12. Indemnification

The Professional will indemnify, defend, and hold Kara Connect and its affiliates, respective officers, directors, employees, representatives and agents harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses of any kind (including reasonable attorney fees and costs) arising out of or relating to any of the following:

(a) the Professional’s access to or use of the Platform;

(b) the content processed by the Professional or users through the Service;

(c) any actions, including any activity which the Professional or user engages in through the Professional’s account;

(d) the Professional’s violation of any of the provisions of this Agreement or any law;

(e) the Professional’s violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.

(f) The Professional’s and Users’ agreements with Professionals, including but not limited to, any disputes on transactions or the provision by Professionals of services.

(g) Any Professional’s provision of professional services through the Platform

13. No Medical Services By Kara Connect

Kara Connect does not engage in the practice of medicine, enter into physician/patient relationships with any clients or users or provide healthcare and/or medical services in any way. The Platform and any services provided by Kara Connect shall not be considered to be provisions of healthcare and/or medical services. Professionals are entirely responsible for any healthcare and/or medical services they may provide through the use of the platform in case they enter a clinical relationship with their clients.

Treatment provided through the Platform is not intended to replace traditional and/or conventional practice of healthcare or treatment face-to-face or to replace a physician’s independent judgement, but rather to complement traditional treatment. No healthcare services that should require an in-person meeting or physical examination of a patient may be performed through the Platform virtually.. The foregoing shall not prevent Professionals from using the platform to manage the bookings of in-person appointments. Professionals are responsible for advising and recommending their clients to seek face-to-face professional help from a qualified medical professional, if applicable.

Kara Connect provides an online software platform intended to enable coordination and direct communication between Users and independent Professionals. Users may seek professional services, which may include medical or healthcare advice, care, diagnosis or treatment from those independent Professionals.

Kara Connect provides no medical, surgical or healthcare advice, care, diagnosis or treatment. The content of Kara Connect’s services is not and should not be considered the practice of medicine, the provision of medical care, medical advice or a substitute for medical advice (including clinical therapy advice), diagnosis or treatment. Information obtained through the Services must not be used to disregard, avoid or delay obtaining medical advice (including clinical therapy advice) from a qualified healthcare provider.

Use by Professionals or Users of any information received through the Services is solely at their own risk. Any questions regarding a medical condition or for diagnosis and treatment must be brought directly to a qualified healthcare provider.

Professionals are responsible for informing their clients that they must always consult a medical doctor about medical conditions, including but not limited to cases where symptoms persist, or ailments are severe.

Professionals may only provide professional services through the platform for non-emergency matters and cases, never for emergency medical needs. Professionals must instruct their clients to immediately call local emergency services in an emergency.

It is the Professional’s responsibility to inform its employees/intended users of this provision.

14. Independe of Professionals

Professionals providing their services to Users through the platform are independent contractors and are not employed by Kara Connect or any of its affiliates. No agreement between Kara Connect and Professionals creates any partnership, joint venture, agency, franchise, representation or employment relationship in any way. Professionals are not authorised to make or accept any offers or representations on Kara Connect’s behalf.

Any relationship between a Professional and User is established separately and directly with the professional. Kara Connect is not a party to any such relationships, and each professional is solely responsible for any opinion users may receive through access to and use of the Services.

Any opinions or claims expressed by a Professional in connection with the Services are not those of Kara Connect, Kara Connect cannot be held responsible for them, and they cannot be used in any legal dispute against Kara Connect.

Professionals shall not provide users with services other than stated professional services through the platform as agreed upon in the order form.

15. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond their reasonable control, such as a strike, blockade, war, act or terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

16. Termination and Breach of Contract

Either party may terminate this Agreement at any time with one (1

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) month’s notice without providing a reason, subject to any restrictions of this Agreement, including the Order Confirmation.

If the Professional terminates the Agreement before the 15th of the month, the termination will take effect on the last day of the ongoing subscription period (current month + one (1) month). If the Professional terminates the Agreement on or after the 15th of the month, the termination will take effect the day after the subsequent subscription period begins (current month + two (2) months).

When the term of the Agreement expires or the Agreement is terminated for any reason:

1. The Professional will pay to Kara Connect any amounts that have accrued before, and remain unpaid as of the date of the termination or expiration, including those for the billing cycle in which termination occurs and the subsequent cycle, in accordance with the above;

2. Any and all of the Professional’s liabilities to Kara Connect that have accrued before the effective date of the expiration or termination will survive;

3. Licences and use rights granted to the Professional with respect to the Services and intellectual property will immediately terminate;

4. Kara Connect’s obligation to provide any further services to the Professional under this Agreement will immediately terminate, except any such services that are expressly to be provided following expiration or termination of this Agreement; and

If the Professional breaches this Agreement in any way, Kara Connect may, without prejudice to other provisions of this Agreement, take any action as Kara Connect deems appropriate to respond to such breach, including by suspending the Professional’s access to the Services with immediate effect by any means necessary and/or initiate legal proceedings.

Professionals terminating or closing their participation in the Kara Connect Wellbeing Hubs programme must fulfil all previously booked sessions. This requirement ensures continuity of care for clients and upholds the integrity of our service.In exceptional cases where completing the booked sessions is not feasible, professionals are required to immediately contact via email Kara Connect’s Chief Clinical Officer.

Should the Professional breach this Agreement materially, Kara Connect reserves the right to terminate the Agreement with immediate effect, call in all outstanding payments, close the Professional’s account immediately and block the Professional’s access without warning. A material breach includes but is not limited to, any breach of the Professional of its obligations subject to Section “Obligations of the Professional” of this Agreement.

17. Insurance

The Professional represents and warrants that it maintains and will continue to maintain adequate insurance, both customary and as required by any applicable laws and regulations which apply to the provision of their services, including but not limited to applicable professional liability insurance.

18. Assignment

The Professional is not entitled to transfer its rights or obligations under the Agreement to any third party without prior written consent from Kara Connect.

19. Severability

To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. Unless as otherwise stated in the Agreement, should any provision of the Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.

20. Agreement and Variation

The Agreement, including the Order Confirmation, constitutes the entire agreement between the Professional and Kara Connect in relation to its subject matter. It replaces and extinguishes all prior agreements, arrangements, collateral warranties collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written. 
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

21. Dispute Resolution, jurisdiction and choice of law

The parties agree to use their reasonable efforts to settle any dispute, claim, question or disagreement directly through amicable consultation, and good faith negotiations. Should reasonable efforts fail, disputes arising out of or in connection with this Agreement shall be brought to the District Court of Reykjavík, Iceland.

This Agreement is subject to and governed by the laws of Iceland.

22. Notices and Contact

Notices required to be given under this Agreement shall be in writing and can be delivered by e-mail, hand, sent by pre-paid post or recorded delivery post to the other party at its address set out in this Agreement or the Order Confirmation.

The Professional can send notices, and questions about Kara Connect, the Service or this Agreement to Kara Connect via e-mail at support@karaconnect.com

This agreement was last updated on July 15th, 2024.

Kara Connect Wellbeing Hub Terms of Use – Wellbeing Hub Customers

1.INTRODUCTION

These Terms and Conditions (the “Agreement” or “Terms”) apply to all Corporate Customers (“Customer”, “you”) who use Kara Connect’s (“Kara Connect”, “we”, “us”) Wellbeing Hub services (the “Services”). Please read these Terms and Conditions carefully before using the Services. 

Separately from these Terms, Kara Connect’s Privacy Policy, Cookie Policy and Data Processing Agreement govern the provision of Kara Connect’s Services. However, the Customer is not a party to the foregoing documents, and they do not apply to the Customer. 

By electronically signing the Order Form, you represent and warrant that you are duly authorised to accept these Terms on behalf of the Customer and acknowledge that you have read, understood and agree to be legally bound by these Terms in connection with the use of Kara Connect’s Wellbeing Hub Services.

2. DEFINITIONS

2.1. The Wellbeing Hub or the Platform: A customized platform set up and maintained by Kara Connect, in order to connect Professionals providing various professional services to the Customer’s employees. The Platform includes an online work environment and video conferencing system which enables Professionals to perform sessions with Users remotely.

2.2. Authorised Users or Users: the intended beneficiaries who are registered employees of the Customer and therefore permitted by Kara Connect to use the Services subject to this Agreement, any restrictions in an applicable Order Form, and separate customer (User) Terms of Use.

2.4. Professionals: any professional offering their professional services through the Platform. 

2.5. Order Confirmation or Order Form: specification and details of the subscription the Customer wishes to order.

2.6. The Services: All features and functionalities, including websites and user interfaces, as well as all content and software applications associated with the Platform and other services provided to the Authorised Users by Kara Connect.

2.7. Credits: Sponsored sessions with various Professionals the Customer offers to employees and staff. 

3. AGREEMENT

The Agreement becomes binding and effective for any use of the Services by the Customer upon the Customer’s acceptance of the Order Form when the Customer’s representative clicks on the signature of the Order Form. 

The Agreement becomes effective on the date that a valid Order Form is executed and remains in force for the duration of the subscription specified in the Order Form or until terminated in accordance with the provisions of this Agreement.

Kara Connect may modify these Terms to (a) introduce new or improved features, (b) comply with law or regulatory guidance, (c) prevent abuse or address security/privacy risks, or (d) reflect changes in our business or Services.

For any modification that materially affects Customer rights or obligations, Kara Connect will:

• send an email to the administrative contact named in the Order Form and
• display an in-platform banner to Authorised Users 15 calendar days before the change takes effect (“Notice Period”).
• The notice will (i) identify the sections changed, (ii) include a concise summary or red-line, and (iii) state the intended effective date.

Kara Connect may implement urgent changes with shorter notice when required to comply with the law, address critical security, or prevent material harm; in such cases, we will give notice as soon as reasonably practicable.

Kara Connect will notify the Customer through e-mail via sales@karaconnect.com or support@karaconnect.com or the designated success manager. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

 

The current version of these Terms will always be available at https://karaconnect.com/terms with the effective date prominently displayed.

4. PAYMENT TERMS

The price of the Services are specified in the Order Form. Unless otherwise specified in the Order Form, all fees are stated in local currency, exclusive of any applicable taxes, deductions, or withholding, including but not limited to cross-border withholding taxes. Unless otherwise agreed in writing, payment shall be due within thirty (30) calendar days from the date of issuance of an undisputed invoice. 

The Service price depends on a fixed price plus a charge for each session completed by the Authorised Users of the Customer. Kara Connect will send an invoice to the Customer based on the Order Form “Payment Schedule” cadence. 

As the Order Form specifies, the Customer will be billed through invoicing. In case a payment falls through, Kara Connect is authorised to initiate a bank claim for the amount plus additional cost.

Fees are payable as specified in the Order Form and are due upon acceptance of the Agreement. If payment is not received by the deadline, Kara Connect may charge default interest for each overdue day until payment. If a claim is overdue, Kara Connect reserves the right to block Authorised User’s activity within the Service until the overdue fee is paid.  

Failure to pay the subscription fee may result in the termination of this Agreement and suspension of the Authorised User’s access to the Service with immediate effect, including any scheduled sessions and/or future bookings. Suspension will not relieve the Customer of its obligation to pay invoices and/or other fees already payable to Kara Connect for the relevant Order Form.

Kara Connect reserves the right to change the prices included in a particular subscription plan with a 3-month notice before the 12-month term is renewed. Any changes will be notified on the Platform and to the customer’s approved contact.

The Customer accepts the new price by continuing to use the Service after the price change is realised. If the Customer is unwilling to accept the price change, the Customer may unsubscribe from the Service before the price change’s realisation.

Kara Connect reserves the right to charge the Customer for any external expenses Kara Connect suffers to the extent they are caused or requested by the Customer, in accordance with applicable law. This could include security audits, work compliance, or technical functionality specifically requested by and provided for the Customer. 

5. PAYMENTS TO PROFESSIONALS

Under the Wellbeing Hub Platform, the Customer sponsors a specified number of sessions for each Authorised User, to be used with Professionals of the User’s choosing (Credits). These Credits are included in the Customer’s Wellbeing Hub subscription payment. The number of Credits for each Customer is determined in the Order Form. The Customer´s responsible for informing its employees/intended users of the amount of Credits provided.

Once a User has exhausted their credits, the User is liable to pay the Professional directly for each session. It is the Professional’s responsibility to collect a direct payment through Kara Connect from the User for each session after the exhaustion of Customer credits. 

6. USE OF SERVICES

6.1. ELIGIBILITY TO USE

The Customer represents and warrants that any representatives agreeing to this Agreement on its behalf have the authorisation to accept and bind the Customer to this Agreement and the Order Form on its behalf.  

6.2. ACCESS TO KARA CONNECT CONTENT

Subject to the restrictions set out in these Terms, Kara Connect grants to the Authorised Users a non-exclusive, non-transferable license, without the right to grant sublicenses, to access and use the Services during the term of this Agreement. 

6.3 USER SESSIONS CANCELATION POLICY

Under the Wellbeing Hub Platform, the Users must adhere to a minimum cancellation policy of 24 hours in advance of the session start time and date. In the event of cancellation outside this period, the User shall be liable for covering the cost of the session either as part of their credits or as payment following the exhaustion of credits.

7. OBLIGATIONS OF KARA CONNECT

Kara Connect will provide the Services to the Authorised Users in accordance with the information provided in the Customer’s Order Confirmation. Kara Connect will endeavour to ensure that the Services will perform substantially as expected when properly used and on an operating system for which they were designed.

Kara Connect offers professionals that supply services to Authorised Users, a secure workstation where sensitive information and connections are secured. The services to be provided under this Agreement shall be based on the results of an Authorised User survey conducted to identify the specialities and categories that will be supplied and tailored to meet the specific requirements of the User. Such services include access to professionals in the disciplines of mental health, family and relationships, financial support, career advice and physical therapy.

Kara Connect shall make a reasonable effort to ensure the availability of the Services to the Customer and to prevent disruptions to the Services. 

At its discretion, Kara Connect reserves the right to change, suspend, or end the professional offerings provided on the Kara Connect Platform.

Kara Connect is not responsible for disruptions in service availability caused by notified maintenance work on the Platform, force majeure conditions, or the Authorised User’s own circumstances that make it impossible to use the Services or substantially complicate their provision. 

8. OBLIGATIONS OF THE CUSTOMER

Upon acceptance of this Agreement, the Customer represents and warrants that it has sufficient rights to provide Kara Connect with the information contained in the Order Form and ensures that such information is complete and accurate in all material respects. The Customer also commits to regularly introducing and promoting the Services to its employees and new employees. 

The Customer must not (and must not allow any third party to) directly or indirectly:

1. Provide access to the services to an unauthorised third party;
2. Modify or create a derivative work of the Wellbeing Hub platform or any portion of it, or access the Services to build a competitive product or service or copy its features or user interface.
3. Break or circumvent any security measures of the Services or configure the Wellbeing Hub service to avoid incurring fees or in any way disrupt the integrity, performance or security of the services;
4. Exceed the usage limits specified in the Order Confirmation without prior notification to Kara Connect and payment of the associated fees.

For the avoidance of doubt, the Customer shall have no access to any personal data or other information submitted to the Platform by Authorised Users. The Customer will, however, have access to aggregated and non-personally identifiable statistical data regarding the usage of the Wellbeing Hub by Authorised Users.

9. CODE OF CONDUCT

During the term of this Agreement, Kara Connect represents and warrants to the Customer that:

1. It will not disseminate any personal data on the Authorised Users to the Customer without prior, written consent by the relevant Users;
2. The services are conducted with reasonable care and skills in accordance with local laws and regulations applicable to Kara Connect, including all labour law provisions;
3. Kara Connect shall take environmental considerations into account in the conduct of its activities;
4. Kara Connect, as a matter of corporate policy, expressly prohibits payments of bribes as well as facilitation or grease payment and adheres to all applicable laws and regulations in relation to anti-corruption and anti-money laundering;
5. Kara Connect holds itself to the highest ethical and compliance standards, including fundamental human rights, encouraging fair and equal treatment for all persons, the provisions of safe and healthy working conditions, respect for the environment, the adoption of appropriate management systems and the conduct of business in an ethical manner; and
6. Kara Connect does not employ child labour or forced labour or conduct cruel or abusive disciplinary practices in the workplace. It pays its employees at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries where it operates.

10. INTELLECTUAL PROPERTY

Either Party’s ownership of, or any right, title or interest in any Intellectual Property Rights or an item which exists prior to the effective date of this Agreement will not be altered, transferred or assigned by virtue of this Agreement.

The Customer acknowledges that Kara Connect retains all rights, title and interest (including all property rights) in and to the Services and all related or underlying documentation, technology, code, know-how, graphics, user interfaces, logos, trademarks, anything delivered as part of the support of other services, and any updates, modifications or derivative works of any of the foregoing. Kara Connect reserves any licenses not explicitly granted in this Agreement.

The Customer acknowledges that the right to use the Service is licensed (not sold) and that the Customer has no rights in or to the software or the Service. The Customer recognises that the Service and its components are protected by copyright and other laws.

The Service is offered as an online, hosted product. Accordingly, the Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any of the Services and that Kara Connect has sole discretion to make updates, bug fixes, modifications or improvements to the Kara Connect Service from time to time. 

The Customer agrees that Kara Connect may use the Customer’s name and logo on Kara Connect’s websites for use and as a part of a general list of Kara Connect’s customers for use and reference in corporate, promotional and marketing material.

The Customer agrees that Kara Connect may use the Customer’s name, introductory text, and logo on Kara Connect’s websites and as part of a general list of Kara Connect’s customers for use and reference in the wellbeing hub and corporate material. The Customer also agrees that Kara Connect may use the Customer’s name and logo on promotional and marketing material, provided that such use is in accordance with the Customer’s instruction. 

11. DATA PROTECTION

Kara Connect processes the personal data of the Customer’s representatives to provide the Services in accordance with the EU General Data Protection Regulation no. 2016/679 (the ‘GDPR’). Kara Connect has no access to and processes no special categories of data of the Customer’s representatives, as defined in Article 9 of the GDPR, through the provision of its services.

Kara Connect acts as a Data Controller, as defined under the GDPR, for the personal data provided by Users necessary for profile creation on the Service and for personal data provided by the Customer when engaging with its representatives in connection with this Agreement, such as when collecting payment in accordance with the payment terms of this Agreement. 

Kara Connect also acts as a Data Controller when the chat function is used to provide service to the Platform function. The chat function is intended to provide technical assistance, and Users should never provide sensitive information through the chat, i.e. health information, financial information or confidential information. 

Professionals act as Data Controllers for the processing of Users’ personal data for the provision of professional services. In contrast, Kara Connect acts as a data processor on their behalf to host personal data as applicable. Kara Connect and each Professional enter into Data Processing Agreements, and Professionals are responsible for complying with the provisions of the GDPR and providing their services through the Platform to Users. 

For further information on Kara Connect’s handling of personal data and its sub-processors, reference is made to Kara Connect’s Privacy Policy.

12. LIMITATIONS OF LIABILITY

The Services are supplied “as is” and may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. 

Kara Connect is not responsible for defective services, sessions, advice, treatment or the quality of purchased services rendered by Professionals through the Service. 

All warranties, conditions and other terms implied by statute or law are, to the fullest extent permitted by law, excluded from this Agreement.

The Customer acknowledges that the Service has not been developed to meet their individual requirements, whether in terms of compatibility with the Customer’s or Users’ needs and that it is, therefore, the Customer’s responsibility to ensure that the facilities and functions of the Services meet the Customer’s requirements.

Kara Connect shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

(a)  loss of profits, sales, business, or revenue;

(b)  business interruption;

(c)   loss of anticipated savings;

(d)   wasted expenditure;

(e)  loss of business opportunity, goodwill or reputation; 

(f)   any special, indirect, consequential loss, damage, charges or expenses (including punitive damages).

(g) any representation, qualifications, policies or advice of a Professional provided through the Platform

The Customer is solely responsible for any agreements made by it with Professionals in relation to the Services. Kara Connect is not liable in any way for any such agreement made between the Customer and Professional or for enforcing such agreements in any way, including but not limited to fees and the provision by Professionals of their services. 

Kara Connect is not liable for the collection, reporting or payment of any tax matters which the Customer is responsible for.  

13. INDEMNIFICATION

The Customer will indemnify, defend, and hold Kara Connect and its affiliates, respective officers, directors, employees, representatives and agents harmless from and against any claims, losses, causes of action, demands, liabilities, costs or expenses of any kind (including reasonable attorney fees and costs) arising out of or relating to any of the following:

1. the Customer’s access to or use of the Platform;

 

1. the content processed by the Customer through the Service;

(c) any actions, including any activity which the Customer engages in through the Customer’s account;

(d) the Customer’s violation of any of the provisions of this Agreement or any law;

(e) the Customer’s violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.

(f) The Customer’s agreements with Professionals, including but not limited to, any disputes on transactions or the provision by Professionals of services.

(g) Any Professional’s provision of professional services through the Platform

14. CONNECTION TO PROFESSIONAL SERVICES

Kara Connect is an online software platform that enables coordination and direct communication between Users and independent Professionals. Users may seek professional services, including medical or healthcare advice, care, diagnosis or treatment from independent Professionals.

Kara Connect offers the technology to connect Professionals and Users but provides no medical, surgical or healthcare advice, care, diagnosis or treatment. The content of Kara Connect’s services is not and should not be considered a practice of medicine, the provision of medical care, medical advice or a substitute for medical advice (including clinical therapy advice), diagnosis or treatment. Information obtained through the Services must not be used to disregard, avoid or delay obtaining medical advice (including clinical therapy) from a qualified healthcare provider.

Use by Customer or Users of any information received through the Services is solely at their own risk. Any questions regarding a medical condition or for diagnosis and treatment must be brought directly to a qualified healthcare provider.

The Customer acknowledges that coaching and other related services may be provided by persons without a medical license.

Treatment provided through the Platform is not intended to replace traditional and/or conventional healthcare practice or to replace a physician’s independent judgment but rather to complement traditional treatment. No healthcare services that would require an in-person meeting or physical examination of a patient may be performed through the Platform.

Services provided through the Platform shall never constitute the practice of medicine or initiate a physician/patient relationship. No medicines can be prescribed or dispensed through the use of the Platform.

The Service cannot be used for emergency medical needs. In case Users experience a medical emergency, local emergency services must be called.

15. INDEPENDENCE OF PROFESSIONALS

Professionals providing their services to Users through the platform are independent contractors and are not employed by Kara Connect or its affiliates. No agreement between Kara Connect and Professionals creates any partnership, joint venture, agency, franchise, representation or employment relationship in any way. Professionals are not authorised to make or accept any offers or make any representations on Kara Connect’s behalf. 

Any Professional and User relationship is established separately and directly with the Professional. Kara Connect is not a party to any such relationships, and each professional is solely responsible for any opinion users may receive through access to and use of the Services. 

Any opinions or claims expressed by a Professional in connection with the Services are not those of Kara Connect. Kara Connect cannot be held responsible for them and they cannot be used in any legal dispute against Kara Connect. 

16. FORCE MAJEURE

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond their reasonable control, such as a strike, blockade, war, act or terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act. 

17. TERMINATION AND BREACH OF CONTRACT

Should the Customer wish to cancel the agreement, a 3-month notice period will apply. Should the Customer want to add or decrease Credits for their employees, a change will be made to the invoice and confirmed by both parties.

Either party may terminate this Agreement in cases where there is a material breach by its counterparty, with immediate notice, subject to any restrictions of this Agreement, including the Order Form confirmation.

When the term of this Agreement expires, or the Agreement is terminated for any reason:

1. The Customer will pay to Kara Connect any amounts that have accrued before and remain unpaid as of the date of the termination or expiration, including those for the billing cycle in which termination occurs and the subsequent cycle, in accordance with the above;
2. Any and all of the Customer’s liabilities to Kara Connect that have accrued before the effective date of the expiration or termination will survive;
3. Licenses and use rights granted to the Customer with respect to the Services and intellectual property will immediately terminate and
4. Kara Connect’s obligation to provide any further services to the Customer under this Agreement will immediately terminate, except for any such services expressed to be provided following the expiration or termination of this Agreement.

If the Customer breaches this Agreement in any way, Kara Connect may, without prejudice to other provisions of this Agreement, take any action as Kara Connect deems appropriate to respond to such breach, including by suspending the Customer’s access to the Services with immediate effect by any means necessary and/or initiate legal proceedings.

Should the Customer breach this Agreement materially, Kara Connect reserves the right to terminate the Agreement with immediate effect, call in all outstanding payments, close the Customer’s account immediately and block the Customer’s access without warning. A material breach includes but is not limited to, any breach of the Customer of its obligations subject to Section 8 of this Agreement.

18. INSURANCE

The parties represent and warrant that they have in place customary insurance with recognised insurance firms, as applicable.

19. ASSIGNMENT

The Customer is not entitled to transfer its rights or obligations under the Agreement to any third party without prior written consent from Kara Connect. 

20. SEVERABILITY

To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. Unless as otherwise stated in the Agreement, should any provision of the Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law. 

21. AGREEMENT AND VARIATION

The Agreement, including the Order Confirmation, constitutes the entire agreement between the Customer and Kara Connect in relation to its subject matter. It replaces and extinguishes all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written. 

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

22. DISPUTE RESOLUTION, JURISDICTION AND CHOICE OF LAW 

The parties agree to use their reasonable efforts to settle any dispute, claim, question or disagreement directly through amicable consultation and good-faith negotiations. Should reasonable efforts fail, disputes arising from or in connection with this Agreement shall be brought to the relevant jurisdiction of Kara Connect Iceland, District Court of Reykjavík, Iceland, and Kara Connect Ireland, respectively. This Agreement is subject to and governed by the laws of Iceland and Ireland, respectively.

23. NOTICES AND CONTACT

Notices required to be given under this Agreement shall be in writing. They can be delivered by e-mail or hand, as well as by pre-paid post or recorded delivery post to the other party at its address set out in this Agreement or the Order Confirmation.

The Customer can send notices and questions about Kara Connect, the Service or this Agreement to Kara Connect via e-mail at support@karaconnect.com

This Agreement was last updated in June 2025 and Executed by the parties on the date of electronic signature on the specified Order Form.

1. INTRODUCTION

Kara Connect ehf. is a company registered in Iceland under the registration number 640614-0210, with registered office at Skipholt 25, 105 Reykjavík, Iceland.These Terms and Conditions (the “Agreement” or “Terms”) apply to all Users (“Users”, “you”) of Kara Connect’s (“Kara Connect”, “we”, “us”) services. Please read these Terms and Conditions carefully before using the services.In addition to these Terms, Kara Connect’s Privacy Policy and Cookie Policy apply to the provision of Kara Connect’s Services. This Agreement applies to Kara Connect’s services on Kara Connect’s website and other related sites, apps, etc. which Kara Connect may offer in relation to the service.Upon registration, please be advised that you may receive newsletters, marketing content, notifications and other communications from Kara Connect via e-mail. You always have the option to unsubscribe from these communications.By clicking “I accept”, you acknowledge that you have read and understood these terms and agree to be legally bound by them when using Kara Connect’s services.

2. DEFINITIONS

2.1. Users: the intended beneficiaries who are (i) registered employees of an employer who is subscribed to the Wellbeing Hub; and/or (ii) direct clients of Professionals providing their professional services through the Services, and therefore permitted by Kara Connect to use the Services subject to this Agreement.

2.2. The Platform: the platform, including but not limited to the website and related applications, hosted by Kara Connect to connect Authorised Users with Professionals and perform online sessions. The platform includes an online work environment and a video conferencing system.

2.3. The Wellbeing Hub: A customized platform set up and maintained by Kara Connect for employers, in order to connect Professionals providing various professional services to their employees.

2.4. Professionals: any professional offering their professional services through the Platform.

2.5. The Services: All features and functionalities, including websites and user interfaces, as well as all content and software applications associated with Kara Connect’s Wellbeing Hub platform.

3. AGREEMENT

The Agreement remains in force for the duration of the User’s use of the Services.Kara Connect may make changes to this Agreement, the Privacy Policy, Cookie Policy and any other relevant terms at any time for valid reasons, such as improvement of features or to ensure continued compliance with any applicable laws. If material changes are made to the Agreement or other policies, Kara Connect will notify you through the Service and/or by e-mail or text message.In case you object to the changes, you may cease using the Services by deleting your account. If you continue to use the Services after any such changes, you accept the changes to the Agreement and/or policies.

4. PAYMENTS

Users are liable to pay Professionals for sessions. Professionals set their own service terms, prices and payment terms for their Services. Professionals are responsible for collecting payment from you for their services.

Each time a Professional conducts a session with you, where the session is charged by credit or debit card, Kara adds a small fee on top of the price set by the Professional to serve as a payment to Kara Connect for cost of transaction. The fees vary based on the fee schedule Kara Connect’s payment processor, Stripe, as governed in their terms.
If you are a User of the Wellbeing Hub as an employee, your employer may provide you with a limited number of credits to use as payment for sessions with Professionals participating in the Wellbeing Hub. Your employer is responsible for informing you about such credits.

Under the Wellbeing Hub Platform, the Users must adhere to a minimum cancellation policy of 24 hours in advance of the session start time and date. In the event of cancellation within 24 hours or less, the User shall be liable to cover the cost of the session as per the contract terms.Under the Wellbeing Hubs Platform, your entitlement to and usage of credits are contingent upon your active employment status with the organisation participating in the Wellbeing Hub platform. Should you no longer be in employment at any point, your right to use these credits may cease, corresponding with the date and time of the termination of your employment. It is the responsibility of your employer to inform you about the guidelines pertaining to such credits, based on their individual employment terms and conditions. In the event you attend a session after the termination of your employment, the cost of such sessions may be directly charge to you, adhering to the Professional’s terms, as applicable in each specific case.

5. ELIGIBILITY TO USE

You must be over the age of 18 to use the Services. If you are below 18 years old, you need to obtain consent from your parent or guardian before using the Services.
You may only submit and provide information in the Service, to Kara or Professionals, that you have the right to share. You are also obliged to ensure the accuracy of the information you share through the Services.

Under the Wellbeing Hub program, only registered employees of the company that has subscribed to the Wellbeing Hubs program and is sponsoring the credits are eligible to utilize the service. Any unauthorized use may result in legal action.
It is your own responsibility to test your system before a session takes place and to have a stable, high-speed internet connection, a quality camera, microphone, speakers and other equipment necessary to use the Service in an optimal manner.

6. AVAILABILITY OF SERVICES

Kara Connect reserves the right to change, suspend or end the Services at its own discretion.

Kara Connect is not responsible for disruption of availability to the Service in case of maintenance work of the Services, force majeure conditions or the User’s own circumstances which make is impossible to use the Services or substantially complicates the provision of the Services.

Kara Connect reserves the right to restrict, suspend or terminate the User’s account or access to the Services at any time without providing notice or cause, for any reason Kara Connect deems necessary to protect their business interests.

7. ACCEPTABLE USE

You may not use the Services (and must not allow any third party) directly or indirectly:

In any way that breaches any applicable local, national or international law or regulations,
In any way that is unlawful, misleading or fraudulent or has any unlawful, misleading or fraudulent purpose or effect,

For the purpose of harming, attempting to harm, insult, intimidate, threaten or humiliate any person in any way,

To provide access to the services to an unauthorised third party;

To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam)

To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware,

In any way that involves harassment, abuse, privacy invasion, threats, vulgarity, obscenity, racism, sexual exploitation or abuse or any potentially harmful content

To upload terrorist content

You also agree not to:

Reproduce, duplicate, record, copy or re-sell any part of our site,
Access without authority, interfere with, damage or disrupt any part of the Services,
Modify or create a derivative work of the Services or any portion of them
Reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to the Services, except to the extent expressly permitted by applicable law and then only with advance notice in writing to Kara Connect;
Collect, use and disclose data that violates any third-party rights, including privacy, publicity rights and intellectual property rights;
Share passwords or any other security information associated with your account

Kara Connect reserves the right to report any misuse of the Services which may breach criminal law to law enforcement.

8. INTELLECTUAL PROPERTY AND FEEDBACK

The User acknowledges that Kara Connect retains all rights, title and interest (including all property rights) in and to the Services, and all related or underlying documentation, technology, code, know-how, graphics, user interfaces, logos, trademarks, anything delivered as part of the support of other services, and any updates, modifications or derivative works of any of the foregoing. Kara Connect reserves any licenses not explicitly granted in this Agreement.

The Service is offered as an online, hosted product. Accordingly, the User acknowledges and agrees that it has no right to obtain a copy of the software behind any of the Service and that Kara Connect has sole discretion to make updates, bug fixes, modifications or improvements to the Kara Connect service from time to time.

Kara Connect has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that the User gives Kara Connect, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Kara’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the User. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Kara’s products or services.)

9. DATA PROTECTION

Kara Connect processes personal data of the User in order to provide the Services, in accordance with the EU General Data Protection Regulation no. 2016/679 (the ‘GDPR’). Kara Connect has no access to and processes no sensitive personal data, as defined in Article 9 of the GDPR, through the provision of its services.Kara Connect acts as a Data Controller within the meaning of the GDPR for the personal information provided by the User necessary to create a profile on the Service and collect payment in accordance with the payment terms of this Agreement.Kara Connect also acts as a Data Controller when the chat function is used for the purpose of providing service to the function of the Platform. The chat function is intended to provide technical assistance, and Users should never provide sensitive information through the chat, i.e. health information, financial information or confidential information.Professionals act as Data Controllers for the processing of personal data of Users for the provision of professional services, whereas Kara Connect acts as a Data Processor on their behalf in hosting the personal data as applicable. Kara Connect and each Professional enter into Data Processing Agreements and Professionals are responsible for complying with the provisions of the GDPR in providing their services through the Platform to Users.For further information on Kara Connect’s handling of personal data and its sub-processors, reference is made to Kara Connect’s Privacy Policy.

10. LIMITATIONS OF LIABILITY

The Services are supplied “as is” and “as available” and may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. Kara is entitled to limit your interactions on and use of the Service. Kara may also restrict, suspend or terminate your account if Kara suspects that you may be in breach of this Agreement or misusing the Service.Any specific professional advice, opinion or treatment given by a Professional through the Service is the sole responsibility of the Professional.The User acknowledges that the Service has not been developed to meet their individual requirements, compatibility with the Users’ needs or otherwise.Kara Connect is not liable in any way for any such agreement made between the User and Professional or for enforcing such agreements in any way, including but not limited to fees and the provision by Professionals of their services.

11. NO MEDICAL SERVICES BY KARA CONNECT

Kara Connect is an online software platform intended to enable coordination and direct communication between Users and independent Professionals. Users may seek professional services, which may include medical or healthcare advice, care, diagnosis or treatment from those independent Professionals.Kara Connect does not engage in the practice of medicine, enter into physician/patient relationships with any clients or users or provide healthcare and/or medical services in any way. The Platform and any services provided by Kara Connect shall not be considered to be provisions of healthcare and/or medical services. Professionals are entirely responsible for any healthcare and/or medical services they may provide through the use of the platform in case they enter a clinical relationship with their clients.The Kara Connect platform itself provides no medical, surgical or healthcare advice, care, diagnosis or treatment. The content of Kara Connect’s services is not and should not be considered practice of medicine, the provision of medical care, medical advice or a substitute for medical advice (including clinical therapy advice), diagnosis or treatment. Information obtained through the use of the Services must not be used to disregard, avoid or delay obtaining medical advice (including clinical therapy advice) from a qualified healthcare provider.Use by Users of any information received through the Services is solely at their own risk. Any questions regarding a medical condition or for diagnosis and treatment must be brought directly to a qualified healthcare provider.The User acknowledges that coaching services and other related services may be provided by persons without a medical license.Treatment provided through the Platform is not intended to replace traditional and/or conventional practice of healthcare, or to replace a physician’s independent judgement, but rather to complement traditional treatment. No healthcare services that would require an in-person meeting or physical examination of a patient may be performed through the Platform virtually. The foregoing shall not prevent Professionals from using the Platform to manage bookings of in-person appointments. It is the Professional’s responsibility to advise and recommend face-to-face professional help from a qualified medical professional, if applicable.Always consult a medical doctor about medical conditions. If symptoms persist or an ailment is severe, you should immediately consult a medical doctor near you.The Service cannot be used for emergency medical needs. In case you experience a medical emergency, including but not limited to suicidal thoughts, local emergency services must be called.The content of, and information provided in connection with, the Services are for informational purposes only and should not be construed as professional advice. No action should be taken based solely upon any information contained in the Services. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

12. INDEPENDENCE OF PROFESSIONALS

Professionals providing their services to Users through the platform are independent contractors and are not employed by Kara Connect or any of its affiliates. No agreement between Kara Connect and Professionals create any partnership, joint venture, agency, franchise, representation or an employment relationship in any way. Professionals are not authorised to make or accept any offers or make any representations on Kara Connect’s behalf.Any relationship between a Professional and User is established separately and directly with the professional. Kara Connect is not a party to any such relationships and each professional is solely responsible for any opinion or advice users may receive through access to and use of the Services.Any opinions or claims expressed by a Professional in connection with the Services are not those of Kara Connect, Kara Connect cannot be held responsible for them and they cannot be used in any legal dispute against Kara Connect.

13. WELLBEING HUBS PERFORMANCE DATA REPORTING

We may collect, use and share Aggregated Data such as statistical or demographic data for any purpose, in each case without directly or indirectly revealing your identity. Aggregated Data could be derived from any of your personal data. For example, we may keep an anonymous, aggregated record of the number of Sessions used from an allowance purchased by a particular employer so that we can share this with the employer without revealing who has been using the Sessions.However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with our Privacy Policy.Other than any information you choose to share with us, we do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.Where we need to collect personal data by law, or under the terms of a contract we have with you, and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to arrange the Professionals Services). In this case, we may have to cancel the contract you have with us but we will notify you if this is the case at the time. Additionally, these aggregated reports may be used for external research and analysis to identify trends and inform broader wellbeing strategies, whilst ensuring confidentiality and privacy.You should not supply any other person’s personal data to us unless you have their permission and you are responsible for any data protection, confidentiality or privacy implications of doing so.

14. WELLBEING INDEX

Under our Wellbeing Hub program, you have an option to participate in a survey to assess your mental health and overall wellbeing (“Wellbeing Index”). Participation is voluntary, and the data processed is based on your consent. Your individual Wellbeing Index Score is kept confidential and is not shared with your employer. Additionally, these aggregated reports may be used for external research and analysis to identify trends and inform broader wellbeing strategies, whilst ensuring confidentiality and privacy. For more detailed information, please refer to the corresponding clause in our Privacy Policy under ‘Clients of professionals through the service’.

Kara Connect Wellbeing Hub Terms of Use
Starter Hub

INTRODUCTION

These Terms and Conditions (the “Agreement” or “Terms”) apply to all Corporate Customers (“Customer”, “you”) who use Kara Connect’s (“Kara Connect”, “we”, “us”) Wellbeing Hub services (the “Services”). Please read these Terms and Conditions carefully before using the Services.

Separately from these Terms, Kara Connect’s Privacy Policy, Cookie Policy and Data Processing Agreement govern the provision of Kara Connect’s Services. However, the Customer is not a party to the foregoing documents, and they do not apply to the Customer.
By electronically signing the Order Form, you represent and warrant that you are duly authorised to accept these Terms on behalf of the Customer and acknowledge that you have read, understood and agree to be legally bound by these Terms in connection with the use of Kara Connect’s Wellbeing Hub Services.

DEFINITIONS

2.1. The Wellbeing Hub or the Platform: A customized platform set up and maintained by Kara Connect, in order to connect Professionals providing various professional services to the Customer’s employees. The Platform includes an online work environment and video conferencing system which enables Professionals to perform sessions with Users remotely.
2.2. Authorised Users or Users: the intended beneficiaries who are registered employees of the Customer and therefore permitted by Kara Connect to use the Services subject to this Agreement, any restrictions in an applicable Order Form, and separate customer (User) Terms of Use.
2.4. Professionals: any professional offering their professional services through the Platform.
2.5. Order Confirmation or Order Form: specification and details of the subscription the Customer wishes to order.
2.6. The Services: All features and functionalities, including websites and user interfaces, as well as all content and software applications associated with the Platform and other services provided to the Authorised Users by Kara Connect.
2.7. Credits: Sponsored sessions with various Professionals the Customer offers to employees and staff.

AGREEMENT

The Agreement becomes binding and effective for any use of the Services by the Customer upon the Customer’s acceptance of the Order Form when the Customer’s representative clicks on the signature of the Order Form.
The Agreement becomes effective on the date that a valid Order Form is executed and remains in force for the duration of the subscription specified in the Order Form or until terminated in accordance with the provisions of this Agreement.

Kara Connect may modify these Terms to (a) introduce new or improved features, (b) comply with law or regulatory guidance, (c) prevent abuse or address security/privacy risks, or (d) reflect changes in our business or Services.

For any modification that materially affects Customer rights or obligations, Kara Connect will:
send an email to the administrative contact named in the Order Form and
display an in-platform banner to Authorised Users 15 calendar days before the change takes effect (“Notice Period”).
The notice will (i) identify the sections changed, (ii) include a concise summary or red-line, and (iii) state the intended effective date.
Kara Connect may implement urgent changes with shorter notice when required to comply with the law, address critical security, or prevent material harm; in such cases, we will give notice as soon as reasonably practicable.
Kara Connect will notify the Customer through e-mail via sales@karaconnect.com or support@karaconnect.com or the designated success manager. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

The current version of these Terms will always be available at https://karaconnect.com/terms with the effective date prominently displayed.

PAYMENT TERMS
The price of the Services are specified in the Order Form. Unless otherwise specified in the Order Form, all fees are stated in local currency, exclusive of any applicable taxes, deductions, or withholding, including but not limited to cross-border withholding taxes. Unless otherwise agreed in writing, payment shall be due within thirty (30) calendar days from the date of issuance of an undisputed invoice.
The Service price depends on a fixed price plus a charge for each session completed by the Authorised Users of the Customer. Kara Connect will send an invoice to the Customer based on the Order Form “Payment Schedule” cadence.
As the Order Form specifies, the Customer will be billed through invoicing. In case a payment falls through, Kara Connect is authorised to initiate a bank claim for the amount plus additional cost.
Fees are payable as specified in the Order Form and are due upon acceptance of the Agreement. If payment is not received by the deadline, Kara Connect may charge default interest for each overdue day until payment. If a claim is overdue, Kara Connect reserves the right to block Authorised User’s activity within the Service until the overdue fee is paid.
Failure to pay the subscription fee may result in the termination of this Agreement and suspension of the Authorised User’s access to the Service with immediate effect, including any scheduled sessions and/or future bookings. Suspension will not relieve the Customer of its obligation to pay invoices and/or other fees already payable to Kara Connect for the relevant Order Form.
Kara Connect reserves the right to change the prices included in a particular subscription plan with a 3-month notice before the 12-month term is renewed. Any changes will be notified on the Platform and to the customer’s approved contact.
The Customer accepts the new price by continuing to use the Service after the price change is realised. If the Customer is unwilling to accept the price change, the Customer may unsubscribe from the Service before the price change’s realisation.
Kara Connect reserves the right to charge the Customer for any external expenses Kara Connect suffers to the extent they are caused or requested by the Customer, in accordance with applicable law. This could include security audits, work compliance, or technical functionality specifically requested by and provided for the Customer.
PAYMENTS TO PROFESSIONALS
Under the Wellbeing Hub Platform, the Customer sponsors a specified number of sessions for each Authorised User, to be used with Professionals of the User’s choosing (Credits). These Credits are included in the Customer’s Wellbeing Hub subscription payment. The number of Credits for each Customer is determined in the Order Form. The Customer´s responsible for informing its employees/intended users of the amount of Credits provided.
Once a User has exhausted their credits, the User is liable to pay the Professional directly for each session. It is the Professional’s responsibility to collect a direct payment through Kara Connect from the User for each session after the exhaustion of Customer credits.
USE OF SERVICES
6.1. ELIGIBILITY TO USE
The Customer represents and warrants that any representatives agreeing to this Agreement on its behalf have the authorisation to accept and bind the Customer to this Agreement and the Order Form on its behalf.
6.2. ACCESS TO KARA CONNECT CONTENT
Subject to the restrictions set out in these Terms, Kara Connect grants to the Authorised Users a non-exclusive, non-transferable license, without the right to grant sublicenses, to access and use the Services during the term of this Agreement.
6.3 USER SESSIONS CANCELATION POLICY
Under the Wellbeing Hub Platform, the Users must adhere to a minimum cancellation policy of 24 hours in advance of the session start time and date. In the event of cancellation outside this period, the User shall be liable for covering the cost of the session either as part of their credits or as payment following the exhaustion of credits.
OBLIGATIONS OF KARA CONNECT
Kara Connect will provide the Services to the Authorised Users in accordance with the information provided in the Customer’s Order Confirmation. Kara Connect will endeavour to ensure that the Services will perform substantially as expected when properly used and on an operating system for which they were designed.
Kara Connect offers professionals that supply services to Authorised Users, a secure workstation where sensitive information and connections are secured. The services to be provided under this Agreement shall be based on the results of an Authorised User survey conducted to identify the specialities and categories that will be supplied and tailored to meet the specific requirements of the User. Such services include access to professionals in the disciplines of mental health, family and relationships, financial support, career advice and physical therapy.
Kara Connect shall make a reasonable effort to ensure the availability of the Services to the Customer and to prevent disruptions to the Services.
At its discretion, Kara Connect reserves the right to change, suspend, or end the professional offerings provided on the Kara Connect Platform.
Kara Connect is not responsible for disruptions in service availability caused by notified maintenance work on the Platform, force majeure conditions, or the Authorised User’s own circumstances that make it impossible to use the Services or substantially complicate their provision.
OBLIGATIONS OF THE CUSTOMER
Upon acceptance of this Agreement, the Customer represents and warrants that it has sufficient rights to provide Kara Connect with the information contained in the Order Form and ensures that such information is complete and accurate in all material respects. The Customer also commits to regularly introducing and promoting the Services to its employees and new employees.
The Customer must not (and must not allow any third party to) directly or indirectly:
Provide access to the services to an unauthorised third party;
Modify or create a derivative work of the Wellbeing Hub platform or any portion of it, or access the Services to build a competitive product or service or copy its features or user interface.
Break or circumvent any security measures of the Services or configure the Wellbeing Hub service to avoid incurring fees or in any way disrupt the integrity, performance or security of the services;
Exceed the usage limits specified in the Order Confirmation without prior notification to Kara Connect and payment of the associated fees.
For the avoidance of doubt, the Customer shall have no access to any personal data or other information submitted to the Platform by Authorised Users. The Customer will, however, have access to aggregated and non-personally identifiable statistical data regarding the usage of the Wellbeing Hub by Authorised Users.
CODE OF CONDUCT
During the term of this Agreement, Kara Connect represents and warrants to the Customer that:
It will not disseminate any personal data on the Authorised Users to the Customer without prior, written consent by the relevant Users;
The services are conducted with reasonable care and skills in accordance with local laws and regulations applicable to Kara Connect, including all labour law provisions;
Kara Connect shall take environmental considerations into account in the conduct of its activities;
Kara Connect, as a matter of corporate policy, expressly prohibits payments of bribes as well as facilitation or grease payment and adheres to all applicable laws and regulations in relation to anti-corruption and anti-money laundering;
Kara Connect holds itself to the highest ethical and compliance standards, including fundamental human rights, encouraging fair and equal treatment for all persons, the provisions of safe and healthy working conditions, respect for the environment, the adoption of appropriate management systems and the conduct of business in an ethical manner; and
Kara Connect does not employ child labour or forced labour or conduct cruel or abusive disciplinary practices in the workplace. It pays its employees at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries where it operates.

INTELLECTUAL PROPERTY
Either Party’s ownership of, or any right, title or interest in any Intellectual Property Rights or an item which exists prior to the effective date of this Agreement will not be altered, transferred or assigned by virtue of this Agreement.
The Customer acknowledges that Kara Connect retains all rights, title and interest (including all property rights) in and to the Services and all related or underlying documentation, technology, code, know-how, graphics, user interfaces, logos, trademarks, anything delivered as part of the support of other services, and any updates, modifications or derivative works of any of the foregoing. Kara Connect reserves any licenses not explicitly granted in this Agreement.
The Customer acknowledges that the right to use the Service is licensed (not sold) and that the Customer has no rights in or to the software or the Service. The Customer recognises that the Service and its components are protected by copyright and other laws.
The Service is offered as an online, hosted product. Accordingly, the Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any of the Services and that Kara Connect has sole discretion to make updates, bug fixes, modifications or improvements to the Kara Connect Service from time to time.
The Customer agrees that Kara Connect may use the Customer’s name and logo on Kara Connect’s websites for use and as a part of a general list of Kara Connect’s customers for use and reference in corporate, promotional and marketing material.
The Customer agrees that Kara Connect may use the Customer’s name, introductory text, and logo on Kara Connect’s websites and as part of a general list of Kara Connect’s customers for use and reference in the wellbeing hub and corporate material. The Customer also agrees that Kara Connect may use the Customer’s name and logo on promotional and marketing material, provided that such use is in accordance with the Customer’s instruction.
DATA PROTECTION
Kara Connect processes the personal data of the Customer’s representatives to provide the Services in accordance with the EU General Data Protection Regulation no. 2016/679 (the ‘GDPR’). Kara Connect has no access to and processes no special categories of data of the Customer’s representatives, as defined in Article 9 of the GDPR, through the provision of its services.
Kara Connect acts as a Data Controller, as defined under the GDPR, for the personal data provided by Users necessary for profile creation on the Service and for personal data provided by the Customer when engaging with its representatives in connection with this Agreement, such as when collecting payment in accordance with the payment terms of this Agreement.
Kara Connect also acts as a Data Controller when the chat function is used to provide service to the Platform function. The chat function is intended to provide technical assistance, and Users should never provide sensitive information through the chat, i.e. health information, financial information or confidential information.
Professionals act as Data Controllers for the processing of Users’ personal data for the provision of professional services. In contrast, Kara Connect acts as a data processor on their behalf to host personal data as applicable. Kara Connect and each Professional enter into Data Processing Agreements, and Professionals are responsible for complying with the provisions of the GDPR and providing their services through the Platform to Users.
For further information on Kara Connect’s handling of personal data and its sub-processors, reference is made to Kara Connect’s Privacy Policy.
LIMITATIONS OF LIABILITY
The Services are supplied “as is” and may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
Kara Connect is not responsible for defective services, sessions, advice, treatment or the quality of purchased services rendered by Professionals through the Service.
All warranties, conditions and other terms implied by statute or law are, to the fullest extent permitted by law, excluded from this Agreement.
The Customer acknowledges that the Service has not been developed to meet their individual requirements, whether in terms of compatibility with the Customer’s or Users’ needs and that it is, therefore, the Customer’s responsibility to ensure that the facilities and functions of the Services meet the Customer’s requirements.
Kara Connect shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) wasted expenditure;
(e) loss of business opportunity, goodwill or reputation;
(f) any special, indirect, consequential loss, damage, charges or expenses (including punitive damages).
(g) any representation, qualifications, policies or advice of a Professional provided through the Platform
The Customer is solely responsible for any agreements made by it with Professionals in relation to the Services. Kara Connect is not liable in any way for any such agreement made between the Customer and Professional or for enforcing such agreements in any way, including but not limited to fees and the provision by Professionals of their services.
Kara Connect is not liable for the collection, reporting or payment of any tax matters which the Customer is responsible for.
INDEMNIFICATION
The Customer will indemnify, defend, and hold Kara Connect and its affiliates, respective officers, directors, employees, representatives and agents harmless from and against any claims, losses, causes of action, demands, liabilities, costs or expenses of any kind (including reasonable attorney fees and costs) arising out of or relating to any of the following:
the Customer’s access to or use of the Platform;

the content processed by the Customer through the Service;
(c) any actions, including any activity which the Customer engages in through the Customer’s account;
(d) the Customer’s violation of any of the provisions of this Agreement or any law;
(e) the Customer’s violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.
(f) The Customer’s agreements with Professionals, including but not limited to, any disputes on transactions or the provision by Professionals of services.
(g) Any Professional’s provision of professional services through the Platform
CONNECTION TO PROFESSIONAL SERVICES
Kara Connect is an online software platform that enables coordination and direct communication between Users and independent Professionals. Users may seek professional services, including medical or healthcare advice, care, diagnosis or treatment from independent Professionals.
Kara Connect offers the technology to connect Professionals and Users but provides no medical, surgical or healthcare advice, care, diagnosis or treatment. The content of Kara Connect’s services is not and should not be considered a practice of medicine, the provision of medical care, medical advice or a substitute for medical advice (including clinical therapy advice), diagnosis or treatment. Information obtained through the Services must not be used to disregard, avoid or delay obtaining medical advice (including clinical therapy) from a qualified healthcare provider.
Use by Customer or Users of any information received through the Services is solely at their own risk. Any questions regarding a medical condition or for diagnosis and treatment must be brought directly to a qualified healthcare provider.
The Customer acknowledges that coaching and other related services may be provided by persons without a medical license.
Treatment provided through the Platform is not intended to replace traditional and/or conventional healthcare practice or to replace a physician’s independent judgment but rather to complement traditional treatment. No healthcare services that would require an in-person meeting or physical examination of a patient may be performed through the Platform.
Services provided through the Platform shall never constitute the practice of medicine or initiate a physician/patient relationship. No medicines can be prescribed or dispensed through the use of the Platform.
The Service cannot be used for emergency medical needs. In case Users experience a medical emergency, local emergency services must be called.

INDEPENDENCE OF PROFESSIONALS
Professionals providing their services to Users through the platform are independent contractors and are not employed by Kara Connect or its affiliates. No agreement between Kara Connect and Professionals creates any partnership, joint venture, agency, franchise, representation or employment relationship in any way. Professionals are not authorised to make or accept any offers or make any representations on Kara Connect’s behalf.
Any Professional and User relationship is established separately and directly with the Professional. Kara Connect is not a party to any such relationships, and each professional is solely responsible for any opinion users may receive through access to and use of the Services.
Any opinions or claims expressed by a Professional in connection with the Services are not those of Kara Connect. Kara Connect cannot be held responsible for them and they cannot be used in any legal dispute against Kara Connect.
FORCE MAJEURE
Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond their reasonable control, such as a strike, blockade, war, act or terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
TERMINATION AND BREACH OF CONTRACT
Should the Customer wish to cancel the agreement, a 3-month notice period will apply. Should the Customer want to add or decrease Credits for their employees, a change will be made to the invoice and confirmed by both parties.
Either party may terminate this Agreement in cases where there is a material breach by its counterparty, with immediate notice, subject to any restrictions of this Agreement, including the Order Form confirmation.
When the term of this Agreement expires, or the Agreement is terminated for any reason:
The Customer will pay to Kara Connect any amounts that have accrued before and remain unpaid as of the date of the termination or expiration, including those for the billing cycle in which termination occurs and the subsequent cycle, in accordance with the above;
Any and all of the Customer’s liabilities to Kara Connect that have accrued before the effective date of the expiration or termination will survive;
Licenses and use rights granted to the Customer with respect to the Services and intellectual property will immediately terminate and
Kara Connect’s obligation to provide any further services to the Customer under this Agreement will immediately terminate, except for any such services expressed to be provided following the expiration or termination of this Agreement.
If the Customer breaches this Agreement in any way, Kara Connect may, without prejudice to other provisions of this Agreement, take any action as Kara Connect deems appropriate to respond to such breach, including by suspending the Customer’s access to the Services with immediate effect by any means necessary and/or initiate legal proceedings.
Should the Customer breach this Agreement materially, Kara Connect reserves the right to terminate the Agreement with immediate effect, call in all outstanding payments, close the Customer’s account immediately and block the Customer’s access without warning. A material breach includes but is not limited to, any breach of the Customer of its obligations subject to Section 8 of this Agreement.
INSURANCE
The parties represent and warrant that they have in place customary insurance with recognised insurance firms, as applicable.
ASSIGNMENT
The Customer is not entitled to transfer its rights or obligations under the Agreement to any third party without prior written consent from Kara Connect.
SEVERABILITY
To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. Unless as otherwise stated in the Agreement, should any provision of the Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
AGREEMENT AND VARIATION
The Agreement, including the Order Confirmation, constitutes the entire agreement between the Customer and Kara Connect in relation to its subject matter. It replaces and extinguishes all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
DISPUTE RESOLUTION, JURISDICTION AND CHOICE OF LAW
The parties agree to use their reasonable efforts to settle any dispute, claim, question or disagreement directly through amicable consultation and good-faith negotiations. Should reasonable efforts fail, disputes arising from or in connection with this Agreement shall be brought to the relevant jurisdiction of Kara Connect Iceland, District Court of Reykjavík, Iceland, and Kara Connect Ireland, respectively. This Agreement is subject to and governed by the laws of Iceland and Ireland, respectively.
NOTICES AND CONTACT
Notices required to be given under this Agreement shall be in writing. They can be delivered by e-mail or hand, as well as by pre-paid post or recorded delivery post to the other party at its address set out in this Agreement or the Order Confirmation.
The Customer can send notices and questions about Kara Connect, the Service or this Agreement to Kara Connect via e-mail at support@karaconnect.com
This Agreement was last updated in June 2025 and Executed by the parties on the date of electronic signature on the specified Order Form.

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