Practitioner Terms

1. Independent Contractor Relationship

1.1 Status Declaration

You are an independent contractor operating your own spiritual wellness, astrological, or related practice. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship with Pairox Pty Ltd (ACN 154 477 728) (“Healogy.ai,” “we,” “us”). You acknowledge and agree that:

• (a) You control your practice. You determine your own working hours, pricing within the platform’s minimum and maximum bounds, service offerings, and professional methodology. You may accept or decline any booking request without penalty, subject only to good-faith customer communication for declined requests. You set your own availability windows and maximum session limits through the Practitioner Portal.
• (b) You bear financial risk. You are responsible for all expenses of your practice, including equipment, internet connectivity, workspace, insurance, and professional development. You are not entitled to expense reimbursement, minimum guarantees, or income supplementation from Healogy.ai. You are not guaranteed any minimum number of bookings or earnings.
• (c) You operate independently. You may work on other platforms, maintain your own client base, and market your services independently. Healogy.ai does not restrict your ability to serve multiple platforms or clients, and we encourage you to develop diverse revenue sources. You may display your Healogy.ai profile in your broader marketing materials.
• (d) You may delegate. You have the right to engage assistants or, with prior customer consent arranged through the Platform, arrange for a qualified substitute practitioner to deliver a booked session. You remain responsible for any delegate’s compliance with these Terms. Healogy.ai does not unreasonably withhold consent to substitution where the substitute meets all eligibility requirements in Section 2.
• (e) No integration. You are not integrated into Healogy.ai’s business operations. You do not attend Healogy.ai staff meetings, report to Healogy.ai managers, or participate in Healogy.ai’s internal decision-making. Your profile on the Platform is a marketing listing, not an organizational position. You are not presented to customers as a Healogy.ai employee, agent, or representative.
• (f) No employee benefits. You are not entitled to employee benefits of any kind, including but not limited to paid leave, superannuation or pension contributions (except as required by law for your independent status), workers’ compensation, unemployment insurance, or health coverage.

1.2 Multi-Jurisdictional Acknowledgment

You acknowledge that employment and contractor classification laws vary by jurisdiction. The characterization in Section 1.1 represents the parties’ intent and the practical reality of the relationship. If any court or regulator determines that a different classification applies under local law:

• (a) The parties’ rights and obligations under these Terms will be interpreted to preserve the maximum permissible independent contractor arrangement;
• (b) Any provisions that cannot be so preserved will be severed and reformed to the minimum extent necessary to comply with the determination;
• (c) Neither party will be liable to the other for any change in tax, contribution, or benefit obligations resulting from such determination, except to the extent caused by the other party’s misrepresentation or operational practices inconsistent with these Terms;
• (d) Healogy.ai may require you to provide documentation or enter into additional agreements to satisfy local requirements, and your continued use of the Platform constitutes agreement to such reasonable modifications.

1.3 No Exclusivity

These Terms are non-exclusive. You may provide services through any other platform or directly to customers, provided you comply with Section 7 regarding non-circumvention. Healogy.ai does not require minimum hours, exclusive availability, or priority booking rights.

2. Eligibility and Onboarding

2.1 Requirements

To be approved and maintain practitioner status, you must:

• (a) Be at least 21 years of age.
• (b) Provide valid government-issued identity documentation and, where available, professional credential verification during onboarding and upon request for periodic re-verification (maximum every 24 months).
• (c) Disclose all credentials, certifications, training, and affiliations cited on your profile, with supporting evidence available upon request within 5 business days.
• (d) Provide valid tax identification information for your jurisdiction (TIN/EIN for US, ABN for Australia, VAT ID for EU/UK, PAN for India, or equivalent) through the Practitioner Portal.
• (e) Confirm you are not subject to any current sanction, criminal proceeding, or professional-registration suspension that would compromise customer safety.
• (f) Not represent yourself as a licensed medical, mental-health, legal, or financial professional unless you hold current, verifiable registration in your jurisdiction.
• (g) Upload proof of professional indemnity insurance meeting the requirements in Section 9.4, or confirm you operate without such coverage at your own risk.
• (h) Complete the Data Processing Agreement acceptance in Section 6.2 before accessing customer data.

2.2 Ongoing Verification

We may require periodic re-verification of identity, credentials, or tax status. Failure to complete re-verification within 14 days may result in temporary suspension of booking availability.

3. Service Standards

3.1 Professional Delivery

You agree to deliver every booked session on time, professionally, and in accordance with the Community Guidelines and applicable local law.

3.2 Scope of Practice

You must not provide medical diagnosis, prescribe medication, recommend discontinuation of prescribed medication, or promise outcomes that constitute medical, legal, or financial advice. If a customer presents an apparent medical or mental-health emergency, you must immediately refer them to local emergency services and notify Healogy.ai through the Practitioner Portal within 1 hour.

3.3 Technical Requirements

You must maintain a quiet, private, well-lit space for video sessions; ensure adequate internet connectivity (minimum 5 Mbps upload); and be ready at the scheduled session time with camera enabled.

3.4 Non-Discrimination

You must treat every customer with respect regardless of belief system, gender identity, ethnicity, sexual orientation, age, disability, or any other protected characteristic.

3.5 Recording

The Platform does not record sessions. Healogy.ai will not introduce session recording without first updating these Terms, and any recording feature will require the explicit consent of both you and the customer before a session is recorded. You must not record a session yourself, by any means, unless the customer has given explicit consent, and you must handle any such recording in line with Section 6.3.

4. Payments, Revenue Share, and Tax

4.1 Platform Fee

Healogy.ai retains 20% of the gross session fee paid by the customer as a platform fee covering payment processing, marketplace operations, dispute resolution infrastructure, customer acquisition, and technology. You receive 80% less applicable taxes that Healogy.ai is legally required to withhold or report.

4.2 Payout Mechanics

Sections 4.2 to 4.4 change on 1 December 2026. Read the new text

Payouts run on the schedule you choose on your earnings page: weekly, every two weeks or monthly. A payout includes earnings that have cleared their holding period.

4.3 Payment Method

A payout is sent when your cleared balance reaches the minimum you set on your earnings page. Payouts are made through Stripe Connect and currently go to bank accounts in Australia.

4.4 Refunds and Chargebacks

Where a customer is refunded under the Refund Policy, the corresponding practitioner payout is reversed proportionally. For chargebacks initiated by a customer’s card issuer, the reversed amount is debited from your next payout; if your balance is insufficient, the debt is recoverable as a normal commercial debt.

4.5 Tips

Customer tips carry no revenue-share commission and no platform fee. The full tip is credited to you, less nothing, and is released to your available balance after the same clearance window that applies to session earnings. A tip is charged as a separate payment from the session it thanks; refunding a session does not refund a tip, and a tip is refunded only if that separate payment is itself refunded.

4.6 Tax Responsibilities and Healogy.ai’s Limited Role

• (a) Your obligations. You are solely responsible for declaring and paying all income, self-employment, sales, GST, VAT, or similar taxes owed in your jurisdiction. You must maintain accurate records of your platform earnings and expenses.
• (b) Healogy.ai’s collection role. Where required by applicable law, Healogy.ai acts as a collection agent for GST/VAT on platform fees only. Healogy.ai will issue tax invoices or receipts as required by your jurisdiction. You remain responsible for any GST/VAT on your service revenue.
• (c) Annual statement. On request, Healogy.ai will provide an annual statement of gross session fees, platform fees retained, tips, and refunds for your tax reporting.
• (d) US reporting. For US tax purposes, Stripe Connect will issue Form 1099-K where applicable based on your TIN/EIN. You must provide and maintain valid tax identification information. Healogy.ai does not withhold federal or state income taxes.
• (e) India. As a foreign entity without an Indian permanent establishment, Healogy.ai is not required to withhold Indian TDS on your payouts under Sections 194C, 194J, or 194O of the Income Tax Act, 1961. You are responsible for all Indian tax compliance on your platform income, including obtaining a PAN and filing returns.

4.7 Balance Corrections

Where an amount was credited to your balance in error — including a credit that was never backed by a completed customer payment — we may correct your balance by removing it. We will notify you of any such correction and the reason for it. This is not a refund and is not a deduction from money you earned: a correction of this kind only removes an amount that no customer ever paid. Reversals arising from a genuine customer refund or chargeback are governed by 4.4, not this clause.

5. Intellectual Property

5.1 Your Content Ownership

You retain all intellectual property rights in content you create: your bio, profile photos and videos, written guides, original methodologies, and professional insights. This ownership is subject to the limited licence in Section 5.2 and the customer data restrictions in Section 5.5.

5.2 Licence to Healogy.ai

By submitting content to the Platform, you grant Healogy.ai a limited, non-exclusive, non-transferable, royalty-free licence to:

• (a) Host, display, and distribute your content on the Platform for customer discovery and booking purposes;
• (b) Include your content in transactional communications with customers who have booked or inquired about your services;
• (c) Use your content in aggregated, anonymized marketplace analytics and research;
• (d) Retain minimal metadata (not content) for 90 days after termination for dispute resolution and legal compliance purposes.

This licence expires automatically 90 days after termination of these Terms, at which point Healogy.ai will remove your content from active display and delete all copies from production systems, except as required by law or for the minimal metadata retention described above. This licence does not include: sublicensing to third parties for independent use; use in advertising or marketing outside the Platform without your specific written consent; or creation of derivative works for separate commercial exploitation.

5.3 AI Training Prohibition

Healogy.ai will not use your content, session recordings, customer interactions, or any data derived from your practice to train, fine-tune, test, or develop any artificial intelligence or machine learning model, whether for internal or commercial purposes, without your separate, specific, written consent. This prohibition includes:

• (a) Using your content to create synthetic or derivative training data;
• (b) Incorporating your insights, methodology, or style into generative AI outputs;
• (c) Automated analysis of your session patterns for model development;
• (d) Transfer of your content to any third party for AI/ML purposes.

Healogy.ai may use aggregated, anonymized platform data that does not identify you or any individual customer for general service improvement and analytics.

5.4 Session Recordings

The Platform does not currently record sessions (see Section 3.5). If recording is introduced, the rights in any recording will be set out in these Terms before the feature is available.

5.5 Healogy.ai Platform IP

All Platform branding, software, designs, algorithms, and aggregated anonymized analytics belong to Pairox Pty Ltd or its licensors. You may not reverse-engineer, scrape, or use Healogy.ai trademarks without written permission.

5.6 Customer Data Restrictions

Information a customer shares during a session belongs to the customer. You may use it solely to deliver that customer’s sessions. You may not use it for other purposes, including for other customers’ sessions, marketing, or AI training.

6. Confidentiality and Data Protection

6.1 Customer Information Confidentiality

Information disclosed by a customer during a session is confidential. You agree to:

• (a) Not disclose any personally identifying customer information to anyone outside the Platform’s authorised support and trust-and-safety team.
• (b) Take reasonable steps to keep session content secure, including any recording made with the customer’s consent under Section 3.5.
• (c) Not use customer information for any purpose other than delivering the customer’s sessions.

Mandatory-reporting exceptions apply: if a customer’s disclosure involves an active threat to themselves or others, follow Section 3’s emergency-services and Healogy.ai-notification process.

6.2 Data Processing Agreement (Processor Obligations)

You acknowledge and agree that in accessing and processing customer personal data through the Platform, you act as a processor on behalf of Healogy.ai as controller, and the following obligations apply:

• (a) Processing instructions. You will process customer personal data only for the purpose of delivering booked sessions and related customer support, in accordance with Healogy.ai’s documented instructions (these Terms and the Privacy Policy). You will not process customer data for any other purpose, including marketing, research, or AI training.
• (b) Data categories and subjects. You may process: identity and contact information; session booking details; payment confirmation (not card data); session content including video, audio, and chat; and customer-provided context for session preparation. Subjects are the customers who book your services.
• (c) Security measures. You will implement appropriate technical and organizational measures to protect customer data, including: using only Platform-provided tools for session delivery; maintaining secure internet connectivity; not downloading or screen-capturing customer data to personal devices; and immediately reporting any suspected security incident to security@healogy.ai.
• (d) Subprocessors. You may not engage subprocessors without Healogy.ai’s prior written authorization. Stripe Connect (payments) and Healogy.ai’s platform infrastructure providers are pre-authorized.
• (e) Breach notification. You will notify Healogy.ai of any actual or suspected personal data breach within 24 hours of discovery, providing all available details.
• (f) Data subject rights. You will assist Healogy.ai in responding to customer requests to access, correct, or delete their personal data, within 48 hours of Healogy.ai’s request.
• (g) Audit and compliance. You will complete Healogy.ai’s annual data protection questionnaire and cooperate with any audit of your data handling practices with 30 days’ notice.
• (h) Return and deletion. Upon termination, you will return or delete all customer data in your possession within 7 days, and provide certification of deletion if requested.
• (i) Record-keeping. You will maintain records of your processing activities for 3 years post-termination for regulatory inspection purposes.
• (j) Cross-border transfers. Where your processing involves transfers outside the EEA/UK, you agree to the Standard Contractual Clauses (2021/914) as implemented by Healogy.ai.

6.3 Recording Security and Storage Limitations

The Platform does not record sessions (see Section 3.5). If you record a session with the customer’s explicit consent, you must keep the recording in encrypted storage with access limited to you, use it only for the purposes the customer consented to, and share it only with that customer, including by delivering it to them through the Platform’s post-session delivery. Delete your own copies promptly when the customer asks you to or when they are no longer needed for those purposes. What you deliver through post-session delivery belongs to that customer’s record: it stays available to them if you close your account, and it is deleted when they delete theirs.

6.4 Mandatory Reporting Exceptions

Nothing in this Section 6 prevents disclosure required by law, including mandatory reporting of threats to life or safety as specified in Section 3.2.

7. Non-Circumvention

7.1 Permitted Activities

You may operate independently and on other platforms. You may maintain your own client list, website, and marketing. You may accept customers from any source, including customers who previously used Healogy.ai, provided you did not solicit them using Healogy.ai-facilitated information.

7.2 Prohibited Solicitation

During the term of these Terms and for 3 months after termination, you agree:

• (a) Not to directly contact Healogy.ai customers using contact information obtained through the Platform for the purpose of diverting bookings to avoid platform fees;
• (b) Not to provide Healogy.ai-customer contact details to any third-party marketplace for solicitation.

7.3 Organic Discovery Safe Harbor

A customer who finds you through your own marketing, your pre-existing client list, or another platform without your use of Healogy.ai-facilitated contact information may book your services anywhere. The restriction applies only to active solicitation using Platform-obtained contact details.

7.4 Severability

If any restriction in this Section 7 is found unenforceable, it will be read down to the maximum enforceable extent, and the remaining restrictions continue in force.

8. Suspension and Termination

8.1 Practitioner-Initiated Termination

You may pause your practitioner status (decline new bookings) at any time via the Practitioner Portal. You may terminate your relationship with the Platform with 30 days’ written notice to partners@healogy.ai, subject to:

• (a) Completing all sessions booked within 60 days of your notice date;
• (b) For sessions beyond 60 days, offering the customer choice of full refund or transfer to a qualified alternative practitioner with Healogy.ai facilitating matching;
• (c) Providing detailed session notes (with customer consent) to any transfer practitioner to ensure continuity;
• (d) If customer declines transfer, session fee refunded to customer and corresponding payout reversed from your final settlement.

8.2 Healogy.ai-Initiated Termination

We may suspend or terminate your practitioner status:

• (a) Immediately, for safety risk, fraud, illegal conduct, breach of Section 3 (Service standards), or customer-data misuse.
• (b) On 30 days’ notice with cure right, for repeated complaints, persistent late delivery, or breach of these Terms not cured after written warning specifying the breach and required remedy.
• (c) For material platform change, on 60 days’ notice (90 days for category discontinuation affecting active practitioners), with pro-rata compensation for all booked sessions within the notice period that cannot be transferred or fulfilled. Material platform change means: discontinuation of a service category affecting >20% of your bookings; platform business model cessation; regulatory prohibition of your service category; or force majeure event preventing platform operation. We will provide written reasons with specific change documentation.

8.3 Appeal and Independent Review

If you believe a suspension or termination is unwarranted:

• (a) Submit an appeal through Help → Tickets within 14 days of the decision.
• (b) Healogy.ai’s Trust & Safety lead will review and respond within 14 days.
• (c) If unresolved and the termination affects more than AUD 1,000 in pending payouts or more than 30 days of active practitioner status, you may elect independent external review by a mutually agreed arbiter (retired judge, accredited mediator, or industry ombudsman) at Healogy.ai’s cost for the first review. The external arbiter’s recommendation is non-binding but will be considered in good faith by Healogy.ai’s Board before final determination.
• (d) For data-related aspects, you may escalate to the Privacy Officer at privacy@healogy.ai within 30 days.

8.4 Post-Termination Effects

Outstanding payouts are paid on the next normal cycle. Your profile and content licence wind down per Section 5.2. Confidentiality obligations (Section 6) and indemnity obligations (Section 9) survive termination. Data processing obligations per Section 6.2 apply through the return and deletion period.

9. Liability and Indemnity

9.1 Mutual Liability Framework

• (a) Mutual cap. Each party’s total liability under or in connection with these Terms is limited to the greater of: (i) AUD 5,000; or (ii) the total platform fees paid to you by Healogy.ai in the 12 months preceding the event giving rise to the claim. This cap applies to all claims in aggregate, whether in contract, tort, or otherwise.
• (b) Exclusions from cap. The liability cap does not apply to: (i) fraud or wilful misconduct; (ii) statutory non-excludable liabilities (including Australian Consumer Law consumer guarantees, GDPR breaches, and mandatory consumer protection rights); (iii) personal injury or death; (iv) breaches of confidentiality obligations (Section 6); or (v) indemnity obligations under Section 9.2–9.3.
• (c) Mutual exclusion of indirect damages. Neither party is liable for indirect, consequential, incidental, special, or punitive damages, including loss of profits, loss of revenue, loss of opportunity, loss of goodwill, or reputational harm, even if advised of the possibility of such damages.

9.2 Practitioner Indemnity

You agree to indemnify Pairox Pty Ltd, its officers, employees, and contractors against any claim, loss, or cost (including reasonable legal fees) arising from:

• (a) Your material breach of these Terms;
• (b) Your gross negligence or wilful misconduct in delivering a session;
• (c) Your knowing misrepresentation of credentials, certifications, or licensure;
• (d) A third-party claim that your content infringes their intellectual property or privacy rights.

This indemnity does not apply to claims arising from Healogy.ai’s platform failures, Healogy.ai’s breach of these Terms, or ordinary negligence in session delivery.

9.3 Healogy.ai Indemnity

Healogy.ai will indemnify you against any claim, loss, or cost (including reasonable legal fees) arising from:

• (a) A third-party claim that the Platform itself (excluding your content) infringes their intellectual property rights;
• (b) Healogy.ai’s material breach of these Terms;
• (c) Healogy.ai’s gross negligence in platform operations.

This indemnity is subject to the same cap as Section 9.1(a), except for the exclusions in Section 9.1(b).

9.4 Insurance

• (a) Recommended coverage. Healogy.ai strongly recommends that you maintain professional indemnity insurance appropriate to your services and jurisdiction. For in-person services, public liability coverage is recommended. For all practitioners handling customer data, cyber liability coverage is recommended.
• (b) Verification. You must upload current certificates of insurance through the Practitioner Portal during onboarding and annually thereafter. Healogy.ai may suspend booking availability for practitioners with lapsed coverage.
• (c) Healogy.ai’s role. Healogy.ai does not provide insurance coverage for practitioners. Healogy.ai may require proof of cover for service categories involving higher risk.

9.5 Australian Consumer Law and Global Consumer Protection

Nothing in these Terms excludes, restricts, or modifies any right or remedy you have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or equivalent local consumer-protection law where you operate. If any provision of this Section 9 is found to conflict with non-excludable consumer guarantees, that provision will be read down to preserve the maximum permissible limitation consistent with those guarantees.

10. Updates to Terms

10.1 Material Changes

We may update these Terms from time to time. Material changes (revenue-share rate, exclusivity scope, indemnity scope, termination grounds, DPA obligations) take effect 30 days after we notify you via email and the Practitioner Portal.

10.2 Non-Material Changes

Non-material changes (typo fixes, clarifications, additional optional features) take effect when published.

10.3 Practitioner Right to Terminate on Material Disagreement

If you do not agree to a material change, your remedy is to terminate per Section 8.1 before the change takes effect, with all accrued payouts processed on the next normal cycle.

11. Disputes, Governing Law, and Resolution

11.1 Direct Negotiation

If you have a dispute with Healogy.ai, write to partners@healogy.ai with a clear description and proposed resolution. We will respond within 10 business days.

11.2 Privacy Officer Escalation

Unresolved data, privacy, or grievance matters can be escalated to our Privacy Officer at privacy@healogy.ai, who responds within 30 days per the Privacy Policy.

11.3 Mediation

If we cannot resolve a dispute through direct contact, both parties agree to attempt mediation through the Resolution Institute (Australia) or an equivalent institution mutually agreed in writing, before commencing arbitration or court proceedings. Each party bears its own mediation costs. Mediation is not required for claims seeking urgent injunctive relief.

11.4 Binding Arbitration

For disputes exceeding AUD 25,000, or involving intellectual property, data protection, or termination, either party may elect binding arbitration through the Singapore International Arbitration Centre (SIAC) under the SIAC Rules:

• (a) Seat: Singapore;
• (b) Rules: SIAC Rules, with expedited procedure for claims below SGD 250,000;
• (c) Language: English;
• (d) Confidentiality: All proceedings and awards are confidential;
• (e) Enforceability: The award is final and binding, enforceable under the New York Convention.

Arbitration is not required for: (i) claims seeking urgent injunctive relief (which may be brought in any competent court); (ii) statutory claims that cannot be arbitrated under applicable mandatory law; or (iii) small claims within the jurisdictional limit of your local small claims court.

11.5 Governing Law

These Terms are governed by the laws of New South Wales, Australia.

11.6 Mandatory Local Consumer Rights Preservation

This governing law and dispute resolution framework does not limit any mandatory consumer-protection or employment-protection rights you have in your local jurisdiction. If a court or tribunal in your jurisdiction determines that local law applies to a specific claim, that determination prevails for that claim.

11.7 Class Action Waiver (US-Specific)

To the maximum extent permitted by US law, you agree to resolve disputes with Healogy.ai on an individual basis and waive any right to participate in class, collective, or representative actions. If this waiver is found unenforceable, the arbitration agreement in Section 11.4 shall be severed for that dispute, and the remaining terms continue in force.

12. General Provisions

12.1 Entire Agreement

These Terms, together with the documents they reference, are the entire agreement between you and Pairox Pty Ltd regarding the practitioner relationship and supersede any prior arrangement.

12.2 Severability with Reformation

If any provision is held unenforceable, it will be read down or reformed to the maximum enforceable extent, and the remainder continues in force. If reformation is not possible, the provision will be severed.

12.3 No Waiver

Healogy.ai’s failure to enforce a term is not a waiver of that or any other term.

12.4 Assignment

You may not assign these Terms without Healogy.ai’s written consent. Healogy.ai may assign these Terms to a corporate successor on notice.

12.5 Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including: natural disasters, pandemic, government action, internet or telecommunications failures, third-party platform outages (Stripe, AWS), or regulatory prohibitions. The affected party must notify promptly and resume performance when practicable. Either party may terminate if force majeure exceeds 60 days.

12.6 Notices

Notices to Healogy.ai go to partners@healogy.ai. Notices to you go to the email address on your practitioner profile.

13. Contact

For practitioner partnership questions: partners@healogy.ai. For privacy and grievance matters: privacy@healogy.ai.