
7. 3.7 Sanctioned Jurisdictions. You may not access the Platform if you are (a) located in, ordinarily resident in, or a national of a Restricted Jurisdiction; (b) listed on any US, UK, EU, or UN sanctions list; or (c) otherwise prohibited from receiving services from a US-incorporated entity under applicable export control or sanctions laws. You warrant on each access that none of these applies.
8. 3.8 No Competitive Use. You may not use the Platform (a) to provide services to any third party; (b) to conduct competitive research or benchmarking; (c) to develop, train, or improve any competing platform or AI/ML model; or (d) for any commercial purpose other than your own personal wellness use.
9. 3.9 No Licensed Mental Health Practice — All Jurisdictions. You acknowledge and accept that the Wellness Services are not licensed mental health treatment, psychology, psychotherapy, counselling, social work, marriage and family therapy, or any other regulated clinical practice in any jurisdiction, including without limitation any US state, the United Kingdom, the State of Israel, or any other country. Professionals are not licensed in any US state, in the United Kingdom, or in the State of Israel as mental health practitioners. Wellness Services are delivered as emotional wellness coaching only, under the wellness coaching, life coaching, and emotional wellness exemptions recognised in most US states and in similar carve-outs in other jurisdictions.

4. NATURE OF THE PLATFORM AND WELLNESS SERVICES — CRITICAL DISCLAIMER

1. 4.1 Platform, Not Provider. Shemesh provides a technology platform. Shemesh is not a healthcare provider, medical practice, therapy service, or regulated mental health service of any kind. Shemesh does not deliver, supervise, or control the professional content of Sessions.
2. 4.2 Independent Service Delivery. All Wellness Services are provided by Professionals as independent emotional wellness professionals operating on their own account. Each Professional is responsible for the professional content, conduct, and quality of their own Sessions.
3. 4.3 Not a Substitute for Clinical Care. The Wellness Services are not a substitute for professional medical advice, diagnosis, or treatment; psychotherapy; counselling; or any regulated mental health treatment.
4. 4.4 Professional Scope Limitation. Although Professionals hold postgraduate qualifications and HPCSA registration in South Africa, they operate on this Platform exclusively as emotional wellness professionals. They are contractually prohibited from providing, via the Platform: clinical diagnosis, prescription advice, psychological treatment, psychotherapy, counselling, clinical risk assessment, crisis intervention beyond signposting, or any other regulated mental health or clinical service in any jurisdiction.
5. 4.5 No Clinical Relationship. Nothing discussed in a Session, and no aspect of your use of the Platform, creates a clinical, therapeutic, counsellor-client, or doctor-patient relationship between you and Shemesh or any Professional.
6. 4.6 No Reliance for Decisions. You use the Platform and the Wellness Services at your own risk and for informational and supportive purposes only. You will not rely on anything discussed in a Session as a basis for any medical, clinical, legal, financial, or other professional decision. Shemesh shall have no liability for any decision you make in reliance on anything discussed in a Session.
7. 4.7 Outcomes. Outcomes vary between individuals. Shemesh makes no representation or warranty that Sessions will produce any particular result.
8. 4.8 Non-Authorisation of Clinical Services. No Professional, employee, contractor, agent, or representative of Shemesh is authorised by Shemesh to provide, and shall not provide via the Platform, any of the following: psychological assessment, psychological treatment, psychotherapy, counselling, clinical risk assessment, crisis intervention beyond signposting, prescription or medication advice, formal psychological formulation, or any other regulated mental health, healthcare, or clinical service in any jurisdiction. If any individual associated with Shemesh purports to provide such services, those services are unauthorised and Shemesh accepts no responsibility or liability for them.
9. 4.9 No HIPAA Covered Entity Status (US Users). Shemesh is not a "Covered Entity," "Business Associate," or "Healthcare Provider" as those terms are defined under the US Health Insurance Portability and Accountability Act (HIPAA) and its implementing regulations. The Wellness Services are not healthcare services within the meaning of HIPAA. Shemesh does not bill US health insurance, Medicare, Medicaid, or any other healthcare payer. Users should not assume that HIPAA protections apply to information disclosed during Sessions or to data stored on the Platform. Data protection is governed by Clause 12 and the Privacy Policy.
10. 4.10 Mental Health Emergency Protocol. If you experience a mental health emergency during your use of the Platform, stop your session immediately and contact emergency services in your country:
    • United Kingdom: 999 (Emergency); 116 123 (Samaritans, 24/7, free); 0300 123 3393 (Mind)
    • United States: 911 (Emergency); 988 (Suicide & Crisis Lifeline, 24/7, free)
    • Israel: 101 (Magen David Adom Emergency); 1201 (ERAN Emotional First Aid, 24/7, free); *5400 (Sahar Crisis Line)
    • Other countries: contact your local emergency services

4A. AI FEATURES

1. 4A.1 The Platform may include AI Features that generate matching outputs, summaries, quality signals, recommendations, or other automated outputs based on User-provided data, Session metadata, questionnaire responses, or related information. Sessions are not recorded by Shemesh, and AI Features will not analyse Session audio or video content unless explicit additional consent is obtained via a separate consent flow.
2. 4A.2 AI-generated outputs are intended to support the operation of the Platform. They do not constitute professional advice and shall not be relied upon as such.
3. 4A.3 Shemesh may use anonymised, de-identified, and aggregated data to train, improve, or evaluate AI Features. We do not sell your personal data and will not use identifiable Session content to train any third-party AI model without your explicit consent.
4. 4A.4 You may opt out of AI Features via your account settings where available.
5. 4A.5 Right to Human Review. (a) UK Users: Under UK GDPR Article 22, where AI is used to make a decision producing a legal or similarly significant effect, you may request human review. (b) Israeli Users: Under Amendment 13 of the Israeli PPL, where automated decision-making is used in connection with ISS, you have similar rights to transparency, explanation, and human review. (c) US Users (California): Under CPRA, California Residents have rights regarding automated decision-making technology as those rights become effective under regulation.

5. STATUS OF PROFESSIONALS — INDEPENDENT CONTRACTORS

1. 5.1 All Professionals are independent contractors of Shemesh. They are not employees, workers, agents, partners, joint venturers, or representatives of Shemesh for any purpose.
2. 5.2 Shemesh does not employ Professionals, does not supervise their professional practice, does not direct or control the content of their Sessions, and is not vicariously liable for the acts or omissions of Professionals.
3. 5.3 Each Professional is individually and contractually responsible for: (a) maintaining HPCSA registration in good standing; (b) maintaining valid professional indemnity insurance with minimum cover of ZAR 2,000,000 per claim, with international practice endorsement explicitly covering UK, US, and Israeli clients; (c) complying with their professional scope of practice; (d) the professional content and quality of their Sessions.
4. 5.4 Each Professional is required to indemnify Shemesh for any claim arising from their delivery of Wellness Services. Claims arising from the professional conduct of a Professional should be brought against the Professional and/or their professional indemnity insurer, not Shemesh. Shemesh will, on reasonable request, provide a User with the contact details needed to bring such a claim.
5. 5.5 Shemesh's curation of Professionals does not constitute an endorsement of any individual Professional's services, a representation of their suitability for you, or a guarantee of any particular standard of care.
6. 5.6 If you have a complaint about a Professional's professional conduct, you may: (a) report it to Shemesh at info@shemesh-therapy.com; (b) report it directly to the HPCSA at www.hpcsa.co.za; (c) where applicable, contact the Professional's professional indemnity insurer directly.
7. 5.7 Shemesh reserves the right to remove any Professional from the Platform at its absolute discretion.

6. SUBSCRIPTION, FEES, AND PAYMENT

B2C Direct Subscribers

1. B2C Users subscribe to the Platform directly. Subscription pricing is set out on the Platform at the time of subscription.
2. All payments are processed by Stripe. By subscribing you agree to Stripe's terms at stripe.com/legal. Shemesh does not store payment card details. Shemesh may place an authorisation hold or test charge of up to £1 / $1 / NIS 5 (or local-currency equivalent) on your payment method to verify validity. Any test charge is reversed once verified.
3. Subscriptions renew automatically at the end of each billing period unless cancelled in accordance with Clause 6.10 or 6.13.
4. All Subscription Fees are stated inclusive of VAT, sales tax, or local equivalents where applicable.

Employer-Sponsored Users

5. Employer-Sponsored Users access the Platform via Subscription or per-service basis paid by their Employer. The Employer is responsible for payment.
6. If your Employer's subscription lapses, your access is suspended.
7. Employer-Sponsored Users may be offered conversion to a B2C subscription at then-current rates after Employer access ends.

Payment Failures

8. If a payment fails, Shemesh will notify you and your ability to book new Sessions will be suspended. Shemesh may retry per Stripe's standard schedule. If unpaid for more than 14 days, Shemesh may suspend or terminate your access.

Cancellation, Refunds, and Statutory Rights

9. No refunds for delivered Sessions. Sessions already attended and delivered are non-refundable. Sessions purchased and not yet delivered remain available until the end of the current billing period, after which any unused Sessions expire without refund unless statutory cancellation rights apply.
10. Cancellation — All Users. B2C Users on monthly Subscriptions may cancel at any time via: (a) In-Platform cancellation button — accessible in your account settings (one-click); (b) Email to info@shemesh-therapy.com. In compliance with US Federal Trade Commission Section 5 standards, applicable US state Automatic Renewal Laws, UK consumer law, and Israeli consumer law, cancellation is at least as easy as signup. Cancellation takes effect at the end of the current billing period.
11. Price Changes. Shemesh may change Subscription Fees from time to time. We will give not less than thirty (30) days' written notice by email and/or in-Platform notification. If you do not agree to the new price, you may cancel before the new price takes effect without penalty. Continued use after the new price takes effect constitutes acceptance.
12. Right to Cancel — Statutory Rights by Jurisdiction. (a) UK Consumers under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 have 14 days from the date of first subscription to cancel without giving any reason. If you request that Sessions begin within the cooling-off period, you acknowledge that you will lose your right to a full refund for Sessions already delivered during that period. (b) Israeli Consumers under the Israeli Consumer Protection Law 1981 have 14 days from the date of the transaction to cancel a distance contract without giving any reason. If you request that Sessions begin within this period, Shemesh may charge for Sessions actually delivered. Cancellation fees, if any, are capped at the lower of (i) 5% of the transaction value, or (ii) NIS 100, in accordance with Israeli law. Israeli consumer rights under the Consumer Protection Law are non-waivable and prevail over any conflicting provision of these Terms. (c) US Consumers: state law varies. Where applicable state law provides a statutory cooling-off period for distance or online services (for example, California's distance contract provisions), those rights apply. Shemesh complies with applicable US state Automatic Renewal Laws including, where applicable, the California, New York, Florida, Illinois, Oregon, and Vermont ARLs. To exercise any cancellation right, email info@shemesh-therapy.com or use the in-Platform cancellation button.
13. Multi-Month Commitment Plans. If you sign up for a Multi-Month Commitment Plan (e.g. 3-month or 6-month plan) at a discounted monthly rate, you commit to the full term. The discounted price is offered in consideration of, and in reliance upon, your commitment to the full term. You may not cancel for convenience prior to the end of the term, except in accordance with your statutory rights under Clause 6.12.
14. Early Termination Fee. If you cancel a Multi-Month Commitment Plan before the end of its term other than under your statutory rights, Shemesh may charge an Early Termination Fee equal to the difference between (a) the discounted monthly price paid, and (b) the standard month-to-month price, multiplied by the number of months remaining in the term. Illustrative example: 6-month plan at £400/month (vs £450/month month-to-month). Cancellation after 2 months: Early Termination Fee = £50 × 4 = £200. The Early Termination Fee represents a genuine pre-estimate of Shemesh's loss (specifically, the loss of the discount conditional on the committed term) and is not a penalty. Jurisdiction-specific limits: (a) UK Consumers: Early Termination Fee enforceable as drafted, subject to UK courts' assessment of reasonableness under Consumer Rights Act 2015 Schedule 2. (b) Israeli Consumers: Where the cancellation falls within the 14-day distance contract cooling-off period under Israeli law, the Early Termination Fee is capped at the lower of (i) 5% of transaction value or (ii) NIS 100, and Shemesh charges only for Sessions actually delivered. Outside the cooling-off period, the Early Termination Fee applies as drafted. (c) US Consumers: Early Termination Fee enforceable as drafted, subject to applicable state consumer protection law. By signing up for a Multi-Month Commitment Plan, you confirm you have read, understood, and accepted this clause.
15. Auto-Renewal of Multi-Month Plans. At the end of a Multi-Month Commitment Plan term, your Subscription auto-renews for the same term length unless you cancel before the end of the current term by giving at least 7 days' written notice via your account settings or to info@shemesh-therapy.com. Shemesh will send a renewal reminder by email at least 14 days before each renewal (and additional reminders as required by applicable US state Automatic Renewal Laws).

Chargebacks and Disputed Payments

16. Pre-Chargeback Contact. If you believe a charge is incorrect or a Session has not been delivered as agreed, you must first contact Shemesh at info@shemesh-therapy.com to attempt good-faith resolution before initiating any chargeback or payment dispute. Shemesh will respond to a good-faith dispute within five (5) Business Days.
17. If you initiate a chargeback without first contacting Shemesh, or if a chargeback is found in bad faith (for example, where the Session was attended and delivered), Shemesh reserves the right to: (a) recover the disputed amount and any chargeback-related fees from you as a debt; (b) suspend or terminate your account; (c) report the matter to credit reference agencies where permitted; (d) recover its reasonable costs of responding.
18. Nothing in Clauses 6.16 or 6.17 limits any statutory right you have as a Consumer, including under the Consumer Rights Act 2015, Section 75 of the Consumer Credit Act 1974, the Payment Services Regulations 2017, the Israeli Consumer Protection Law 1981, US federal or state consumer protection law, or applicable card-scheme rules.

7. PERMITTED AND PROHIBITED USE OF THE PLATFORM

Permitted Use

7.1 You may use the Platform solely for accessing emotional wellness Sessions for your personal, non-commercial wellness support.

Prohibited Conduct

7.2 You must not use the Platform in any way that:

• (a) violates any applicable law in the UK, USA, Israel, South Africa, or any other jurisdiction;
• (b) involves misrepresentation of your identity, age, or eligibility;
• (c) involves sharing your account login with any other person;
• (d) involves recording, transcribing, screenshotting, or reproducing any Session without the prior written consent of the Professional and Shemesh;
• (e) involves harassment, abuse, threats, or discriminatory conduct toward any Professional or other Platform user;
• (f) involves attempting to establish a personal, romantic, or commercial relationship with a Professional outside the Platform;
• (g) No Off-Platform Contact with Professionals. You must not contact, attempt to contact, or engage any Professional outside the Platform for the duration of your engagement and for twelve (12) months following the end of that engagement. This includes email, phone, social media, in-person meetings, or any other channel. Professionals are contractually prohibited from accepting off-platform contact or delivering services to you outside the Platform; if a Professional does so, the engagement is unauthorised and Shemesh accepts no responsibility for it.
• (h) Consequences of Off-Platform Contact. If you engage a Professional outside the Platform in breach of Clause 7.2(g), Shemesh may: (i) immediately terminate your account without refund; (ii) recover from you, as a debt, an amount equal to the Subscription Fees that would have been payable had those services been delivered via the Platform, calculated at Shemesh's then-current rates, for 12 months from the date of breach; (iii) seek injunctive relief; and (iv) pursue any other remedy at law or in equity. The amount recoverable under (ii) is a genuine pre-estimate of Shemesh's loss and is not a penalty.
• (i) involves uploading malicious code, viruses, or disruptive content;
• (j) involves reverse engineering, decompiling, or attempting to extract source code;
• (k) involves using the Platform for commercial purposes, resale, or third parties not covered by valid subscription;
• (l) involves circumventing security features;
• (m) involves automated tools, bots, or scripts;
• (n) involves using the Platform, content, Session metadata, or output to develop, train, or improve a competing platform or AI/ML model.

7.3 Shemesh may immediately suspend or terminate your account without notice for any breach of Clause 7.2.

8. PROFESSIONAL ASSIGNMENT AND SELECTION

1. Shemesh assigns a curated shortlist of Professionals based on availability and stated preferences.
2. You select your preferred Professional from the shortlist. Shemesh does not guarantee any particular Professional will remain available.
3. Shemesh may modify the shortlist at any time without notice.
4. If your selected Professional becomes unavailable, Shemesh will endeavour to provide a replacement within a reasonable period. If no suitable replacement is available within 10 Business Days, you may select an alternative from the pool or may be entitled to a proportionate credit at Shemesh's discretion.
5. Vetting Limitations. Shemesh exercises reasonable care in vetting Professionals for HPCSA and SACSSP registration, professional indemnity insurance, and conduct at onboarding and at annual renewal. Shemesh does not guarantee: (a) accuracy of qualifications information; (b) suitability of any Professional for you; (c) continued validity of any Professional's insurance or HPCSA registration between renewals; (d) the professional standard of any individual Session. Users may verify HPCSA registration at www.hpcsa.co.za.
6. Suitability is Your Responsibility. It is your responsibility to determine whether the selected Professional is suitable for you.