These Terms of Service shall apply to Advisors using the Bryohm Platform. As an Advisor, you must agree to and abide by these terms at all times during your use of the Platform.

Terms of Service for Advisor (hereinafter referred to as the “Terms”) constitute an agreement between Hello Hilma AB, corporate registration number 559435-5611, a company incorporated under the laws of Sweden (hereinafter referred to as the “Hello Hilma”), and you as a coach, a counsellor, a therapist or any other individual or company providing its counselling services via the Platform (hereinafter referred to as “you” and “Advisor”).

Hello Hilma provides an online service with marketplace and communication platform for professional advisory services to an online audience, provided as available via a website and mobile applications, currently on www.hellohilma.com and/or the Hello Hilma app on iOS and Android (hereinafter referred to as the “Platform”).

Advisor may offer and provide its professional advisory services to the end-users using the Platform (“End-User”).

These Terms govern Advisor’s use of the Platform and shall apply to all advisors using the Platform.

1.1 Prior to using the Platform to offer counselling sessions to End-Users, Advisor must have read, understood, and accepted these Terms. By checking the box for acceptance of the Terms during the account registration process, you agree to strictly adhere to these Terms and to be legally bound to the Terms in relation to Hello Hilma. Further, Advisor undertakes to carefully read any and all future revisions of or amendments to these Terms and not to use the Platform unless Advisor has read, understood, and accepted such revised or amended Terms.

1.2 If Advisor creates an account on behalf of a company or other legal entity, the Terms shall apply to such company or other legal entity in addition to the Advisor. In such case, Advisor represents and warrants that Advisor has full authority to legally bind Advisor's company to the Terms.

1.3 Hello Hilma may modify and amend the Terms. Such amendments shall enter into effect thirty (30) days from the date when Hello Hilma has provided notice of the changes to Advisor. Such notice can also be provided on the Platform. If Advisor finds that the proposed modifications or amendments encompass a limitation of Advisor’s rights in a way that Advisor cannot accept, Advisor may terminate its account.

1.4 To be able to create an account, accept the Terms and use the Platform as an Advisor, Advisor need to at least be 18 years old. Hello Hilma disclaims any liability related to the use of the Platform by anyone under the age of 18.

1.5 The Terms in effect will be available on the Platform. If you do not agree to these Terms or any updates versions of the Terms, you may not use the Platform.

2.1 Advisor needs to create an account in order to get access to all functionalities on the Platform. Your account is for your sole, personal use. You may not authorize others to use your account and you may not assign or otherwise transfer your account to any other person or entity.

2.2 You are responsible for providing accurate, current, and complete information in connection with your registration and use of the Platform. In relation to Hello Hilma and Hello Hilma’s partners, you are solely responsible for all information communicated or transmitted through the Platform and your account. Information means for example text, pictures, sounds, data, video, and links.

2.3 Advisor is solely responsible for maintaining the confidentiality of login information. Hello Hilma shall have no responsibility for any unauthorized use of Advisor's account. You will inform Hello Hilma as soon as you have reason to believe that your access information may have been shared with a third party. You will be solely responsible for any disclosure of your access information or use thereof by any unauthorized third party.

3.1 You are responsible for your description of your counselling services. The information and data you submit to Hello Hilma must be accurate, truthful, and updated. Hello Hilma reserves the right to verify the information you provide as an Advisor.

3.2 The advice and counselling you provide to End-Users must be of such quality as can be expected from a highly skilled professional provider, as well as in accordance with the applicable ethical and professional standards or as may be adopted from time to time by any regulatory or professional standards body (if any). You will at all times provide the counselling services in accordance with all applicable laws and regulations.

3.3 It is your sole responsibility to ensure that you fulfil all technical requirements as may be required from time to time in order for you to be able to use the Platform and conduct the online meetings, including, but not limited to, (i) a supported computer with an updated web browser or an updated android/iOS device, (ii) connected high definition webcam or camera, (iii) connected microphone, and (iv) high speed internet connection.

3.4 You will respond to the End-User and schedule requests within a reasonable amount of time upon receipt of an End-User’s request.

3.5 Hello Hilma shall make information concerning you, including, without limitation, (i) contact details, (ii) photograph, and (iii) general information about Advisor’s field of practice, available on the Platform.

3.6 The Platform may include rating and/or review functionality. If you leave a rating and/or review, it shall be truthful, factual, polite, and related to an actual experience relevant for the rating/review. The Advisor and Advisor’s counselling services may be rated by End-Users.

4.1 You may not copy the contents of our Platform and you are prohibited from using any technology, method, or scheme to reproduce or mirror all or any portion of the contents of our Platform, nor utilize any other technology, or automated code of any kind, to copy, reproduce or download the contents of our Platform.

4.2 You may not use the Platform to recruit, solicit, or contact Advisors for employment or contracting for a business not affiliated with the Platform.

4.3 You agree not to communicate or publish information that infringes or violates someone else’s right (copyright, trademark, or other intellectual property right), that may violate the integrity of, intimidate or offend another person, that may challenge criminal actions or contain material not permitted by any applicable law or regulation (for example discrimination, racial agitation).

4.4 By posting content to any public or user area of the Platform, you guarantee that you have the right to grant, and you do grant, to Hello Hilma an irrevocable, worldwide license to use, copy, perform, display, reproduce, adapt, modify, and distribute such content and to prepare derivative works of, or incorporate into other works, such content. You further represent and warrant that public posting and use of your content by Hello Hilma will not infringe or violate the rights of any third party. Your use of the Platform, including but not limited to the content you post on the Platform, must be in accordance with the Terms and all applicable laws and regulations.

5.1 When providing your counselling services, you may decide on your counselling fee for your services. When an End-User schedules an appointment, they will pay for the session in advance via the payment service provider Stripe. The final amount presented to the user includes your counselling fee, VAT, booking fee and service fee. Hello Hilma calculates the final amount and any discounts, based on your counselling fee.

5.2 To enable payout to you from Stripe, you must provide Stripe with particulars regarding your payment details. Prior to providing your payment details, you must agree to abide by Stripe’s applicable terms and conditions.

5.3 Hello Hilma may deduct a Platform fee of 10 percent of the counselling fee. If Advisor does not show up to a session or cancels an accepted counselling session, Hello Hilma reserves the right to charge the Advisor a cancellation fee that equals to the booking fee from the cancelled session.

5.4 Advisor holds the financial risk of any refunds and delivery of the advice and is administratively responsible for the transaction and potential refunds. The payment shall be made through Stripe unless otherwise agreed. Hello Hilma reserves the right to correct any errors or mistakes that it makes concerning the payment.

5.5 Payments for the counselling services provided by the Advisor will be available for the Advisor only after a counselling session is completed. Hilma disburses payouts to providers on a daily rolling basis.
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5.6 The fee published by you on the Platform shall be calculated inclusive of VAT and any other applicable taxes. In relation to Hello Hilma, you are solely responsible for any taxes applicable to you, including VAT, arising from your provision of counselling services.

5.7 Hello Hilma may suspend your access to the Platform if any payment remains due. Hello Hilma shall have no liability for delay or damage caused by such cancellation or suspension, and it does not limit our right to claim damages or terminate your account due to lack of payment.

5.8 Hello Hilma and any Advisor are entitled to adjust the prices. The adjusted fees will be posted on the Platform. Any new booking made thereafter will be made according to the updated fees.

6.1 You agree to use the Platform, including the booking tool, as part of your counselling services. You agree to exclusively use the Platform for all counselling services you provide to End-Users that you have acquired through the Platform. When providing counselling (such as video sessions, chat conversations and/or on Platform calls, you agree to solely use the Hello Hilma online tools as provided via the Platform.

7.1 To be able to provide the Platform, Hello Hilma will process personal data attributable to the Advisor. Hello Hilma is the data controller for such processing of personal data. Hello Hilma is committed to maintaining the privacy and security of your personal data. Hello Hilma will only process the information provided from you in accordance with the General Data Protection Regulation (EU 2016/679), also known as the GDPR, and Hello Hilma’s Privacy Policy as available on the Platform. For more information, see Hello Hilma’s full Privacy Policy.

7.2 Hello Hilma will not take part in any counselling sessions or other interaction between you and End-User and will not have access to or save any personal data relating to your counselling. Advisor is the data controller for any personal data processed by the Advisor in conjunction with provision of counselling services. Hello Hilma will not have access to any such personal data.

7.3 You are responsible for the lawful processing of any personal data which may be provided by End-Users and separately saved by you in conjunction with meetings and counselling. Advisor shall only process such personal data in accordance with the General Data Protection Regulation (EU 2016/679), also known as the GDPR. You agree to have a lawful basis for the processing. You represent and warrant that you will maintain the confidentiality of End-Users personal information and shall only be used in accordance with these Terms of Services and consistent with privacy regulation. For the avoidance of doubt, if Advisor extracts personal data from the Platform, Advisor shall be solely responsible for the lawfulness of such processing in accordance with applicable data protection laws (including, without limitation, the General Data Protection Regulation), including any imposed sanctions and liability towards the End-User.

7.4 You agree to indemnify and hold harmless Hello Hilma from all claims and liabilities arising out of your processing of End-User’s personal data.

7.5 Hello Hilma is responsible for your personal data which you provide to Hello Hilma on the Platform, such as information about the advisory services you offer to Clients. Hello Hilma will only use such information in accordance with these Terms of Service, the Hello Hilma’s Privacy Policy and GDPR. Hello Hilma may also provide information to any individual creating an account about our and the Advisors identity and the extent to which messages received are made available for other users on the Platform in accordance with Bulletin Board System (1998:112). You acknowledge that Hello Hilma may collect and use your personal information for the purposes specified in the Privacy Policy.

8.1 The relationship of the parties shall be that of independent contractors. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity, except as specifically provided herein or in a separate agreement. Consequently, you may not claim any rights with regards to salary, social security, or any other similar benefits.

8.2 You or the company you represent must hold a valid certificate for corporate tax in your country of business or provide your services through a self-employment company (Sw. egenanställd). You must pay statutory taxes, fees, and other charges as an independent business.

8.3 You or the company you represent must hold a valid liability insurance for your business.

9.1 The service marks and trademarks “Hello Hilma”, “Hilma” and the Hello Hilma logo are marks owned by Hello Hilma. Except as may be otherwise indicated, any other trademarks, service marks, logos and/or trade names appearing on the Platform are the properties of Hello Hilma or otherwise their respective owners. You acknowledge the rights of Hello Hilma and the respective third parties in those marks and that you may not copy or use any of these marks, logos, or trade names without the prior written permission of the owner.

9.2 Hello Hilma holds all rights, including intellectual property rights, to the Platform and its content, including but not limited to copyright, corporate secrets, know-how and trademarks. Nothing in the Terms, by implication, estoppel or otherwise, is to be interpreted as meaning that the above-mentioned rights, or part thereof, will be transferred to the Advisor. The Advisor is merely granted the limited right to use the Platform for its intended use in accordance with the Terms for as long as the Advisor holds a valid user account.

10.1 This Platform, the information and materials contained and made available through the Platform, including text, graphics, information, links, or other items are all provided “as is” and “as available”. The Platform is provided without warrant of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

10.2 Hello Hilma does not (i) guarantee the accuracy, completeness or usefulness of any information provided on the Platform or through your services or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by you through or on the Platform. Hello Hilma does not warrant that your use of the Platform will be secure, uninterrupted, safe, always available, error-free or will meet your requirements, or that any defects will be corrected.

11.1 Hello Hilma cannot and will not assume any responsibility for or control over the advice you provide by using the Platform, and Hello Hilma recommends that you enter into written agreements with the End-Users you provide with advisory services. Your relationship with End-Users and the counselling you provide shall at all times remain your full responsibility. Further, your use of the Platform is at your own risk.

11.2 You acknowledge and agree that Hello Hilma is not responsible for (i) the accuracy, reliability, timeliness, or completeness of your information, personal data and other data provided by End-Users, or any other data or information provided or received through the Platform, (ii) the results that may be obtained from the use of the Platform, (iii) the provision of your services, or (iv) the cancelling or rescheduling of any appointment booked through the Platform by any End-User. You agree to hold Hello Hilma harmless in the event information stored in the Hello Hilmas system is required to be disclosed by law, or is accidentally or maliciously obtained by a third party. Counselling sessions, calls, audio and/or video will not be stored by Hello Hilma. You are not allowed to keep journal data on the Platform.

11.3 To the maximum extent permitted by law, Hello Hilma is not liable for any damages of any kind arising out of your use of the Platform, or the inability to access or use the Platform, whether caused by Hello Hilma or a third party. You agree that Hello Hilma will not be liable for any indirect, incidental, special, consequential, or exemplary damages, resulting from or relating to: (i) the use or the inability to use the Platform; (ii) advise, statements or conduct of the Advisors; or (iii) any other matter relating to the Platform. You agree that Hello Hilma’s aggregate liability in relation to you for direct damages can never exceed a total amount of SEK 500.

11.4 Any claim arising out of or relating to these Terms and/or your use of the Platform must be commenced within six (6) months from the incident giving rise to the claim; otherwise, such cause of action or claim is permanently barred.

12.1 You agree to indemnify, defend, and hold Hello Hilma harmless from and against any and all claims, losses, expenses, or demands of liability, including but not limited to reasonable attorney’s fees and costs in connection with any claim arising out of your use the Platform and your violation of these Terms.

12.2 You shall indemnify and hold Hello Hilma harmless from any claim, controversy or damages that may arise from any dispute between you and any other user of the Platform and/or End-User.

13.1 You may at any time terminate your use of the Platform and close your account with Hello Hilma. These Terms will apply until your account has been closed. As a consequence of your termination, Hello Hilma will delete all information that can be attributed to you. To close your account, use the functionality as available on the Platform or contact Hello Hilma on the contact details below. You will not receive a refund of any fees upon termination.

13.2 Hello Hilma reserves the right, in its sole discretion and without prior notice, to terminate your account and your ability to use the Platform, without liability for any damages this may cause in relation to you.

13.3 If Advisor’s account has not been used for a period of twelve months or more, the account may be deregistered by Hello Hilma.

14.1 You agree that we may communicate with you by sending electronic mail to the e-mail address you have registered with Hello Hilma or by providing information to you through the Platform, regarding these Terms, the Platform, customer service matters or any other communications related to your use of the Platform.

14.2 Hello Hilma may, at its discretion and at any time, alter, modify, correct, amend, and make all other changes to the Platform, as well as remove access to or terminate the Platform, without prior notice or any liability towards Advisor.

14.3 Hello Hilma may, from time to time perform maintenance of the Platform or experience hardware, software or other problems related to the Platform, resulting in interrupted service, delays, or errors in accessing the Platform. Further, Hello Hilma will attempt to provide prior notice of such interruptions, delays or errors but cannot guarantee that such notice will be provided.

14.4 Hello Hilma reserves the right to, without prior notice and without compensation, remove any content, for example containing inappropriate material and/or in any other way could violate the Terms, applicable laws and regulations and/or may infringe someone else’s intellectual property rights.

14.5 Advisor is not permitted to assign or otherwise transfer its rights and obligations under this Terms. Hello Hilma has the right, without prior obtaining of approval, to assign the Terms to another company in the same company group as Hello Hilma, or a third party in connection with a transfer of part of or all of Hello Hilma’s assets.

14.6 If any part, term, or provision of the Terms are held to be illegal or unenforceable, the validity of the remainder of the Terms will not be affected. Any omission of Hello Hilma to enforce any right under the Terms shall not be regarded as a waiver of such rights. It is expressly understood that all provisions regarding no warranty, limitation of liability and indemnification will remain in full force and effect and shall survive the termination of the Terms.

14.7 The contents of these Terms shall supersede all previous written or oral commitments and undertakings.

15.1 These Terms shall be construed in accordance with and be governed by the laws of Sweden, without regard to its conflict of law provisions.

15.2 Any dispute, controversy or claim arising out of or in connection with these Terms shall be finally settled by Swedish courts, with Stockholm’s district court as the court of first instance.

If you have any questions regarding these Terms and Conditions, please contact:

Hello Hilma AB

Org. no: 559435-5611

E-mail: [email protected]

Address: Katarina Bangata 79, 116 42, Stockholm, Sweden