Terms of Use

TALK SAYA PTE. LTD.

TERMS OF USE

Last Updated: March 31, 2026

Please read these Terms of Use carefully before using the Platform. By accessing or using the Platform, you agree to be bound by these Terms of Use. If you do not agree, you must not access the Platform.

1. Definitions and Scope

1.1 Definitions

In these Terms of Use, the following definitions apply:

• "Company," "we," "us," or "our" refers to Talk Saya Pte. Ltd., a private limited company incorporated under the laws of the Republic of Singapore (UEN: 202438387K), with registered address at 68 Circular Road, Unit 02-01, Singapore 049422.
• "Platform" refers to the website www.talksaya.com, its related mobile applications, and any associated websites, tools, or interfaces through which the Services are accessed or delivered.
• "Provider" or "Practitioner" refers to any independent mental health professional who delivers clinical services through the Platform, which may include counselors, psychologists, and psychiatrists depending on the jurisdiction and services selected.
• "Services" refers to the mental health counseling, psychological, and psychiatric services delivered by Providers through the Platform, as well as the Platform features described in these Terms of Use.
• "Informed Consent" refers to the Saya Informed Consent for Mental Health Services (Document A), the Psychiatry and Medication Management Addendum (Document B, if applicable), the Cross-Border Services Schedule (if applicable), and the applicable Country Schedule(s), all as amended from time to time.
• "Subscription" refers to the paid monthly plan that provides additional Platform features as described in Section 3.
• "You" or "your" refers to the individual accessing or using the Platform, whether as a client receiving Services, a parent/guardian consenting on behalf of a minor, or a visitor.

1.2 Relationship Between Documents

These Terms of Use govern your use of the Platform as a technology product. The clinical relationship between you and your Provider — including your rights as a mental health service user, confidentiality, data privacy, informed consent, and clinical liability — is governed by the Informed Consent, which is a separate document available on the Platform. Where these Terms of Use and the Informed Consent address the same subject matter and conflict, the Informed Consent shall prevail with respect to clinical matters, client rights, data privacy, confidentiality, and dispute resolution. These Terms of Use shall prevail with respect to Platform access, account management, payment, subscriptions, intellectual property, and commercial matters. Both documents, together with the Privacy Policy available at www.talksaya.com/privacy-policy, form the complete agreement between you and Saya.

2. Services

2.1 Platform Role

The Platform enables you to connect with independent, locally credentialed mental health professionals who deliver clinical services to you via secure video telehealth. Saya is a technology platform operator. Saya is not a healthcare provider, hospital, clinic, or medical facility. It does not practice medicine, psychology, or counseling, and does not employ, supervise, or direct the clinical work of any Provider. Providers are independent contractors. No employer-employee, principal-agent, partnership, or joint venture relationship exists between Saya and any Provider. The provision of clinical services is the sole responsibility of the Provider who delivers them.

2.2 Provider Types

Depending on your jurisdiction and needs, you may be matched with one or more of the following types of Providers: counselors, psychologists, or psychiatrists. The specific credentials, scope of practice, and regulatory framework applicable to each Provider type are set out in the applicable Country Schedule annexed to the Informed Consent. Not all Provider types may be available in all jurisdictions.

2.3 Changing Providers

If you feel the Services provided by your current Provider do not fit your needs or expectations, you may request to be matched with a different Provider through the Platform. Saya will make reasonable efforts to facilitate the change, subject to Provider availability.

2.4 Non-Emergency Use

The Platform is designed for scheduled, non-emergency telehealth consultations. It is not designed for or appropriate for situations involving imminent risk of self-harm or harm to others, medical emergencies, or crisis stabilization. If you are in immediate danger, contact your local emergency services and/or the crisis resources listed in your applicable Country Schedule (annexed to the Informed Consent). Do not rely on the Platform for emergency assistance.

Do not disregard, avoid, or delay obtaining in-person care from a qualified professional because of information or advice you received through the Platform. If your Provider determines that your needs exceed what can be safely delivered via telehealth, they will advise you to seek in-person care.

2.5 Emergency Contact

In accessing the Services, you agree to provide a valid phone number and the phone number for an emergency contact person. You agree to keep this information current.

3. Subscription and Platform Features

3.1 Free and Subscription Tiers

The Platform offers both free and subscription-based access. Free users have access to core session booking and limited messaging capabilities. Subscribed users, billed on a monthly basis, receive their allocated sessions at the start of each billing cycle and have access to additional features including the ability to exchange messages with their assigned Provider and to receive automated session summaries following each session.

3.2 Messaging

The messaging feature is not therapy. Messages exchanged between you and your Provider through the Platform are intended for administrative and supportive communication (e.g., scheduling, brief check-ins, follow-up notes). Messaging does not constitute a therapy session, is not a substitute for formal in-session Services, and should not be relied upon for crisis intervention or clinical advice. Your Provider is not obligated to respond to messages in real time.

3.3 Automated Session Summaries

Subscribed users may receive an automated, AI-generated session summary following each session. You acknowledge and agree that:

• Session summaries are generated using automated processing of session data. This processing is performed using Saya's proprietary systems and, where necessary, third-party processing services that are bound by contractual confidentiality obligations.
• Session data used for summary generation is not used by Saya to train machine learning models. However, third-party processing services used as tools in summary generation may operate under their own terms, and Saya ensures through contractual safeguards that such services do not retain or use your session data beyond the scope of the processing task.
• Session summaries are provided for your personal reference only and do not constitute clinical records, diagnoses, or treatment plans.

3.4 Diagnosis Disclaimer

Any clinical diagnosis or assessment provided by a Provider (such as a psychologist or psychiatrist) through the Platform is the independent professional opinion of that Provider, rendered under their professional licensure and ethical obligations. It is not a diagnosis or certification issued by Talk Saya Pte. Ltd. Saya does not validate, endorse, or assume liability for any clinical diagnosis rendered by a Provider.

4. Payment

4.1 Fees

The fees for Services and Subscriptions are as displayed on the Platform at the time of booking or subscription enrollment. Fees must be paid in advance. All payments are processed securely through the Platform.

4.2 Platform Fee

Saya charges a platform/service fee in addition to the Provider's professional fee, as disclosed at the time of booking.

4.3 Subscription Billing

Subscribed users are billed monthly. Sessions are allocated at the start of each billing cycle. Unused sessions do not carry forward to the next billing cycle unless explicitly stated otherwise on the Platform. You may cancel your Subscription at any time through the Platform; cancellation will take effect at the end of the current billing cycle, and no refund will be issued for the remaining period of that cycle.

4.4 Cancellation and No-Show Policy

The following cancellation policy applies to all sessions booked through the Platform, whether under the free tier or a Subscription:

• 48 or more hours' notice: Full refund or free reschedule at no additional charge.
• 24 to 48 hours' notice: 50% refund, or reschedule subject to a rescheduling fee as displayed on the Platform.
• Less than 24 hours' notice: No refund. Rescheduling may be permitted subject to a penalty fee as displayed on the Platform.
• No-show: No refund. The full session fee will be charged. For subscribed users, the session will not be carried forward to the next billing cycle.

Cancellation and rescheduling requests must be submitted through the Platform. The timestamp recorded by the Platform shall determine the applicable cancellation tier. Saya reserves the right to modify this policy upon reasonable notice to you.

5. Your Account

5.1 Account Information

You agree that all information provided in or through the Platform is accurate, true, current, and complete, and you agree to maintain and update this information as necessary. You are solely responsible for maintaining the confidentiality of your password and account credentials. You agree to notify Saya immediately of any unauthorized use of your account.

5.2 Account Responsibility

You are responsible for all activity that occurs under your account, whether or not authorized by you. Saya shall not be liable for any loss or damage arising from unauthorized access to your account where such access resulted from your failure to safeguard your account credentials.

5.3 Minor Accounts

If you are creating an account on behalf of a minor, you confirm that you are the parent or legal guardian with legal authority to consent to Services on behalf of the minor. The terms governing minor consent, including custody considerations and confidentiality, are set out in the Informed Consent (Section XII). You also consent to the provisions of the Privacy Policy regarding the collection, processing, and use of personal information on behalf of the minor.

6. Conduct and Restrictions

6.1 Prohibited Conduct

You agree not to: use the Platform for any unlawful purpose; impersonate any person or entity; provide false or misleading information; interfere with or disrupt the Platform or its infrastructure; attempt to gain unauthorized access to any part of the Platform; use the Platform to send unsolicited communications; or use the Platform in any manner that could damage, disable, overburden, or impair the Platform.

6.2 No Recording Without Consent

You agree that you will not carry out any video recording, audio recording, or screen capture during a session without the prior written consent of your Provider. Unauthorized recording may violate applicable law and constitutes grounds for termination of your access to the Platform.

6.3 Non-Circumvention

You agree that you will not, nor attempt to, make private arrangements with any Provider to provide services outside the Platform that are competitive with those offered through the Platform, without Saya's prior written consent. If you breach this provision, Saya reserves the right to suspend or terminate your account in accordance with Section 10. This restriction applies to alternative methods of payment, scheduling, or service communication that fall outside the Platform's authorized processes.

For clarity, this restriction does not prevent you from independently seeking mental health services from any provider outside the Platform. It applies only to circumventing the Platform with a Provider you were connected with through Saya.

7. Privacy and Data

7.1 Privacy Policy

Information about Saya's data collection, processing, and security practices is set out in the Privacy Policy available at www.talksaya.com/privacy-policy. By agreeing to these Terms of Use and/or by using the Platform, you are also agreeing to the terms of the Privacy Policy. The Privacy Policy is incorporated into and forms part of these Terms of Use.

7.2 Data Privacy Framework

Saya processes personal data in accordance with the Singapore Personal Data Protection Act 2012 (PDPA), as amended, and the applicable data privacy laws of the jurisdiction in which you are located, as identified in the applicable Country Schedule annexed to the Informed Consent. The detailed provisions governing your data privacy rights, cross-border data processing, data retention, and breach notification are set out in the Informed Consent (Section IX). In the event of a conflict between these Terms of Use and the Informed Consent regarding data privacy, the Informed Consent shall prevail.

7.3 Session Data Processing

You acknowledge that your session data may be processed to generate automated session summaries as described in Section 3.3. Session data used for this purpose is processed under strict confidentiality safeguards, including contractual obligations binding any third-party processing services. Saya does not use identifiable session data to train machine learning models. Session data will not be disclosed to any third party except: as described in this Section for the purposes of summary generation; as required by applicable law or court order; or with your explicit consent.

8. Intellectual Property

All content on the Platform, including but not limited to text, graphics, logos, icons, images, audio, video, software, and underlying code, is the property of Saya or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any Platform content without Saya's prior written consent.

Your use of the Platform does not grant you any ownership interest in any Platform content or intellectual property. The Saya name, logo, and all related marks are trademarks of Talk Saya Pte. Ltd.

9. Disclaimer of Warranty and Limitation of Liability

9.1 Platform Provided As-Is

The Platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, Saya expressly disclaims all warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and security. Saya does not warrant that the Platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

9.2 No Clinical Liability

Saya does not make clinical decisions and is not responsible for the clinical acts, omissions, negligence, malpractice, or professional judgment of any Provider. This is set out in detail in the Informed Consent (Section XIII). The limitations of Saya's liability for clinical matters are governed by the Informed Consent (Section XIV), which shall prevail over this Section 9 to the extent of any conflict.

9.3 Limitation of Liability

To the maximum extent permitted by applicable law, Saya, its directors, officers, shareholders, employees, and non-clinical contractors shall not be liable to you for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of income, revenue, data, opportunity, or goodwill, arising from or in connection with your use of the Platform or the Services, regardless of the theory of liability.

9.4 Aggregate Liability Cap

In no event shall Saya's total aggregate liability to you for all claims of any kind arising out of or related to these Terms of Use or the Platform exceed the total amount of platform fees (excluding Provider professional fees) actually paid by you to Saya in the twelve (12) months immediately preceding the event giving rise to the claim. This cap applies to all causes of action in the aggregate, including contract, tort (including negligence), strict liability, and any other legal or equitable theory.

9.5 Exclusions

Nothing in this Section shall limit or exclude liability that cannot be limited or excluded under applicable mandatory law, including but not limited to liability arising from fraud, willful misconduct, or gross negligence of Saya, or death or personal injury caused by Saya's own negligence.

9.6 Provider Liability Preserved

Nothing in these Terms of Use limits or excludes any Provider's own professional liability to you. Each Provider is independently responsible for the standard of care they deliver. Your rights and remedies against a Provider for professional negligence, malpractice, or breach of duty are not affected by these Terms of Use. Any claim against a Provider should be directed to the Provider and/or the applicable regulatory body identified in your Country Schedule.

10. Account Suspension and Termination

10.1 Termination by You

You may terminate your account and stop using the Platform at any time by contacting support@talksaya.com or through the account settings on the Platform. Termination does not entitle you to a refund of any fees already paid, except as provided in the cancellation policy (Section 4.4).

10.2 Suspension or Termination by Saya

Saya may suspend or terminate your access to the Platform if: you breach any material provision of these Terms of Use; you engage in conduct that is harmful, abusive, or disruptive to Providers, other users, or the Platform; your account is used for fraudulent or unlawful purposes; or Saya is required to do so by law. Where reasonably practicable, Saya will provide you with notice and an opportunity to cure the breach before terminating your account. In cases involving imminent harm, fraud, or legal compulsion, Saya may act immediately without prior notice.

10.3 Continuity of Care

If your account is suspended or terminated, Saya will make reasonable efforts to ensure continuity of care. This may include notifying your Provider of the account status and providing you with a reasonable period to arrange alternative care. Account suspension or termination does not extinguish any existing therapeutic relationship between you and your Provider, which is governed by the Provider's professional obligations and the Informed Consent.

10.4 Effect of Termination

Upon termination: your right to access the Platform ceases immediately; any outstanding payment obligations survive; the provisions of these Terms of Use that by their nature should survive (including Sections 7, 8, 9, 11, 12, and 13) shall continue in full force and effect; and your data will be handled in accordance with the data retention provisions of the Informed Consent (Section IX-G) and the Privacy Policy.

11. Indemnification

You agree to indemnify, defend, and hold harmless Saya, its directors, officers, shareholders, employees, and non-clinical contractors and service providers, from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: your breach of these Terms of Use; your misuse of the Platform; your provision of false information; your unauthorized recording of any session; your violation of any applicable law or third-party rights; or (if applicable) any misrepresentation of your authority to consent on behalf of a minor. This indemnification does not extend to Providers and does not require you to indemnify any party for losses arising from that party's own gross negligence, willful misconduct, or fraud. This obligation survives termination of these Terms of Use.

12. Dispute Resolution

12.1 Governing Law

These Terms of Use and your relationship with Saya shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law provisions.

12.2 Informal Resolution

You agree to first attempt to resolve any dispute arising from or related to these Terms of Use by contacting Saya's support team at support@talksaya.com and engaging in good-faith negotiations for a period of not less than thirty (30) calendar days.

12.3 Arbitration

If the dispute is not resolved informally, it shall be finally resolved by binding arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules then in force. The seat of arbitration shall be Singapore. The language of arbitration shall be English. The tribunal shall consist of a sole arbitrator. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction under the New York Convention.

12.4 Small Claims

Notwithstanding Section 12.3, either party may bring an individual claim in a court of competent jurisdiction in the client's country of residence where the amount in dispute falls below the jurisdictional threshold for small claims or equivalent simplified procedures in that jurisdiction.

12.5 Arbitration Costs

If the arbitrator finds that the costs of arbitration would be prohibitive relative to the amount in dispute, Saya shall bear the arbitration filing fees and administrative costs, subject to reallocation by the arbitrator in the final award.

12.6 Class Action Waiver

To the maximum extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not as part of a class, consolidated, or representative action.

12.7 Injunctive Relief

Notwithstanding the foregoing, Saya reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or Platform integrity.

12.8 Regulatory Complaints

Nothing in this Section prevents you from filing a complaint with the regulatory bodies identified in your applicable Country Schedule annexed to the Informed Consent. This arbitration clause applies to civil claims between you and Saya and does not limit the jurisdiction of any regulatory body.

12.9 Relationship to Informed Consent

The dispute resolution provisions of the Informed Consent (Section XVI) and these Terms of Use are intended to operate consistently. Both direct disputes to SIAC arbitration seated in Singapore. In the event of a conflict between the dispute resolution provisions of the Informed Consent and these Terms of Use, the Informed Consent shall prevail with respect to disputes arising from clinical services, and these Terms of Use shall prevail with respect to disputes arising from Platform access, payment, and commercial matters.

13. Modifications to the Platform and Terms

13.1 Platform Modifications

Saya may modify, suspend, or discontinue the Platform or any part thereof at any time with or without notice. Saya shall not be liable for any losses or damages caused by such modifications, interruptions, or discontinuation. If the Platform is discontinued, Saya will make reasonable efforts to provide notice and, where prepaid sessions or active Subscriptions are affected, to issue pro-rata credits or refunds as appropriate.

13.2 Amendments to Terms of Use

Saya may amend these Terms of Use by posting updated terms on the Platform and notifying you by email or in-app notification. For non-material changes, continued use of the Platform after the changes become effective constitutes acceptance. For material changes (including changes to fees, liability, arbitration, or data processing), Saya will provide at least fourteen (14) days' notice and request your affirmative acceptance before the changes take effect. If you do not accept a material amendment, you may discontinue your use of the Platform. Your most recently accepted version of these Terms of Use shall govern any outstanding obligations, pending claims, or data processing activities arising from your use of the Platform prior to the amendment date.

14. Notices

Saya may provide notices to you regarding these Terms of Use or the Platform by email to the address on file, by SMS, or by posting on the Platform. The date of receipt shall be deemed the date on which such notice is given. Notices to Saya must be sent by email to support@talksaya.com. It is your responsibility to ensure that your contact information is accurate and current.

15. General Provisions

• A. Entire Agreement. These Terms of Use, together with the Informed Consent (including all applicable schedules and addenda), and the Privacy Policy, constitute the entire agreement between you and Saya and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written.
• B. Severability. If any provision of these Terms of Use is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed. The remaining provisions shall continue in full force and effect.
• C. Waiver. No failure or delay by Saya in exercising any right shall operate as a waiver thereof. A waiver of any right on one occasion shall not be construed as a waiver of that right on any subsequent occasion.
• D. Assignment. You may not assign your rights or obligations under these Terms of Use without Saya's prior written consent. Saya may assign its rights and obligations to any successor, affiliate, or acquirer of all or substantially all of its business or assets, upon notice to you.
• E. Survival. The provisions of Sections 7 (Privacy and Data), 8 (Intellectual Property), 9 (Disclaimer and Limitation of Liability), 11 (Indemnification), 12 (Dispute Resolution), and this Section 15 shall survive the termination or expiration of these Terms of Use.
• F. Language. These Terms of Use are drafted in English. In the event of any translation, the English version shall prevail.
• G. Contact. For questions about these Terms of Use, contact us at support@talksaya.com.

Last Updated: March 31, 2026