Unified provider & business SLA

1. Scope and relationship

This unified service-level agreement (“SLA”) governs the entire relationship between Mindara and each participating provider or business service professional. It replaces separate provider, EAP, messaging, group-session and workplace-event SLAs. It operates with the platform Terms, Privacy Policy, applicable booking terms and professional law. Providers remain independent professionals responsible for clinical judgement, licences, scope and tax obligations unless a written engagement says otherwise.

2. Rates and calculation rules

The versioned rate snapshot attached to this SLA records the rates and rule schedules effective when this version is published. Direct sessions use the provider’s approved mode-specific rate and the applicable commission rule. Package and EAP sessions use Mindara’s fixed profession-bucket rate. Messaging plans allocate the displayed provider share, currently 70% unless a later accepted version or clearly disclosed programme schedule changes it. Group sessions use the approved provider fee. Lectures, motivational sessions and workplace events use the accepted quote and line-item schedule. All calculations use the order currency, two-decimal half-up rounding except zero-decimal currencies, and immutable order or quote snapshots.

Discounts reduce the client charge before percentage commission is calculated unless the locked rule says otherwise. Platform commission, applicable tax on platform services, gateway fees, refunds, penalties, security holds, adjustments and payout deductions are shown separately. Mindara may not silently change a completed order’s locked calculation. Corrections require a traceable adjustment, refund, credit note or reversal.

Mindara’s fee on each booking depends on the session price. The fee table attached to this version shows each price band, its percentage and the minimum fee per booking. The band is picked from the full session price, before any discount. The fee is locked when your client pays and is never more than what your client paid. It applies to sessions your client pays for through Mindara and to sessions your client pays to you directly by UPI; for a direct UPI session the fee is taken from your next payout. If you fund a discount yourself, the fee is worked out on the full price. Mindara will not charge fees other than those in the table attached to the version in force without giving notice of a new version under section 14.

3. Provider responsibilities

• Keep identity, qualifications, registration, insurance where required, service jurisdictions, rates, availability, contact and payout information accurate.
• Work only within competence and legal authority for the client’s physical location.
• Protect confidentiality, obtain informed consent, document care, use secure devices and promptly report suspected privacy or security incidents.
• Deliver the booked mode, duration and scope; communicate respectfully; avoid discrimination, harassment, misleading claims, off-platform solicitation and conflicts of interest.
• Record attendance and completion accurately and cooperate with proportionate quality, safeguarding, complaint, refund, reconciliation and audit reviews.

4. Mindara responsibilities

• Provide reasonable platform availability, access controls, booking records, payment status, service support and understandable financial statements.
• Display the applicable rate or fixed programme fee before participation, retain locked calculation evidence and notify providers of material status changes.
• Apply published rules consistently, protect data using proportionate controls, investigate disputes fairly and preserve required records.
• Not require a provider to deliver a materially different service without consent, except for lawful safety or compliance action.

5. Bookings, rescheduling and attendance

A session is confirmed only after successful payment or valid programme entitlement. Pending-payment holds are temporary and release automatically on failure or expiry. Providers must maintain real availability, acknowledge time-sensitive requests where the workflow requires it, and join punctually. Rescheduling requires the affected party’s agreement unless an emergency rule applies. Attendance, join times, completion and support events may be recorded for access control, payment, quality and disputes; content recording remains off unless separately disclosed and lawfully consented.

6. Cancellations, no-shows, refunds and penalties

The versioned cancellation, refund and penalty schedules form part of this SLA. Timing is calculated against the scheduled start in the booking timezone. A provider-caused cancellation or verified provider no-show can forfeit earnings, fund a client refund and create an additional fixed or percentage penalty up to the configured cap. Client-caused outcomes follow the applicable refund schedule and may preserve some or all provider compensation. No penalty is final without an identifiable rule and ledger entry. Providers may dispute an outcome and administrators may waive or reverse it with reasons and an audit trail.

7. Payouts, deductions and reconciliation

Completed eligible services credit the provider balance after the service-specific hold or completion rule. Payout requires verified KYC, enabled payouts, the configured threshold, no active hold and no conflicting payout batch. Payout schedules may be manual, weekly, fortnightly or monthly. Refund clawbacks, penalties, direct-payment commission due, security holds and approved adjustments are itemised. Failed payouts are restored through compensating ledger entries. Providers must review statements and raise discrepancies promptly; Mindara will preserve the underlying calculation and event history.

8. Messaging response standard

Paid unlimited messaging is asynchronous and is not emergency care. Participating providers must reply within 12 hours to an actionable client message, measured according to the programme clock and documented exceptions. Automated warnings may be sent before or after breach. Repeated unexcused breaches may produce a configured deduction or participation restriction, but safety escalation, approved leave, duplicate/non-actionable messages and system outage exceptions must be reviewed fairly.

9. EAP and employer-funded care

EAP participation is optional and opted in by default at onboarding. Eligible completed sessions pay the fixed profession-bucket rate shown in the current rate snapshot, not a privately negotiated client rate. Opting out stops new EAP discovery and bookings but does not cancel already confirmed work. Employers receive only authorised operational information and de-identified or aggregated reporting unless law or explicit consent permits more.

10. Group sessions and workplace services

Group sessions, workshops, lectures, motivational sessions and other business services require an approved scope, duration, audience, capacity, mode or venue, provider fee, cancellation rule and attendance method. Public and company-funded places follow their recorded entitlement and refund path. Workplace events use the accepted quote and contract snapshot; travel, tax, discounts and add-ons must be separate line items. Providers must not materially vary the agreed scope without approval.

11. Quality, compliance, privacy and security

Providers must follow professional standards, applicable telemedicine and prescribing requirements, safeguarding obligations, advertising rules and Mindara’s privacy and security controls. Access must use individual credentials and multi-factor authentication where required. Patient, employee and business information may be used only for the authorised service. Suspected breach, account compromise, unsafe conduct or material complaint must be reported without avoidable delay. Mindara may pause access or payment where reasonably necessary to investigate risk, with reasons and review.

12. Opt-in, opt-out and service changes

Optional programmes identify their participation setting and effective time. A provider may opt out of new messaging, EAP, group or workplace opportunities from the relevant setting, subject to completing confirmed commitments. Programme-specific eligibility may require verification, a configured rate and current SLA acceptance. Mindara may suspend participation for safety, compliance, quality or repeated service failure after proportionate review.

13. Disputes and service expectations

Providers should respond to operational information requests within two business days and urgent safety or payment-verification requests as soon as reasonably possible. Mindara should acknowledge formal payout, penalty or rate disputes within two business days and provide a reasoned outcome or progress update within ten business days when practicable. Either party must preserve relevant records and act in good faith. Mandatory legal or regulator complaint routes remain available.

14. Effective versions, updates and acceptance

Each published version of this agreement has a version number, a start date, a fingerprint of its text and the rates attached to it. Small clarifications that change nothing material may be published with a short summary of what changed.

Mindara may change its fees, or how your payout is calculated, by giving you at least 7 days’ notice by email and on your dashboard. The notice gives the start date, and the new terms, including the fee table, are shown in your dashboard before they start. You can accept or decline. If you decline before the start date, new bookings stop on the start date; sessions already booked go ahead and are paid on the fee locked when they were paid, and you can accept later to open bookings again. If you do not decline before the start date, the change is marked as accepted on the start date, and continuing to offer or deliver sessions through Mindara after that date confirms your acceptance. You may stop offering new sessions through Mindara at any time. The fee on a booking that is already paid never changes.

Other material changes (for example to responsibilities, deductions, response standards, privacy and security duties or programme scope) are published with a summary and need your acceptance before you take on new work. Acceptance records show the provider, version, time, how it was given, the text fingerprint, and the IP address and device or browser where available. Your history is available to you and to authorised Mindara staff and is kept for audit and dispute purposes.

15. Precedence and survival

The locked order, quote or programme snapshot controls the commercial facts of that transaction. This SLA controls the continuing provider/platform relationship. Mandatory law prevails where inconsistent. Confidentiality, data protection, payment reconciliation, audit, dispute and record-retention duties survive opt-out or termination to the extent required.