Introduction

(1) The following Terms of Use (“Terms”) govern the use of the “It’s Complicated” platform, accessible via the website www.complicated.life, for the purpose of searching, contacting, booking appointments, and connecting with mental health professionals, as well as the use of associated community, informational, and collaboration features (“It’s Complicated Platform”), including the use of related services.

(2) These Terms govern the provision of the It’s Complicated Platform by Mittelweg 50 Berlin GmbH, Mittelweg 50, 12053 Berlin, Germany (“It’s Complicated”), as well as the rights and obligations of all parties in connection with the services offered via the It’s Complicated Platform and described in these Terms and the respective Platform Use Agreement. It’s Complicated provides solely the technical infrastructure and directory and does not become a party to any Consulting Agreements concluded via the It’s Complicated Platform.

(3) These Terms apply to the relationship between It’s Complicated and providers who offer professional consulting, therapy, coaching, or other mental health services via the It’s Complicated Platform (“Therapists”), and those who seek such services via the It’s Complicated Platform (“Clients”). Therapists and Clients are collectively referred to as “Users”. Users and It’s Complicated are collectively referred to as the “Parties”.

(4) These Terms are structured in three parts. The “General Terms” section applies to all Users. The “Special Terms – Clients” and “Special Terms – Therapists” sections contain additional provisions that apply exclusively to Clients or Therapists respectively. Where provisions in the “Special Terms – Clients” or “Special Terms – Therapists” sections deviate from the “General Terms”, the provisions in those special sections shall take precedence or supplement the General Terms accordingly.

A. General terms

1. Scope

a) The following “General Terms” section sets out provisions that apply to all Users (i.e. both Therapists and Clients).

b) The version of the Terms published on the It’s Complicated website at the time of conclusion of a Platform Use Agreement shall apply.

2. Definitions

The following definitions apply to the entire contractual relationship between the Parties, with each definition applying equally in the singular and plural (the “Special Terms – Clients” and “Special Terms – Therapists” sections contain additional definitions):

“Consulting Agreement” means the agreement concluded directly between a Client and a Therapist via the It’s Complicated Platform for consulting, coaching, therapy, or other mental health services. This includes all medical, personal, and health-related advice, including diagnoses, coaching, treatments, video consultations, and all other services provided by a Therapist or coach. For the avoidance of doubt: It’s Complicated is not a party to any Consulting Agreement.

“Service-Generated Data” means data or information relating to the provision or use of the It’s Complicated Platform, including activity logs and other data or information about the use of the It’s Complicated Platform. Such data or information may be generated or derived manually by the User or automatically by the It’s Complicated Platform or associated services.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

“It’s Complicated Content Offering” has the meaning set out in the section “Provision of the It’s Complicated Content Offering”.

“It’s Complicated Account” has the meaning set out in the section “Creating an It’s Complicated Account”.

“It’s Complicated Platform” means the It’s Complicated Platform provided by It’s Complicated via the website www.complicated.life, offering various mental health services (as described in the Introduction).

“Material Obligations” has the meaning set out in the section “Limited Liability for Breaches of Material Obligations”.

“It’s Complicated” has the meaning set out in the Introduction.

“User Content” means all content and information generated or uploaded by or on behalf of a User on the It’s Complicated Platform and subsequently published or otherwise made publicly available (whether manually or automatically), including all modifications to such content and information (e.g. text, photos, videos, or hyperlinks to third-party websites). For the avoidance of doubt: Service-Generated Data does not constitute User Content.

“Personal Data” means personal data within the meaning of the GDPR.

“Platform Use Agreement” means an agreement concluded between the Parties (i.e. between a Client and It’s Complicated, or between a Therapist and It’s Complicated), referencing these Terms, for the use of the It’s Complicated Platform and the provision of services offered by It’s Complicated via the It’s Complicated Platform. Platform Use Agreements differ for Clients and Therapists in accordance with these Terms.

“Confidential Information” has the meaning set out in the section “Confidential Information”.

3. General provisions and formation of contract

a) It’s Complicated offers Users the opportunity to use the It’s Complicated Platform in accordance with these Terms, within the framework of a Platform Use Agreement.

b) These Terms exclusively set out the contractual conditions applicable between It’s Complicated and the User for the services offered by It’s Complicated under the Platform Use Agreement. Conditions deviating from these Terms shall only apply if confirmed by It’s Complicated in documented form.

c) Platform Use Agreements between It’s Complicated and a User are concluded with these Terms incorporated, when the User declares acceptance of the offer in text form (i.e. in any readable written format, e.g. by email – “text form”) (e.g. in the course of an electronic registration process for an It’s Complicated Account), and at the latest upon receipt of the services provided by It’s Complicated on the basis of the offer presented to the User (e.g. by activation of the It’s Complicated Account). It’s Complicated shall confirm this to the User promptly in text form. It’s Complicated shall provide the User with appropriate and effective technical means to identify and correct input errors before submitting their contractual declaration (e.g. via “Edit” or “Back” buttons).

d) The It’s Complicated Platform is only available to Users who are of legal age (i.e. at least 18 years old).

e) By concluding a Platform Use Agreement, the User confirms that they have the necessary rights and permissions to enter into it and fulfil the obligations set out therein.

f) The It’s Complicated Platform is only available to Therapists who qualify as entrepreneurs within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, BGB). Clients are consumers within the meaning of Section 13 BGB.

g) It’s Complicated is not obliged to provide services relating to onboarding, training, education, or other ancillary services, unless expressly agreed between the Parties in the Platform Use Agreement. If such services are agreed, they shall be subject to the specific conditions set out in the Platform Use Agreement.

h) Users may use the functionalities of the It’s Complicated Platform – subject to these Terms – both as a Client and as a Therapist. Depending on their role, the relevant provisions of the “General Terms” section and, additionally, the “Special Terms – Clients” or “Special Terms – Therapists” sections shall apply.

4. Relationship between clients and therapists

a) Consulting Agreements, conversations, bookings, and other arrangements are concluded exclusively between the Client and the Therapist. Any claims arising from these relationships must be asserted against the respective contracting party.

b) The Client selects the Therapist at their own responsibility; the Therapist alone is responsible for the provision of services.

c) It’s Complicated provides no warranty and accepts no liability for the services advertised or owed between a Client and a Therapist, and is not obliged to ensure their fulfilment, including attendance at appointments. It’s Complicated also accepts no responsibility for communications sent by Therapists to Clients via communication systems provided by It’s Complicated.

d) The termination of a Platform Use Agreement between It’s Complicated and a User does not affect existing Consulting Agreements between a Client and a Therapist.

5. Services provided by It’s Complicated

5.1 Provision of the It’s Complicated platform and related services

a) The It’s Complicated Platform is an online service in the field of mental health that facilitates connections between Therapists and Clients. It supports the initiation of contact and appointment scheduling in accordance with these Terms and the respective Platform Use Agreement. The It’s Complicated Platform does not itself offer treatment or coaching services and does not become a party to the Consulting Agreements concluded exclusively between Users. The It’s Complicated Platform is not an emergency service.

b) It’s Complicated publishes a directory containing Therapist profiles and relevant information (e.g. biography, qualifications, approach, languages, availability, pricing, and other content).

c) It’s Complicated may offer Clients non-binding suggestions of suitable Therapists based on voluntary information provided (so-called matching). The visibility and ranking of Therapist profiles in the directory are determined by objective criteria, as set out in the section “Key Criteria for Search Result Ranking”.

d) It’s Complicated enables Clients to contact Therapists via the It’s Complicated Platform (e.g. via a contact form) and provides technical functions for appointment scheduling and management (calendar, booking requests, confirmations, rebookings, cancellations). Requests are forwarded to Therapists in accordance with the respective Platform Use Agreement. Online sessions by video or in-person sessions are conducted exclusively between the Therapist and the Client. The specific appointment and service arrangements are made directly between the Therapist and the Client.

e) The It’s Complicated Platform provides a messaging service for direct communication between Therapists and Clients. Where technically available, the It’s Complicated Platform also provides a video function for online sessions. It’s Complicated uses third-party providers for this purpose (e.g. external messaging and video services). Use of these tools is optional. Sessions may also take place outside the It’s Complicated Platform.

f) Fees for services between Therapists and Clients are agreed and settled between those parties. Therapists may invoice outside the It’s Complicated Platform. Where enabled, Therapists may use the billing functions integrated in the It’s Complicated Platform. For technical payment processing, It’s Complicated uses selected payment service providers. Payments by the Client are credited to the Therapist’s account. The payment service provider processes payouts in accordance with its own terms. The amount to be credited is reduced by any platform or application fees in accordance with the membership or pricing model applicable to the Therapist under the respective Platform Use Agreement.

g) It’s Complicated makes the It’s Complicated Content Offering available to Users in accordance with the section “Provision and Use of the It’s Complicated Content Offering”, and allows Users to read various content on topics related to mental health (e.g. articles, event information, or general guidance) and – where technically available – to comment on and discuss such content.

h) It’s Complicated provides, where available, additional technical features (e.g. a notes function for Therapists, internal document and message handling). These functions serve the Therapist’s own work organisation. It’s Complicated does not prescribe how these features are used content-wise.

i) It’s Complicated may make access by Users to certain functions and areas of the It’s Complicated Platform conditional upon the creation of an It’s Complicated Account and approval by It’s Complicated in accordance with the section “Approval and Access to the It’s Complicated Platform”, or may, at its own discretion, attach further conditions, for example relating to the type of use (as a Therapist or as a Client) or the payment of fees.

5.2 Provision of services in accordance with the state of the art

It’s Complicated operates the It’s Complicated Platform in accordance with the current state of the art. It’s Complicated may temporarily restrict the provision of the It’s Complicated Platform and related services where this is necessary due to capacity limitations, the security or integrity of the servers, or the performance of technical measures, and where this serves the proper or improved provision of services or the maintenance of the It’s Complicated Platform. In such cases, It’s Complicated shall take into account the legitimate interests of Users, for example, where possible, by informing Users in advance of any maintenance work.

5.3 Availability of the It’s Complicated platform

It’s Complicated does not guarantee any specific level of availability of the It’s Complicated Platform, but will endeavour to make the It’s Complicated Platform available during operating hours to an extent appropriate for the nature of the service. In the following cases, the It’s Complicated Platform will not be available without this constituting a breach of contract: (i) unavailability due to maintenance work; (ii) unavailability due to circumstances outside the control of It’s Complicated; (iii) unavailability due to a force majeure event.

5.4 Access for own purposes and reservation of rights

Subject to Users’ material compliance with their obligations under these Terms and the respective Platform Use Agreement, Therapists may access the It’s Complicated Platform solely for their own internal business purposes, and Clients solely for personal purposes. The User does not acquire any further rights, in particular in relation to the software, the associated IT services, or any infrastructure services provided in the relevant data centre.

5.5 Point of service delivery

The relevant point of service delivery for the It’s Complicated Platform is the router exit of the data centre used by It’s Complicated. It’s Complicated is not responsible for failures or unavailability of hardware and software components, telecommunications networks, or other networks beyond this point of service delivery.

5.6 Use of subcontractors

It’s Complicated is entitled to have parts of the It’s Complicated Platform provided in whole or in part by suitable subcontractors.

5.7 Backups

Users are solely responsible for archiving information that is accessible via the It’s Complicated Platform and stored by It’s Complicated – which they require for the purposes of evidence preservation, accounting, or other purposes – on a storage medium independent of the It’s Complicated Platform.

5.8 Modifications to the It’s Complicated platform

a) It’s Complicated is entitled to modify or expand the content, structure, and user interfaces of the It’s Complicated Platform where and to the extent that this:

aa) is necessary to maintain security, integrity, or functionality (e.g. to fix disruptions, defend against attacks, or comply with legal requirements);

bb) serves to improve the user experience or introduce new features; or

cc) involves only minor adjustments that do not significantly affect the legitimate interests of the User and are reasonable.

b) It’s Complicated shall inform the User in advance and in good time of material changes (e.g. by email or within the It’s Complicated Platform). For minor or purely technical adjustments, notification at or after implementation is sufficient, provided no disadvantage arises for the User.

c) If, exceptionally, changes result in a more than minor impairment of the User’s legitimate interests, the User may terminate the Platform Use Agreement with extraordinary notice effective as of the date the change takes effect. The right of termination does not apply if It’s Complicated demonstrates that the change was strictly necessary without a reasonable alternative in order to comply with legal requirements or to ensure the security and functionality of the It’s Complicated Platform.

d) In the event of acute security-related or legally required adjustments, It’s Complicated is entitled to implement changes immediately. It’s Complicated shall inform the User at the earliest possible opportunity in such cases.

6. Access to the It’s Complicated platform

6.1 Creating an It’s Complicated account

a) Access to the It’s Complicated Platform and to restricted areas of the It’s Complicated Platform requires the creation of a user account and approval by It’s Complicated (“It’s Complicated Account”). There is no right to approval or use of the It’s Complicated Platform.

b) An It’s Complicated Account is not transferable.

c) When creating an It’s Complicated Account, the User must provide the requested information (e.g. first and last name, email address) and indicate whether they wish to use the It’s Complicated Platform as a Therapist or as a Client. Depending on the type of use requested, additional information must be provided in accordance with these Terms, which is subject to review by It’s Complicated.

d) The User warrants that the information provided when creating an It’s Complicated Account is accurate and complete. If the information provided changes after the creation of the It’s Complicated Account, the User is obliged to update the information in the It’s Complicated Account without delay or to inform It’s Complicated accordingly.

6.2 Activation of users

a) Approval to use the It’s Complicated Platform and the associated conclusion of the Platform Use Agreement takes place through activation of the It’s Complicated Account by It’s Complicated and corresponding notification to the User.

b) All logins are personalised and may only be used by the respective authorised User. The User is obliged to keep their login and password confidential and to protect them from unauthorised access by third parties. If the User suspects misuse by a third party, they shall inform It’s Complicated without delay. Once It’s Complicated becomes aware of unauthorised use, It’s Complicated will block the access of the unauthorised user. It’s Complicated reserves the right to change a User’s login and password; in such a case, It’s Complicated will inform the User without delay.

c) It’s Complicated is entitled to (i) delete It’s Complicated Accounts from incomplete registrations after a reasonable period of time, and (ii) delete It’s Complicated Accounts of Clients that have not been used for an extended period. It’s Complicated will inform the User concerned before deleting such an It’s Complicated Account and will set a reasonable deadline for the User to reactivate the account or complete the registration.

6.3 Suspension of an It’s Complicated account

a) It’s Complicated is entitled to temporarily suspend a User’s access in whole or in part if the User, despite a formal warning and a reasonable deadline to remedy the breach, continues to violate material obligations under the Platform Use Agreement, including these Terms, or applicable law. A formal warning with a deadline is not required if an immediate suspension is necessary for security, legal, or abuse-related reasons, or due to serious misconduct that may damage the reputation of It’s Complicated or significantly disrupt the provision of the It’s Complicated Platform.

b) The duration of a temporary suspension of an It’s Complicated Account or access to the It’s Complicated Platform depends on the circumstances of the individual case, with It’s Complicated taking appropriate account of the User’s legitimate interests.

c) During a justified suspension caused by the User, the obligation to pay any contractually owed fees to It’s Complicated remains unaffected.

d) The suspension of an It’s Complicated Account does not simultaneously constitute termination of the Platform Use Agreement with the User concerned. It’s Complicated may only maintain an access suspension without termination for a reasonable period, up to a maximum of three (3) months.

7. Search result ranking

The order in which search results are displayed on the It’s Complicated Platform is determined by an algorithm. The aim is to show Clients the most relevant results. The weighting of factors may vary depending on the situation.

7.1 Key criteria for search result ranking

The key factors determining the ranking order are in particular:

a) Business relationship with the platform. This includes, among other things, the subscribed plan, the use of certain features (e.g. invoicing via the platform), and a time-limited visibility bonus for new Therapists;

b) Relevance to the search query, e.g. area of expertise, specialisation, price, languages, location, online or in-person sessions, and selected filters;

c) Therapist availability for new Clients;

d) Retention and reliability, for example the proportion of returning Clients.

7.2 Changes to factors and ranking order

The ranking is dynamic and may change, for example due to profile updates or system adjustments. Clients can influence results using filters and sorting options. A full and up-to-date description of the criteria taken into account is available in the help section of the It’s Complicated Platform.

8. Provision and use of the It’s Complicated content offering

8.1 Provision of the It’s Complicated content offering

It’s Complicated provides Users with an information portal via the It’s Complicated Platform containing general guidance on topics related to mental health, including articles, orientations, and community content (e.g. articles, FAQs, events, forum posts) (the “It’s Complicated Content Offering”). Certain functions and areas of the It’s Complicated Content Offering are access-restricted and require the creation of an It’s Complicated Account in accordance with the section “Access to the It’s Complicated Platform”. Content may originate from It’s Complicated, from Therapists, or from Clients. The provisions on User Content in these Terms apply to content posted by Users.

8.2 No specific recommendations for action

The information in the It’s Complicated Content Offering is of a general nature. It does not take into account the individual circumstances of any particular Client and does not constitute a medical or psychotherapeutic diagnosis, therapy, individual instructions for action, or individual advice. It does not replace treatment by a qualified Therapist or doctor. In acute crises or emergencies, Users should contact the local emergency services or the emergency contacts provided on the It’s Complicated website at https://complicated.life/en/emergency-help. Specific consulting services, where offered, are exclusively the subject of the Consulting Agreement between the Therapist and the Client.

8.3 No warranty and right to modify

It’s Complicated provides no warranty or representations regarding the currency, accuracy, or completeness of the information provided. It’s Complicated reserves the right to modify, supplement, or delete in whole or in part any content of the It’s Complicated Content Offering at any time without prior notice.

9. Rights and obligations when using the It’s Complicated platform

9.1 Content rules and moderation

a) Clear rules apply to User Content on the It’s Complicated Platform. The following User Content is prohibited in particular:

aa) User Content that is criminal, glorifies violence, is pornographic, threatening, defamatory, racist, xenophobic, homophobic, aggressive, or harassing (this includes User Content that encourages or incites self-harm or harm to others, or that is otherwise grossly offensive);

bb) sexual or otherwise offensive User Content;

cc) User Content that violates youth protection laws or public decency;

dd) User Content that supports or glorifies terrorism;

ee) User Content that violates applicable law;

ff) false, deceptive, or misleading User Content, including identity fraud or false representation of affiliations (e.g. misrepresentation of qualifications, titles, or licences);

gg) User Content that infringes the rights of third parties, in particular intellectual property rights, personality rights, and data protection rights;

hh) User Content that promotes or encourages unlawful or harmful activities (e.g. unlawful health claims, fraudulent schemes); and

ii) Content that, in the reasonable assessment of It’s Complicated, is obscene, indecent, or potentially damaging to the reputation of It’s Complicated or third parties.

b) Users are solely responsible for the content they post. They shall ensure that their information in profiles, posts, and messages is accurate, up-to-date, and lawful (e.g. professional title, proof of qualifications, service descriptions).

c) It’s Complicated is not obliged to review the lawfulness of User Content or its compatibility with the rights of third parties or these Terms. However, It’s Complicated is entitled to carry out voluntary reviews at its own discretion to detect and identify unlawful or non-compliant content and to take remedial action.

d) Users, authorities, and third parties may report certain User Content and other content to It’s Complicated via the email address support@complicated.life that they believe violates the provisions of this “Content Rules and Moderation” section (to enable effective processing by It’s Complicated, the report should include: (i) a sufficiently reasoned explanation of why the person or entity considers the information in question to be unlawful; (ii) a clear indication of the precise electronic location of the information in question, such as the precise URL or URLs, or, where necessary, further information useful to It’s Complicated for identifying the unlawful content; (iii) the name and email address of the reporting person or entity, unless the information is believed to relate to an offence referred to in Articles 3 to 7 of Directive 2011/93/EU).

e) It’s Complicated is entitled to take the following measures if User Content posted by a User violates statutory provisions, the rights of third parties, or these Terms: (i) deletion of unlawful or non-compliant User Content; (ii) blocking access to certain User Content; (iii) hiding User Content, including from search results; (iv) delaying the publication of User Content; (v) restricting use of the It’s Complicated Platform, in particular the ability to post further User Content; and (vi) subject to the sections “Term and Termination” in the respective sections for Clients or Therapists, temporary or permanent suspension of an It’s Complicated Account.

9.2 Conducting video sessions

Where a Client and a Therapist agree within the framework of a Consulting Agreement to hold an appointment online via the It’s Complicated Platform as a video session, the following provisions apply:

a) It’s Complicated acts solely as a technical intermediary between the User and the Therapist, enabling video transmission and electronic document exchange via a selected service provider.

b) Therapists conduct video sessions on their own responsibility and in accordance with professional regulations and other applicable legal provisions. For the avoidance of doubt: responsibility for conducting the video session lies solely with the Client and the Therapist.

c) The Client undertakes to conduct the video session in conditions that ensure confidentiality and an undisturbed process.

d) The Therapist alone has the authority to decide on the appropriateness of remote treatment of the Client and may discontinue it if the conditions for remote treatment are not met. The duration of a video session is at the discretion of the Therapist and subject to the agreed Consulting Agreement.

e) The video session will not be recorded by the Therapist, It’s Complicated, or any third party without the explicit consent of the Client.

f) It’s Complicated cannot guarantee compliance with legal requirements in the event of cross-border use of video sessions. It is the Therapist’s responsibility to ensure that the conduct of online sessions complies with the applicable national laws, professional regulations, and data protection provisions.

g) In the event of technical disruptions or failures during a video session, It’s Complicated is not liable for lost revenue, additional costs, or other indirect damages suffered by the Therapist or the Client. In order to use high-quality video sessions, Users must have at minimum: (i) a smartphone or internet-enabled computer with a camera of sufficient resolution; and (ii) a sufficiently fast internet connection.

9.3 Reviews

a) Where It’s Complicated offers a review system with testimonials, the Therapist agrees that Clients may publish factual and truthful feedback. Accordingly, Clients may – with regard to the consulting services received under a Consulting Agreement and in compliance with these Terms and the platform guidelines – voluntarily write and publish reviews.

b) It’s Complicated takes reasonable steps to verify that published reviews are genuine and come from Clients who have actually used a Therapist’s services. Reviews may be based on contact established via the It’s Complicated Platform or outside of it.

c) If a Therapist believes a review is false or unlawful, they may request a review from It’s Complicated. It’s Complicated will obtain a statement from the Client and forward it to the Therapist concerned. The Client decides what information to share and whether to remain anonymous. The Client is solely responsible for maintaining their anonymity.

d) If It’s Complicated does not publish or removes a review because it contains unlawful content or violates these Terms, It’s Complicated will inform the Client or Therapist concerned of the main reasons and advise them of the available avenues for complaint.

9.4 User cooperation and other obligations

a) The User is obliged to: (i) establish and maintain the necessary data backup measures when using the It’s Complicated Platform and related services – this applies in particular to the careful and conscientious handling of logins and passwords; (ii) promptly notify It’s Complicated of any technical changes in their sphere that are likely to affect the provision of services or the security of the It’s Complicated Platform; (iii) cooperate in the investigation of third-party attacks on the It’s Complicated Platform, to the extent that such cooperation is required from the User.

b) The User undertakes to refrain from any measures that could endanger or disrupt the functioning of the It’s Complicated Platform, and not to access data that they are not authorised to access. The User must further ensure that the information and data transmitted or posted via the It’s Complicated Platform are free from viruses, worms, or Trojan horses. Users are prohibited from using the It’s Complicated Platform in a manner contrary to the contract, in particular from using the It’s Complicated Platform for the following purposes: (i) carrying out tests, reverse engineering, and decompiling the underlying source code; (ii) accessing or using the It’s Complicated Platform in a way that aims to avoid applicable usage fees or to circumvent the usage restrictions of the respective Platform Use Agreement; (iii) any unauthorised public disclosure of the It’s Complicated Platform; (iv) monitoring data traffic when using the It’s Complicated Platform without the prior documented consent of It’s Complicated.

10. Breaches of contract and remedies

10.1 Breaches of contract

Possible breaches of the Platform Use Agreement, including these Terms, include:

a) posting content that violates the provisions of the “Content Rules and Moderation” section;

b) using the It’s Complicated Platform for fraudulent or misleading purposes;

c) inappropriate conduct, in particular discriminatory, abusive, or otherwise harmful behaviour – including, but not limited to behaviour of a sexual nature – towards other Users or third parties;

d) providing false or misleading information when creating an It’s Complicated Account or when using the It’s Complicated Platform, in particular regarding the professional title, qualifications, professional experience, identity, or practice location of Therapists. In such cases, It’s Complicated reserves the right to temporarily suspend or permanently delete the It’s Complicated Account of the User concerned if there is a well-founded suspicion of false or incorrect information;

e) sharing User data with third parties;

f) failing to provide correct or complete information when It’s Complicated needs to verify or check identity; or

g) using the It’s Complicated Platform for any purpose other than those described in these Terms, including but not limited to unsolicited commercial solicitation, spamming, harassment, or the recruitment of other Users for purposes unrelated to the platform’s services.

10.2 Remedies for breaches

If a User breaches the Platform Use Agreement, including these Terms, or applicable law, or if It’s Complicated is required to do so by a competent authority, It’s Complicated may take appropriate measures. These include in particular:

a) suspending or, in serious cases, closing a User’s It’s Complicated Account or access to the It’s Complicated Platform in accordance with the section “Suspension of an It’s Complicated Account”;

b) restricting use of the It’s Complicated Platform;

c) terminating the Platform Use Agreement and any other contractual relationships between It’s Complicated and the User;

d) refusing to publish, or deactivating, removing, or demoting certain User Content;

e) disclosing information to authorities, to the extent that It’s Complicated is obliged to do so;

f) where applicable, suspending or restricting a Client’s or Therapist’s ability to use the payment processing functions of the It’s Complicated Platform.

11. Advertising

It’s Complicated is entitled to display digital advertising on the It’s Complicated Platform and in associated offerings (e.g. newsletters, community areas, profile pages). Advertising content will be labelled as “Advertising”, “Ad”, or equivalent. The respective advertiser will be named. With regard to paid visibility or placement services, the provisions of the section “Search Result Ranking” apply. It’s Complicated may display personalised advertising on third-party websites (e.g. references to content or offers matching previous interests). It’s Complicated will in no case use health data of Clients for advertising purposes. If Users or third parties consider information to be advertising that is not labelled as such, they may report this to support@complicated.life. It’s Complicated will review the report and take any necessary measures.

12. User safety

It’s Complicated takes the safety of Users seriously. If a User feels that their physical integrity or safety is at risk when using the It’s Complicated Platform, they may contact It’s Complicated at any time via support@complicated.life. It’s Complicated will review the matter as a priority and take measures where necessary.

13. Intellectual property

13.1 Grant of rights

a) Unless expressly agreed otherwise in a Platform Use Agreement, It’s Complicated grants the User, for the duration of the respective Platform Use Agreement, a simple, non-transferable, non-sublicensable, revocable right to use the It’s Complicated Platform as intended in accordance with the Platform Use Agreement and these Terms.

b) No further rights of use in relation to It’s Complicated’s intellectual property are granted. All rights not expressly granted in the Platform Use Agreement and these Terms remain with It’s Complicated. It’s Complicated reserves in particular all rights in relation to works, trademarks, know-how, and other intellectual property rights that exist in relation to the It’s Complicated Platform or that arise in connection with the use of the It’s Complicated Platform.

13.2 User content

Unless otherwise agreed in the Platform Use Agreement, all rights to User Content belong to the User, who bears sole responsibility for the lawfulness, accuracy, and maintenance of the User Content. Notwithstanding the foregoing, the User shall grant It’s Complicated the necessary rights of use to enable the processing of User Content for the provision of the It’s Complicated Platform and related services by It’s Complicated and its vicarious agents in accordance with these Terms and the respective Platform Use Agreement.

13.3 Service-generated data

It’s Complicated is entitled to aggregate, store, and analyse Service-Generated Data. It’s Complicated is further entitled, during and after the term of the contract, to (i) use Service-Generated Data to further develop and improve the It’s Complicated Platform and related services, as well as for other internal business purposes; and (ii) disclose Service-Generated Data exclusively in anonymised form.

13.4 Feedback

Users grant It’s Complicated an irrevocable, geographically and temporally unlimited right of use in relation to their recommendations, corrections, or other feedback on the use of the It’s Complicated Platform for unrestricted commercial exploitation for own or third-party business purposes.

14. Liability

14.1 It’s Complicated as an intermediary and technical service provider

It’s Complicated acts as a purely intermediary service provider in the sense of a digital platform, facilitating only the initiation of contact between Therapists and Clients. The liability principles applicable to intermediary service providers apply. It’s Complicated is therefore not liable for losses, damages, costs, expenses, interest, claims, or liabilities arising from:

a) recommendations, advice, diagnoses, or information provided by a Therapist being incorrect;

b) the Therapist acting negligently, showing a lack of care or expertise, or making misleading statements;

c) acts or omissions of the Therapist’s personnel; or

d) payments between the User and the Therapist for the Therapist’s services.

14.2 Exclusion of liability for external and user-generated content

a) It’s Complicated is not responsible for the content of external websites linked to by the It’s Complicated Platform. It’s Complicated has no influence over their content or availability and is not liable for any losses or damages arising from the use of such websites. Upon accessing external links, the terms and privacy policies of the respective providers apply.

b) It’s Complicated accepts no responsibility for content or information provided by Users or Therapists via the It’s Complicated Platform. This also applies to responses, opinions, or comments from Therapists.

14.3 Unlimited liability

The Parties are liable in accordance with statutory provisions and without limitation for:

a) injury to life, body, or health caused by the fault of one of the Parties, their legal representatives, or vicarious agents;

b) intent or gross negligence;

c) cases of mandatory statutory liability;

d) breach of a quality guarantee given by the respective contracting party; and

e) fraud or fraudulent misrepresentation.

14.4 Limited liability for breaches of material obligations

a) In cases of simple negligence, It’s Complicated is only liable if a Material Obligation has been breached. “Material Obligations” means those contractual obligations whose fulfilment makes proper performance of the contract possible in the first place, and on whose compliance the Parties may regularly rely. Material Obligations include the obligation to provide the It’s Complicated Platform in a timely manner, freedom from legal defects of the It’s Complicated Platform, and protective and custodial duties intended to enable the User to use the It’s Complicated Platform as agreed or to protect the life, limb, or property of the User.

b) In the event of a breach of a Material Obligation, liability is limited to the damage that was typically foreseeable at the time of contracting per loss event.

14.5 Typically foreseeable damages for therapists at the time of contracting

It’s Complicated and the Therapist define the amount of typically foreseeable damage at the time of contracting within the meaning of the section “Limited Liability for Breaches of Material Obligations” as follows: the total amount of fees paid by the Therapist to It’s Complicated under the applicable Platform Use Agreement for the relevant services in the past twelve (12) calendar months.

14.6 Further limitations on liability

Subject to the section “Unlimited Liability”, It’s Complicated is not liable for the following damages:

a) loss of expected savings;

b) loss of anticipated profits;

c) damage to reputation or reduction in goodwill;

d) consequential damages or knock-on losses;

e) in the case of data loss or data destruction, It’s Complicated’s liability under the foregoing provisions is limited in terms of amount to the damage that would have arisen even if the User had carried out proper data backups.

14.7 Further liability provisions

a) If multiple claimants derive claims from one Platform Use Agreement arising from a simply negligent breach of material contractual obligations of the Therapist within the meaning of the section “Limited Liability for Breaches of Material Obligations”, the maximum liability amount defined in the section “Typically Foreseeable Damages for Therapists at the Time of Contracting” applies to the claims of all claimants in aggregate. The maximum liability amount is available to the User and the other claimants only jointly and once (joint creditors within the meaning of Section 428 BGB) (for the avoidance of doubt: this applies to Therapists only).

b) It’s Complicated may also invoke defences and objections arising from the Platform Use Agreement against third parties.

c) The foregoing limitations on liability also apply to the personal liability of employees, representatives, and officers of It’s Complicated.

d) Any further liability of It’s Complicated is excluded to the extent permitted by law. For the avoidance of doubt: It’s Complicated does not exclude or limit liability where this would be contrary to mandatory law.

15. Privacy policy

It’s Complicated takes data protection requirements seriously. The current privacy policy is available at https://complicated.life/legal/privacy.

16. Beta versions

a) It’s Complicated may offer Users the opportunity to try beta versions of certain services. Beta services are provided for evaluation purposes only and may not be used in a production environment.

b) The User acknowledges that beta versions may contain bugs, errors, and other issues, and accepts them “as is” without any warranty.

c) It’s Complicated is only liable for beta versions in accordance with statutory provisions for intent and gross negligence.

17. Final provisions

17.1 Technical support and help

It’s Complicated provides Users with a Help Centre and publishes a FAQ page, accessible at https://help.complicated.life/hc/de. Users may also contact It’s Complicated at any time with questions via support@complicated.life.

17.2 Contract language and storage of contract text

a) These Terms are available in German and English.

b) In the event of contradictions or ambiguities, the German version shall prevail exclusively.

c) The User may access and save these Terms on the It’s Complicated website at www.complicated.life.

17.3 Right to amend

a) In the event of changes in legislation, changes in case law, changes to terms that It’s Complicated must pass on to the User from subcontractors, or changes in economic conditions, It’s Complicated reserves the right to amend these Terms in relation to the Platform Use Agreement with the User in accordance with the following provisions, provided that this does not materially alter the essential content of the Platform Use Agreement between the Parties in terms of the balance of obligations, and the amendment is reasonable for the User.

b) It’s Complicated will notify the User of the amendment in text form. If the User does not object to the amendment in text form within six (6) weeks of receipt of the notification, the amendment shall be deemed approved and the amended version of the Terms shall apply to the Platform Use Agreement between It’s Complicated and the User from that point onwards. It’s Complicated will expressly draw the User’s attention to this consequence when notifying them of the amendment. If the User does not accept the amendment, both It’s Complicated and the User are entitled to terminate the Platform Use Agreement with effect as of the date on which the amendment enters into force.

c) Amendments and supplements to the Platform Use Agreement, as well as other declarations in connection with the Platform Use Agreement that trigger a legal consequence (e.g. deadline notices, termination notices), require text form to be effective.

17.4 Severability

If individual provisions of these Terms are or become invalid, or if a gap is found in these Terms, the validity of the remaining provisions shall not be affected. The Parties undertake to agree on a valid provision in place of the invalid provision that comes closest to the economic purpose of the invalid provision.

B. Special terms – clients

1. Scope

a) The provisions of this “Special Terms – Clients” section govern the relationship between It’s Complicated and Clients with respect to services offered by It’s Complicated now and in the future.

b) The provisions of this “Special Terms – Clients” section supplement or take precedence over the provisions of the “General Terms” section.

2. Special rights and obligations for clients

2.1 Choice of therapist

a) The information about Therapists provided on the It’s Complicated Platform (e.g. training, experience, services offered, availability, etc.) is provided predominantly by the Therapists themselves and has been confirmed by them to It’s Complicated.

b) It’s Complicated does not professionally endorse or recommend any Therapists, methods, opinions, or other information listed or accessible on the It’s Complicated Platform.

2.2 Using the It’s Complicated platform on behalf of a family member

a) Where offered by It’s Complicated and technically available, a Client may make an appointment for and on behalf of a family member, or create an It’s Complicated Account to enable the family member to use the It’s Complicated Platform. The Client undertakes to provide truthful, accurate, and complete information regarding the identity of the family member.

b) In such cases, the Client warrants and guarantees that they are legally authorised, or have been expressly authorised by the family member, to:

aa) use the family member’s personal data to register an It’s Complicated Account;

bb) book, modify, or cancel an appointment with a Therapist on behalf of the family member;

cc) transmit and/or receive information and data relating to the family member to and from Therapists; and

dd) send messages, requests, and health-related documents, and receive corresponding replies from Therapists on behalf of the family member.

c) The Client is aware and understands that the requirements set out in this “Using the It’s Complicated Platform on Behalf of a Family Member” section are necessary for It’s Complicated to create an It’s Complicated Account or enable use of the It’s Complicated platform on behalf of the family member concerned.

d) The Client further agrees to indemnify It’s Complicated and the Therapists concerned from and against all direct or indirect damages, losses, costs, or liabilities arising from a breach of the requirements of this “Using the It’s Complicated Platform on Behalf of a Family Member” section.

2.3 Booking cancellations and liability towards therapists

a) The Client is liable for all fees, costs, or other charges incurred by the Therapist in accordance with the agreed Consulting Agreement.

b) If the Client fails to attend a booked appointment or cancels it, they may be liable for fees or penalties claimed by the Therapist. The Client should enquire about and review the Therapist’s terms and conditions, including any refund and cancellation policies, before making a booking; these may be set out on the Therapist’s profile on the It’s Complicated Platform.

c) It’s Complicated accepts no liability for cancellations by the Therapist following an appointment booking made via the It’s Complicated Platform.

3. Term and termination

a) Unless otherwise agreed in the Platform Use Agreement, the Platform Use Agreement is concluded for an indefinite period. It may be terminated at any time by the Client or by It’s Complicated with ordinary notice and without notice period.

b) The right to extraordinary termination for good cause remains unaffected. Good cause exists where circumstances are present that make it unreasonable for the terminating party, taking into account all circumstances of the individual case and weighing the interests of the other party, to continue the Platform Use Agreement. For It’s Complicated, this is the case in particular where the Client breaches material obligations under the Platform Use Agreement.

c) Terminations must be made in text form. The date of receipt of the termination notice by It’s Complicated shall be determinative.

4. Right of withdrawal

4.1 Right of withdrawal

The Client has the right to withdraw from the Platform Use Agreement within fourteen days without giving reasons.

To exercise the right of withdrawal, the Client must inform It’s Complicated by email at support@complicated.life or by other clear declaration (e.g. by post) of their decision to withdraw from the Platform Use Agreement. The Client may use the model withdrawal form in the section “Model Withdrawal Form” for this purpose, though it is not mandatory.

To comply with the withdrawal deadline, it is sufficient for the Client to send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period. The right of withdrawal expires early if It’s Complicated has fully performed the service and commenced performance of the service after the Client, as a consumer, has given their express consent to this and simultaneously confirmed their knowledge that they will lose their right of withdrawal upon full performance of the contract by It’s Complicated.

4.2 Consequences of withdrawal

If the Client withdraws from the Platform Use Agreement, It’s Complicated shall reimburse all payments received from the Client without delay and at the latest within fourteen (14) days from the day on which It’s Complicated received notification of the Client’s withdrawal. For this reimbursement, It’s Complicated will use the same means of payment that the Client used for the original transaction, unless expressly agreed otherwise with the Client; in no case will the Client be charged any fees on account of this reimbursement.

If the Client has requested that services begin during the withdrawal period, the Client shall pay It’s Complicated a reasonable amount corresponding to the proportion of services already provided up to the point in time when the Client notified It’s Complicated of the exercise of the right of withdrawal under this contract, in relation to the total scope of services provided for in the Platform Use Agreement.

For the avoidance of doubt: the withdrawal relates exclusively to the Platform Use Agreement between It’s Complicated and a Client, and not to the Consulting Agreement between a Client and a Therapist.

4.3 Model withdrawal form

(If you as a Client wish to withdraw from the Platform Use Agreement, please complete and send us this form)

To:

Mittelweg 50 Berlin GmbH, Mittelweg 50, 12053 Berlin, Germany, registered in the commercial register of the District Court (Amtsgericht) Charlottenburg under registration number HRB 217638 B, Email: support@complicated.life

I/We (*) hereby withdraw from the contract concluded by me/us (*) for the provision of the following service

Ordered on (*)/received on (*)

Name of consumer(s)

Address of consumer(s)

Signature of consumer(s) (only for notification on paper)

Date

(*) Delete as applicable

– End of withdrawal notice –

5. Indemnification

The Client shall indemnify It’s Complicated and its managing directors, employees, and representatives, where they are responsible, from and against all damages, expenses, and liabilities of any kind, including reasonable legal and court costs, arising in connection with claims by third parties or authorities, to the extent that these arise in connection with:

a) a breach by the Client of the Platform Use Agreement and/or these Terms;

b) use of the It’s Complicated Platform and services by the Client in violation of applicable law;

c) User Content and data provided by the Client that is false, misleading, untrue, or outdated; and

d) infringement of third-party intellectual property rights due to actions of the Client.

6. Limitation period

The statutory limitation periods apply to Clients.

7. Governing law

a) The Platform Use Agreement and these Terms are governed by the law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.

b) If the User is a consumer and, under applicable conflict-of-law rules, mandatory consumer protection provisions of the state of their habitual residence apply, those mandatory provisions shall take precedence.

C. Special terms – therapists

1. Scope

a) The provisions of this “Special Terms – Therapists” section govern the relationship between It’s Complicated and Therapists with respect to services offered by It’s Complicated now and in the future.

b) The provisions of this “Special Terms – Therapists” section supplement or take precedence over the provisions of the “General Terms” section.

c) Conflicting terms and conditions of the Therapist shall not apply, even if It’s Complicated does not expressly object to them and carries out the Platform Use Agreement.

d) Subscription packages within the framework of a Platform Use Agreement may only be purchased by Therapists.

2. Additional definitions

In addition to the definitions in the “General Terms” section, the following definitions apply to this “Special Terms – Therapists” section:

“Subscription Packages” has the meaning set out in the section “Booking Subscription Packages”.

“Minimum Subscription Term” has the meaning set out in the section “Contract Term”.

“Need-to-Know Recipients” has the meaning set out in the section “Handling Confidential Information”.

“Therapist Identifiers” means all protectable identifiers of the Therapist, such as designs, trademarks, logos, typefaces, sound sequences, or the Therapist’s trading name.

“Circumvention Prohibition” has the meaning set out in the section “Circumvention Prohibition and Contractual Penalty”.

“Protection Period” has the meaning set out in the section “Circumvention Prohibition and Contractual Penalty”.

3. Booking subscription packages

a) Use of the It’s Complicated Platform as a Therapist requires the booking of certain service packages for certain fees (“Subscription Packages”). When concluding the contract, the Therapist selects one of the Subscription Packages offered by It’s Complicated, each with different scopes of service. The current service description is available at https://complicated.life/en/for-therapists, with the version in force at the time of contracting becoming part of the Platform Use Agreement.

b) The selected Subscription Package becomes part of the respective Platform Use Agreement.

4. It’s Complicated’s service obligations

It’s Complicated only falls into default with its service obligations if the Therapist has previously issued a formal warning in text form and set an unsuccessful reasonable deadline for performance.

5. Special rights and obligations for therapists

5.1 Platform use agreement and creating an It’s Complicated account as a therapist

In addition to the provisions in the “Creating an It’s Complicated Account” section, the following additional requirements apply to Therapists:

a) Concluding a Platform Use Agreement as a Therapist on the It’s Complicated Platform requires the relevant professional qualification. The Therapist must hold a recognised qualification or training in a psychotherapeutic or psychological field (e.g. state licence as a psychotherapist, psychology degree with relevant additional training, certified and recognised training as a coach or non-medical practitioner) and must provide evidence of this when creating an It’s Complicated Account. The exact requirements depend on the chosen professional title (e.g. clinical psychologist, psychotherapist, coach) and the Therapist’s country. Detailed information on the respective requirements will be provided on the It’s Complicated Platform and during the onboarding process.

b) For this purpose, the Therapist selects a professional title when creating the It’s Complicated Account (e.g. Clinical Psychologist) and, upon request during onboarding, uploads the documents requested by It’s Complicated in clearly legible form. This includes in particular:

aa) proof of qualifications (diplomas, certificates, approval/recognition documents);

bb) proof of identity (identity card/passport/driving licence); and

cc) proof of address/location (e.g. recent utility bill, rental agreement, registration certificate).

c) By applying to create an It’s Complicated Account, the Therapist confirms that they are acting in the exercise of their professional or commercial activity and not as a consumer within the meaning of Section 13 BGB.

d) The Therapist must submit all required documents to the It’s Complicated Platform within a period of ten (10) days from the date of conclusion of the Platform Use Agreement. If the documents are not submitted by the Therapist after expiry of this period, It’s Complicated is entitled to extraordinary termination.

e) If the Therapist has not submitted all documents listed in this section at the time of contracting, the conclusion of the Platform Use Agreement does not mean that It’s Complicated has waived the submission of complete documents.

5.2 Profile information and changes

a) Upon registration, the Therapist receives a personal profile to present their offering (including, among other things, a photo, areas of focus, qualifications, prices, available times, and legally required information).

b) All profile information must be truthful, current, complete, clear, and comprehensible.

c) Protected professional titles may only be used where the Therapist is duly authorised to do so (e.g. “Psychological Psychotherapist” only with state licence).

d) Changes to material profile data (in particular name, professional title, location) require prior verification by It’s Complicated. Other fields may be updated independently by the Therapist.

e) It’s Complicated is entitled at any time, at its own discretion, to carry out spot checks on proof of qualifications and to take any necessary measures.

5.3 Legal and professional obligations and advertising law

a) The Therapist shall comply with all professional regulations applicable to them (e.g. professional codes of conduct, continuing education obligations). Remote treatment regulations shall be observed where applicable.

b) The Therapist is not entitled to offer or carry out healthcare activities for which they lack the legal authority. They shall ensure that any required licences (e.g. state licence, non-medical practitioner licence) are in place before services are offered via the It’s Complicated Platform.

c) Presentation and communication must comply with applicable legal requirements, in particular those of the German Law on Advertising in the Healthcare Sector (Heilmittelwerbegesetz, HWG) and the Act against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb, UWG). In particular, misleading health claims, success rates without scientific evidence, impermissible comparisons or testimonials, and intrusive acquisition practices are prohibited.

5.4 Data protection responsibility and duty of confidentiality

a) The Therapist processes Personal Data of Clients (including health data) in connection with the use of the It’s Complicated Platform. They are obliged to comply with the applicable legal requirements of the GDPR, national data protection laws, and the professional duty of confidentiality, to the extent each applies. It’s Complicated expressly draws attention to the requirements regarding the handling of personal secrets under Section 203 of the German Criminal Code (Strafgesetzbuch, StGB).

b) To the extent that It’s Complicated acts as a data processor in relation to the Therapist, It’s Complicated and the Therapist shall enter into a data processing agreement in accordance with Article 28 GDPR. Otherwise, the Therapist processes Personal Data as a controller within the framework of the treatment relationship in accordance with the respective Consulting Agreement.

c) Health data and other confidential information shall only be processed via suitable and secure channels and shall only be made accessible to third parties with the consent of the Client or on a legal basis.

5.5 Publishing services on the It’s Complicated platform

a) Therapists may publish information about their services on the It’s Complicated Platform (e.g. their profile). They are obliged to describe their consulting offering accurately, completely, and truthfully. The description must contain all material features and characteristics relevant to the booking decision, including pricing information and payment and service terms (e.g. procedure, duration, format, cancellation policies).

b) The Therapist bears sole responsibility for ensuring that all content (including images and pricing information) is factually accurate, lawful, and free from third-party rights, and complies with these Terms and applicable legal provisions. Services that may only be offered subject to a legally prescribed certificate may only be advertised if the certificate is clearly stated in the service description and the service is provided exclusively upon presentation of that certificate.

c) It’s Complicated is entitled to voluntarily review content, to modify, reject, or temporarily block unlawful, non-compliant, or non-platform-conformant content, and to take appropriate remedial measures; design-related adjustments are reserved to It’s Complicated.

5.6 Contracting with clients and information obligations towards clients

a) Before concluding a Consulting Agreement, the Therapist shall provide the Client with all legally required information clearly and comprehensibly, in particular professional regulatory information, description and scope of the service, prices and payment terms, and consumer protection information (including right of withdrawal, where applicable). The Therapist is solely responsible for continuously complying with the applicable legal requirements for concluding Consulting Agreements and making any necessary adjustments (e.g. texts, forms, notices) in good time.

b) It’s Complicated provides no warranty as to the identity or authority of Clients. In cases of doubt, the Users concerned should satisfy themselves in an appropriate manner as to the identity and authority of the other User.

5.7 Service delivery to clients and documentation

a) The Therapist shall provide the services agreed with a Client with the requisite care, professional quality, and in accordance with recognised standards of their field. Appointments shall be kept punctually, and if the Therapist is unable to attend, they shall notify the Client without delay and offer an alternative appointment where possible.

b) The Therapist shall ensure an undisturbed and confidential environment; for video sessions, they shall ensure a stable connection and appropriate confidentiality.

c) Where required by professional regulations or agreed, the Therapist shall maintain appropriate documentation (e.g. session notes). Upon request, they shall issue certificates or invoices containing all legally required information.

d) Where the It’s Complicated Platform enables the sending of documents to Clients, in particular medical documents, the Therapist is obliged to check which legal provisions apply to the use of certain document types (e.g. referral slips or medical letters). It’s Complicated does not guarantee any connection or compatibility with the telematics infrastructure.

5.8 Payment processing via the It’s Complicated platform

a) If the Therapist uses the billing system integrated in the It’s Complicated Platform, payment processing is carried out exclusively via a payment service provider selected by It’s Complicated, subject to the separate terms of that payment service provider. It’s Complicated itself does not act as payment recipient and does not collect or hold funds from Clients. Upon full payment via the It’s Complicated Platform, the Client’s payment obligation towards the Therapist under the respective Consulting Agreement is fulfilled.

b) Payouts to the Therapist are made in accordance with the payout terms of the payment service provider used by It’s Complicated, which the Therapist may be required to accept in advance.

c) If the Therapist and Client agree on payment outside the platform, the Therapist is solely responsible for proper processing and documentation.

5.9 It’s Complicated’s audit rights

a) It’s Complicated is entitled, where there is a well-founded suspicion of irregularities, in particular in connection with payment processing or a possible breach of the Circumvention Prohibition, to request information or appropriate evidence from the Therapist (“Audit”). The Therapist undertakes to provide the requested information truthfully, completely, and within a reasonable period.

b) Further rights of It’s Complicated remain unaffected, including the enforcement of a contractual penalty in accordance with the Circumvention Prohibition.

5.10 No special rights

a) It is clarified that measures taken by It’s Complicated in relation to reviews – in particular their publication, visibility, distribution, review, and/or deletion, as well as the placement of notices – are not part of the Platform Use Agreement with Therapists.

b) A Therapist does not acquire any special rights in relation to reviews by booking a Subscription Package. In particular, the Therapist does not acquire any right to publication, prominence, suppression, removal, or other treatment of individual reviews.

c) The Therapist may not derive any breach of ancillary contractual obligations from measures or omissions by It’s Complicated in connection with reviews, even if they do not agree with the publication, distribution, review, and/or deletion of reviews, or with notices placed pursuant to law or guidelines (e.g. during reviews or where manipulation is suspected).

d) Mandatory statutory rights and It’s Complicated’s authority to decide on the handling of reviews in accordance with the law and these Terms remain unaffected.

5.11 Circumvention prohibition and contractual penalty

a) The Therapist is prohibited from concluding a Consulting Agreement, directly or indirectly (e.g. via a legal entity), personally or via third parties, with a Client contacted via the It’s Complicated Platform (e.g. using incentives, discounts, references to “direct booking”, or similar) in a manner that circumvents the arrangement made between the Therapist and It’s Complicated (“Circumvention Prohibition”).

b) Circumvention occurs where the Therapist and the Client conclude a direct arrangement equivalent to a Consulting Agreement without It’s Complicated receiving an economic participation corresponding to the Subscription Package agreed between It’s Complicated and the Therapist. Should such a circumventing arrangement nevertheless be made, the Therapist shall notify It’s Complicated of this without delay.

c) In the event of a breach of the Circumvention Prohibition, It’s Complicated shall have a claim against the Therapist for payment of a contractual penalty equal to 25% of the total fee earned by the Therapist under the arrangement concluded with the Client that is subject to the Circumvention Prohibition. Further claims for damages remain reserved, with any effective contractual penalty being credited against further damages.

d) When a Consulting Agreement is concluded between the Therapist and the Client in accordance with these Terms, a protection period commences that applies during and for six (6) months after the end of the first session held between the Therapist and the Client under the Consulting Agreement (“Protection Period”). Any termination of the Platform Use Agreement during the Protection Period does not affect the validity of the Protection Period.

e) During the Protection Period, the Circumvention Prohibition (including the contractual penalty) applies correspondingly to further Consulting Agreements, even if the further contact or contract initiation between the Therapist and the Client does not explicitly take place via the It’s Complicated Platform. Further contact or contract initiation between the Therapist and the Client includes any further direct or indirect (e.g. via a legal entity) engagement of the Therapist by the Client. Excluded are entirely unrelated engagements (e.g. if the Therapist provides services in the area of personal professional development coaching under a Consulting Agreement, an engagement in the area of couples therapy, where independent therapeutic need has arisen irrespective of the initial Consulting Agreement and the Therapist and Client are considering a separate collaboration in that area, is not deemed to constitute further contact or contract initiation).

5.12 Insurance

a) In accordance with applicable legal and professional requirements, Therapists may be required to maintain appropriate professional indemnity insurance. Regardless of any statutory obligation, It’s Complicated recommends that all Therapists take out such insurance. The conclusion and maintenance of such insurance is the Therapist’s own responsibility and is not verified by It’s Complicated. It’s Complicated accepts no liability for absent or inadequate insurance cover.

b) The statutory obligation to conclude and maintain appropriate professional indemnity insurance remains unaffected. It’s Complicated strongly recommends that Therapists maintain professional indemnity insurance that also covers online consulting and therapy. Where required by law or professional regulations, the Therapist shall provide evidence upon request.

c) The It’s Complicated Platform does not provide its own insurance cover and is not liable for damages arising from absent or inadequate insurance cover of the Therapist.

6. Contract term and termination

6.1 Contract term

The Platform Use Agreement runs for an indefinite period in principle, but, to the extent the Therapist books an available Subscription Package, it is subject to different initial terms from the date of booking a Subscription Package (e.g. one (1) month or twelve (12) months). The chosen initial term is the “Minimum Subscription Term”.

6.2 Renewal and termination

a) Subscription Packages automatically renew for the chosen billing period (e.g. one month or twelve months), unless terminated with ordinary notice before the start of the next billing period. Termination may take place at any time via the user account on the It’s Complicated Platform and takes effect upon expiry of the current billing period. Alternatively, termination may be effected by email to support@complicated.life.

b) The right to extraordinary termination for good cause remains unaffected. Good cause exists where circumstances are present that make it unreasonable for the terminating party, taking into account all circumstances of the individual case and weighing the interests of the other party, to continue the Platform Use Agreement. For It’s Complicated, this is the case in particular where the Therapist breaches material obligations under the Platform Use Agreement, such as incorrect or missing proof of qualifications, unlawful healthcare activities without the required authority, breaches of statutory provisions, or default in payment.

6.3 Consequences of termination

a) Upon the termination of a Subscription Package taking effect, the functionalities included in the Subscription Package are no longer available, but the It’s Complicated Platform remains usable without a Subscription Package and the Therapist’s profile is not automatically deleted.

b) If the Therapist wishes to terminate the Platform Use Agreement in its entirety, they may do so by email to support@complicated.life.

c) After termination of the Platform Use Agreement, payments from invoices issued before the end of the contract will continue to be settled in accordance with the payout terms of the payment service provider. New invoicing via the It’s Complicated Platform is not permitted from the date the termination takes effect.

7. Fees

7.1 Usage fees and taxes

a) The Therapist is obliged to pay the agreed fees. The fees payable by the Therapist arise from the Subscription Package chosen at the time of concluding the Platform Use Agreement and any additionally booked options.

b) If It’s Complicated and the Therapist agree in the Platform Use Agreement, in accordance with the Subscription Package selected by the Therapist, on a usage-independent flat-rate fee per unit of time (e.g. month, quarter, year), this fee is due and payable in advance for the minimum term and for each renewal period. A usage-dependent fee is billed retrospectively.

c) As a general rule, It’s Complicated does not refund fees already paid. Refunds are only made to the extent required by mandatory law.

d) All applicable fees are exclusive of the applicable statutory value-added tax.

e) The Therapist shall pay the fees to It’s Complicated without deduction of withholding taxes, other taxes, or similar levies. Should withholding taxes or other taxes or levies nevertheless be required to be withheld or remitted under the law applicable to the Therapist, the Therapist is obliged to increase the fees owed to the extent that It’s Complicated retains the amount that would be due to It’s Complicated without such a deduction (agreed net amount), to the extent permitted by law. The Therapist is otherwise solely responsible for properly declaring and remitting any taxes incurred in their country of residence or activity. It’s Complicated assumes no obligation in this regard.

7.2 Billing

a) Payment processing is carried out via an external payment service provider for which the Therapist sets up their own account (e.g. Stripe). The Therapist authorises It’s Complicated to instruct the payment service provider to retain the agreed fees (in accordance with the respective Subscription Package) as well as any applicable chargebacks and refunds directly from the payments received via the payment service provider, and to credit the remaining amount to the Therapist’s account. The payout of the balance from the Therapist’s user account to their bank account is made in accordance with the terms agreed with the payment service provider.

b) Otherwise, the Therapist settles outstanding fees via the offered and agreed payment methods (e.g. SEPA direct debit or payment by invoice). Regardless of the payment method chosen, invoices are due for payment within fourteen (14) calendar days of receipt, without deduction.

7.3 Default

In the event of late payment, the statutory default interest rates apply.

7.4 Changes to fees for subscription packages

In the event of changed market conditions, significant changes in procurement costs, changes in value-added tax, or price increases by subcontractors, It’s Complicated is entitled to adjust the fees for the relevant services. Such a price adjustment is only permissible, however, no earlier than twelve (12) months after conclusion of the Platform Use Agreement and only once per year. It’s Complicated will notify the User of the change no later than six (6) weeks before it takes effect, in text form. If the Therapist does not accept the price increase, both It’s Complicated and the Therapist are entitled to terminate the Platform Use Agreement in its entirety with one (1) month’s notice to the end of the calendar month, provided the price increase amounts to more than three percent (3%) of the previous fees. In the event of termination, the previous, unincreased prices shall apply until the termination takes effect.

7.5 Set-off and rights of retention

a) Therapists may only set off claims that have been established by final judgement or are undisputed.

b) The Therapist is only entitled to exercise rights of retention against It’s Complicated if the counterclaim asserted is undisputed or has been established by final judgement. The assignment of claims directed against It’s Complicated is excluded. The foregoing does not apply in the scope of application of Section 354a of the German Commercial Code (Handelsgesetzbuch, HGB).

8. Payment obligation during suspension

It’s Complicated’s right to receive fees under the Platform Use Agreements with the Therapist remains unaffected during any suspension. The Therapist has a right to have access reinstated after demonstrating that they have ceased the non-compliant use and have prevented future non-compliant use.

9. Limitation period

Claims for damages and claims for reimbursement of wasted expenses by Therapists become time-barred within one (1) year; Section 199(1) BGB applies with regard to the commencement of the limitation period. This does not apply to claims for damages and claims for reimbursement of wasted expenses due to injury to life, body, or health, to claims under the German Product Liability Act, and to breaches of a warranted characteristic or a guarantee. Nor does it apply to claims based on intentional or grossly negligent breach of duty by It’s Complicated or one of its legal representatives or vicarious agents.

10. Indemnification

a) The Therapist shall indemnify It’s Complicated from and against all third-party claims asserted against It’s Complicated due to legal violations for which the Therapist is responsible. This includes in particular claims arising from false or misleading profile, service, or pricing information, unlawful healthcare or professionally non-compliant activities, breaches of data protection, competition, or advertising law, and infringements of copyright, trademark, design, or personality rights.

b) The indemnification covers reasonable costs of legal action and defence as well as regulatory measures, to the extent permitted by law.

c) The Therapist shall defend It’s Complicated at their own expense. It’s Complicated may assume the defence at any time. Settlements require the prior consent of It’s Complicated.

11. Data migration obligation and right to data deletion

Following receipt of a termination notice from It’s Complicated, or following termination by the Therapist, the Therapist shall without delay ensure that their data managed via the It’s Complicated Platform is backed up and migrated to the Therapist’s own system no later than upon termination of the Platform Use Agreement. A transition period required by the User after termination of the Platform Use Agreement in order to migrate the data managed via the It’s Complicated Platform requires a separate agreement with It’s Complicated in text form.

12. Therapist identifiers and references

It’s Complicated is entitled to refer to the contractual relationship with the Therapist in an appropriate manner and to use Therapist Identifiers in this context (e.g. on the website, in presentations, social media posts, or newsletters). If the Therapist does not agree with this, they shall notify It’s Complicated accordingly in text form.

13. Confidentiality

13.1 General

Therapists undertake to maintain confidentiality with respect to all protected or confidential information and data of It’s Complicated that comes to their knowledge in the course of the preparation, performance, and fulfilment of these Terms or a Platform Use Agreement under these Terms. In particular, the protected or confidential information shall be protected from unauthorised access by third parties and shall not be made accessible to third parties, directly or indirectly, without the prior consent of the disclosing contracting party. Therapists further undertake to use the protected or confidential information made available to them exclusively for the agreed purpose.

13.2 Protected or confidential information

Protected or confidential information within the meaning of these Terms or a Platform Use Agreement under these Terms includes all information that:

a) falls within the protected information under Section 2(1) of the German Trade Secrets Act (Gesetz zum Schutz von Geschäftsgeheimnissen, GeschGehG);

b) has been expressly designated as confidential in writing by It’s Complicated;

c) relates to the personal or factual circumstances of Clients or It’s Complicated and falls under banking secrecy, data protection, or a similar duty of confidentiality, or is of a similar nature to data protected by banking secrecy or data protection; or

d) is such that the disclosing party’s interest in confidentiality arises from the nature of the information, in particular concepts, business plans, samples, processes, formulas, source code, product and programme specifications, sales and marketing data or marketing plans, information on pricing and costs, information on service providers and business relationships, and other trade secrets.

13.3 Exceptions

The classification as protected or confidential information ceases to apply, in whole or in part, if any of the following can be demonstrated in relation to such information:

a) it was already known to the Therapist before it was communicated;

b) it was already publicly known before it was communicated;

c) it became publicly known to the Therapist after communication without the involvement of the receiving party and independently of any possible omission; or

d) it was made known to the Therapist by a third party who is not subject to any direct or indirect duty of confidentiality towards It’s Complicated.

The burden of proving the existence of one of these exceptions lies with the party invoking the exception.

13.4 Handling confidential information

The protected or confidential information received from It’s Complicated may only be made accessible by the Therapist to those employees, subcontractors, or other third parties who need to know it (“Need-to-Know Recipients”) in order to fulfil the obligations set out in or arising from these Terms or a Platform Use Agreement. All Need-to-Know Recipients who come into contact with the protected or confidential information in the course of the collaboration must be bound to confidentiality before such information is disclosed to them. The confidentiality obligation must meet at least the conditions of these Terms, and must continue beyond any termination of the respective contractual or employment relationship with the relevant recipient.

13.5 Duration

The confidentiality obligation under this “Confidentiality” section remains in force for three (3) years after termination of the Platform Use Agreement, regardless of whether the Platform Use Agreement was terminated by notice, rescission, or otherwise.

14. Governing law and jurisdiction

a) The Platform Use Agreement and these Terms are governed by the law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.

b) The exclusive place of jurisdiction for all legal disputes between It’s Complicated and Therapists arising out of or in connection with these Terms and a Platform Use Agreement is Berlin, Germany.

Jörn Jacob Rohwer

Jörn Jacob Rohwer