1.Introduction

1.1. These terms and conditions together with any terms and policies referred to in them (together, the “Agreement”) constitutes a legally binding agreement between the party entering into this Agreement (“you” or a “Practitioner”) and Mamma Bali Ltd (“Mamma”, “we”, "us” or “our”). 

1.2. Mamma connects practitioners offering therapy and wellness services (”Professional Services”) with individuals and businesses (“Users”) henceforth known as “Mamma Services”.

1.3. The following policies and documents are hereby incorporated within the Agreement:

1.3.1. privacy policy available at https://www.mammawellbeing.com/pages/privacy-policy ("Privacy Policy");

1.3.2. etiquette policy available at https://mammawellbeing.com/pages/etiquette (“Etiquette Policy”);

1.3.3. eligibility criteria available at https://mammawellbeing.com/pages/eligibility-criteria (“Eligibility Criteria”); and

1.3.4. data protection agreement available at https://mammawellbeing.com/pages/data-protection-agreement (“DPA”).

1.4 We reserve the right to amend the Agreement or policies from time to time for any reason we deem appropriate, acting reasonably. We shall notify you of those changes which shall be deemed accepted by you if you continue to use the Mamma Services. If you do not accept the notified changes you should stop using the Mamma Services.

2. Mamma Services

2.1. Bookings can be made using the Mamma Services by:

2.1.1. the Concierge Programme (as defined in clause 3.1);

2.1.2. enabling Users to book your Professional Services directly via our online platform available at https://mammawellbeing.com (“Website”); and 

2.1.3. any other functionality or booking service which we may introduce.

2.2. In consideration for timely payment of the Service Fee (as defined in clause 8.1), we agree to provide the Mamma Services.

2.3. Mamma makes no warranty, representation or guarantee that:

2.3.1. Your use of the Mamma Services will meet your requirements; and

2.3.2. you will receive a minimum number of bookings for your Professional Services from Users.

2.4. The Website is provided on an “as is” and “as available” basis, and, in particular, Mamma makes no warranty, representation or guarantee that:

2.4.1. the Website will be available;

2.4.2 your use of the Website will be reliable, uninterrupted, timely, secure or free from error; and

2.4.3.any defects in the operation or functionality of the Website will be corrected.

3. Concierge Programme

3.1.Mamma will recommend Practitioners who offer Professional Services which meet the needs the User communicates to us and which we consider to be above certain standards (“Concierge Programme”). 

3.2. Practitioners who we recommend as part of the Concierge Programme may be entitled to, at our discretion, display a mark of our recommendation on any advertisement for their Professional Services placed on the Website in accordance with our instructions from time to time. 

3.3. We may, at our discretion, choose Practitioners from our Concierge Programme when negotiating Bookings (as defined in clause 5.1) with businesses (“Corporate Bookings”).

3.4. In order to be recommended through our Concierge Programme, Practitioners must meet the requirements set out in our Eligibility Criteria. 

3.5. Mamma may desist from recommending you under the Concierge Programme at any time for any reason.

3.6. Mamma may terminate or modify the Concierge Programme at any time for any reason.

4. Your Content 

4.1. You must, at your own expense, provide us with all information, evidence or documents we request from time to time (“Content”) in order to: 

4.1.1. assess whether you are eligible to use the Mamma Services (including your proof of identity, liability or indemnity insurance, DBS documentation, and right to work in the UK if relevant; and

4.1.2. list or otherwise advertise your Professional Services on the Website (including your name, image and a summary of your Professional Services).

4.2. You are responsible for ensuring that all Content is:

4.2.1. accurate, correct and not misleading in all respects; and

4.2.2. use of such Content by us shall not breach any applicable law or any third-party rights (including without limitation a persons’ intellectual property, privacy or data protection rights).

4.3. You hereby grant Mamma a non-exclusive, royalty free, irrevocable and worldwide licence to use, reproduce, distribute, sublicense, communicate, edit and make available the Content on the Website and any and all other distribution channels for any purpose without notice from or further payment to you.

5. Bookings and Cancellations

5.1. You shall notify us of dates and times during which you are able to accept bookings for your Professional Services ("Booking Periods") made by Users through the Mamma Services (“Bookings”). You shall provide a minimum of 10 days availability out of every 30 days unless otherwise agreed.

5.2. If a Booking request is made for a Professional Service with you via the Mamma Services and it falls within a Booking Period:

5.2.1. you shall be deemed to have accepted that Booking and we shall have authority to conclude such Booking on your behalf;

5.2.2. you irrevocably authorise us to confirm the Booking to the User on your behalf; and

5.2.3. you must provide a Professional Service during that time to the User in accordance with the Agreement. 

5.3. Corporate Bookings shall be made using the form at the bottom of this document or any other similar document which the parties agree to use from time to time (“Corporate Bookings Order Form”).

5.4. We may at our absolute discretion refuse to conclude Bookings with certain Users for any reason we deem appropriate in order to protect our legitimate business interests.

5.5. You shall prioritise any Bookings made using the Mamma Services over any other bookings for your Professional Services made using any third-party website, application, or contact (including your own). For the avoidance of doubt, you are not permitted to cancel Bookings made using the Mamma Services in favour of any other bookings.

5.6. Your cancellation and rescheduling terms in respect of Bookings must comply with our booking terms for Users.  In particular for:

5.6.1. Bookings for events, courses, and retreats: It is your choice whether you allow Users to cancel or reschedule Bookings for events, courses or retreats or not; and

5.6.2. All other Bookings: Users must be allowed to cancel or reschedule Bookings up to 48 hours before the time of the appointment without incurring any cancellation or penalty fees

5.7. All refund policies must comply with the following minimum requirements:

5.7.1. Refund policies must be posted on your website (if you have website) and provide it to us so that we can upload it to the Website;

5.7.2. ‘No refund’ policies must be clearly identified as such and must otherwise comply with these minimum requirements;

5.7.3. Refund policies (including “no refund” policies) must provide for a refund or otherwise make good for failure to provide the advertised services (e.g. event cancellation);

5.7.4. Refund policies must be in accordance with all applicable local, state, provincial, national and other laws, rules and regulations;

5.7.5. Refund policies must include specific instructions on how to obtain a refund, including how, when and where to direct a refund request;

5.7.6. Refund policies may not be changed with respect to purchases made prior to the date of such change and its posting to the Website; and

5.7.7. Refund policies must set out a specific time frame within which refund requests will be responded to, which should not exceed five (5) business days for a first response.

5.8. You shall be entitled to cancel any Booking Period by notifying us at any time that you will be unavailable during that period, provided that no Bookings have been made in relation to that Booking Period.

5.9. If for any reason you cancel or fail to attend a Booking you agree that you shall, at the User’s discretion:

5.9.1. refund the full value of the Booking (including the Service Fees incurred); or

5.9.2. reschedule the Booking free of charge.

5.10. In addition to clause 5.9, you agree that you shall reimburse Mamma for any costs incurred as a result of your cancellation or failure to attend a Booking including any compensation we may choose to offer to Users at our sole discretion, including, without limitation, vouchers or coupons for booking Professional Services (either with you or a third party) using the Mamma Services.

5.11. If you cancel a Corporate Booking or Booking made through the Concierge Programme you must give us at least two weeks’ notice before the day of the event. Your cancellation of the event in accordance with this clause does not limit our other rights under this Agreement, including, without limitation, the cancellation consequences set out at clauses 5.9 and 5.10.

6. Professional Services

6.1. You shall perform the Professional Services with the highest level of care, skill and diligence in accordance with best practice in your industry, profession or trade.

6.2. You shall ensure that you have sufficient space in which to provide the Professional Services and that space is private, calm, quiet and in keeping with the standard of Professional Service you are expected to provide under this Agreement.

6.3. You shall ensure that you have sufficient equipment, gear, instruments and related resources to provide the Professional Services.

6.4. You shall ensure that all equipment, gear, instruments, related resources standards and techniques used in providing the Professional Services are of the best quality.

6.5. You shall obtain and at all times, maintain during the term of the Agreement, all necessary experience, qualifications, permissions, licences and consents to comply with all applicable laws in relation to the Professional Services and use of any equipment when providing those services. 

6.6. You agree that at all times you shall comply with our Etiquette Policy.

6.7. Although we take reasonable steps to confirm each User’s age when making Bookings, it is solely your responsibility to check and verify that Users are at least 18 years of age prior to the provision of the Professional Services to each User and you shall be solely liable and shall hold us harmless and indemnify us against any liabilities, losses or damages arising from or in connection with your failure to do so. 

7. Fees for your Professional Services

7.1 The parties shall, from time to time, consult on your rates for the provision of Professional Services which shall be charged by us on your behalf to Users for Professional Services booked using the Mamma Services.

7.2. You shall at all times provide the Professional Services to Users at the same rates or lower than any other rate you offer on any third-party website or application (including your own).

7.3. We reserve the right to offer any form of promotions, discounts or any other form of special rates to Users for the provision of your Professional Services offered through the Mamma Services. We will give you notice of such offerings and you are deemed to accept unless you object in writing within 48 hours of such notice.

7.4. Special fees for Corporate Bookings shall be agreed on a case by case basis between the parties using the Corporate Bookings Order Form.

8. Payment to Mamma

8.1. In consideration for using the Mamma Services, you agree that we shall be entitled to:

8.1.1. retain a share of the Booking Price for each Booking as notified to the Practitioner in writing from time to time as commission for providing the Mamma Services;

8.1.2. charge you a monthly fee; and/or

8.1.3. charge and retain an additional booking fee to the User for each Booking,

together (“Service Fee”)

8.2. Without prejudice to clause 8.3, payments by Users for Professional Services that are booked using the Mamma Services ("Booking Price") shall be collected by Mamma (or its subcontractor) and you hereby authorise us (or it) to deduct: 

8.2.1. any taxes or tariffs due in relation to the provision of the Mamma Services;

8.2.2. our Service Fee; and

8.2.3. any other payments due to third parties (including, without limitation banking fees) in respect of any Booking.

8.3. Payments for Corporate Bookings shall be made by the Practitioner in a manner agreed between the parties in writing using the Corporate Bookings Order Form. 

8.4. For each Booking we, or our third-party payment processor, shall endeavour to provide you with a statement setting out the total balance of the Booking Price (after deductions made in accordance with clause 8.2) (“Your Fee”), and we shall pay Your Fee to a UK bank account of your choice (as notified to us in writing from time to time) within 21 Working Days of your services being completed (for the avoidance of doubt, a "Working Day" is a day on which banks are generally open for business in England). 

8.5. Mamma may at any time, without notice to the Practitioner, set off any liability of the Practitioner to Mamma against any liability of Mamma to the Practitioner, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement.

8.6. For the avoidance of doubt, all fees and charges due under this Agreement are exclusive of any VAT or other tax or tariff unless expressly stated otherwise hereunder. 

9. Term and Termination

9.1. The Agreement shall continue in force until terminated by us or you in accordance with the terms of this Agreement.

9.2. Either party may terminate this Agreement by giving the other party four (4) weeks’ written notice.

9.3. We may terminate the Agreement immediately without notice to you:

9.3.1. if you breach the Agreement;

9.3.2. if you refuse to accept any amendment or variation by us of the terms of this Agreement;

9.3.3. if any consent, licence or authorisation held by you is revoked or modified such that we reasonably believe that you are no longer able or qualified to provide the Professional Services;

9.3.4. if you and/or HMRC assert that you are our employee or worker status, or anything other than a recipient of services;

9.3.5. if you commit any act or do anything which we reasonably believe will or may bring Mamma (or its associated parties or brand(s)) into disrepute; or

9.3.6. if you breach the Etiquette Policy or Eligibility Criteria.

9.4. We reserve the right to suspend the Mamma Services without notice for any period that we see fit in order to protect our legitimate business interests.

9.5. On termination of the Agreement:

9.5.1. you shall return all our property to us, including without limitation any confidential information and customer information;

9.5.2. you will settle all balances owed to us within 14 Working Days to a bank account of our choice which we notify you of from time to time in writing (and verify with you   over the phone); and

9.5.3. we will settle all balances owed to you within 21 Working Days.

9.6. Termination of the Agreement will not affect any accrued rights and liabilities of either you or us at any time up to the date of termination.

9.7. Any terms that are intended to survive termination or come in to force on termination shall remain in full force and effect. 

10. Non-Circumvention Obligations

10.1. During the term of this Agreement and for at least twelve (12) months after the term, you undertake that, other than in concert with Mamma or with Mamma’s express prior written approval, you shall not, directly or indirectly:

10.1.1. provide the Professional Services (or substantially similar services); or

10.1.2. provide marketing or promotional information or material regarding the Professional Services (or substantially similar services),

to any User who finds you via the Mamma Services or has made or intends to make a Booking with you as a result of using the Mamma Services.

10.2. Where a User does contact you directly (including via your website) to book your Professional Services, you agree to decline any direct booking offers from that User and instead request that the User makes a Booking using the Mamma Services. 

11. Confidentiality 

11.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (“Confidential Information”) except as is strictly necessary to comply with their obligations under this Agreement and as permitted by this clause 11. 

11.2. Each party may disclose the other party's Confidential Information:

11.2.1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with these confidentiality obligations; and

11.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3. Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under the Agreement.

12. Our Brand and Intellectual Property

12.1. You acknowledge that we provide the Mamma Services only to such persons that provide Professional Services at the highest standards. To ensure that our brand, image, reputation and/or goodwill remain intact at all times, you agree:

12.1.1. not to do anything that could or is likely to harm our reputation or goodwill; and

12.1.2. to permit the assessment of you by us (for our own purposes) and to provide any reasonable assistance required by us to facilitate such assessment

12.2. If your conduct, in our reasonable opinion, has compromised or is likely to compromise our brand in any way (including any goodwill associated with that brand) you will, at your own cost, promptly take such steps as we reasonably require to remedy your conduct. This is without prejudice to any other rights we may have under the Agreement including our termination rights.

12.3. You acknowledge and agree that our intellectual property rights including (without limitation) the trade mark "Mamma", the Mamma logo and all intellectual property rights in our Website (whether registered or unregistered) belong to us or our licensors (as applicable) and that you have no rights in such intellectual property rights except to the extent expressly set out in the Agreement. You shall not use such intellectual property rights except to the extent that you are expressly authorised to.

12.4. Where you have created and published any content on your website or social media you grant us an irrevocable, perpetual, sub-licensable, royalty-free licence to copy, edit, modify, use, distribute or otherwise exploit such content for the purpose of marketing the Mamma Services and Mamma’s brand generally. You also warrant to us that you have obtained all consents, licences and authorisations to license such content to us and that use of the same in any way shall not breach any third party rights, including, without limitation any privacy rights of any individuals who appear on that content. 

13. Liability and Insurance

13.1. References to liability in this clause 11 includes every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.2. Mamma shall not, under any circumstances, be liable for:

13.2.1. any indirect loss or punitive damages; or

13.2.2. any loss of profit, loss of goodwill, loss of sales or business, loss of contracts, loss of anticipated saving, loss of use or corruption of software, data or information or loss of business opportunity whether such loss or damage arises directly, indirectly or otherwise,

that the Practitioner may suffer in connection with the Agreement.

13.3. Mamma’s maximum aggregate liability under or in connection with the Agreement and the Practitioner’s use of the Website and Mamma Services whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the total of three times the Service Fee paid by the Practitioner under the Agreement.

13.4. Unless the Practitioner notifies Mamma that it intends to make a claim in respect of an event within 12 months of the day on which the Practitioner became, or ought reasonably to have become, aware of the event having occurred, it shall not be able to recover any loss or damage whatsoever.  The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13.5. You shall indemnify and shall keep indemnified and hold harmless us and our subcontractors, officers, directors, employees, personnel, agents, affiliates or corporate partners, from and against any losses, damages, liability, costs (including without limitation legal fees) and expenses incurred by us arising from or in connection with:

13.5.1. the Professional Service provided by you or any breach of the Agreement by you;

13.5.2. your breach of the terms of this Agreement;

13.5.3. any income tax, employee's National Insurance contributions and related interest and/or any penalties arising in respect of you providing the Professional Service for which we may be called upon to account to HMRC; and

13.5.4. any other tax whatsoever arising from or made in connection with the performance of the Professional Service where such recovery is not prohibited by law and for which we may be called upon to account.

13.6. You agree to produce to Mamma on demand copies of your insurance documents and the receipt for the then current premium which shall cover for:

13.6.1 your potential liabilities under this Agreement; and

13.6.2. your potential liabilities in connection with the provision of Professional Services.

13.7. For the avoidance of doubt, you are solely responsible and liable under clause 14.3 for your own insurance cover.

14. Third Party Disputes and Complaints

14.1 The Mamma Services facilitates the booking of Professional Services between practitioners and Users. You understand and accept that Mamma shall not be a party to any agreement, arrangement, contract or other relationship (whether informal or formal) that is or may be created amongst or between the Practitioner and any User in respect of the provision of Professional Services.

14.2. The Practitioner hereby releases Mamma from all liability for claims, liabilities and losses arising from any Booking and agrees that Mamma shall have no liability for, or in relation to, any dispute which may arise between the Practitioner and any other parties to any such arrangements.

14.3. During the Agreement and for a period of one year afterwards the Practitioner shall maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent businessman/woman in connection with the risks associated with the provision of the Professional Services and any other obligation arising under or relating to the Agreement.

14.4. Without prejudice to the other provisions in this clause 14, in the event a User complains to us that you have provided an unsatisfactory Professional Service, for example where you are late, we may at our discretion assume control over the handling of the complaint and determine whether compensation shall be due to the User. Our decision will be final. You shall fully reimburse us for any compensation which we pay to the User which may include without limitation, discounts on future Professional Services booked via the Mamma Services. 

15. Third Party Rights and Subcontracting

15.1. The Agreement is made for the benefit of you and us and is not intended to benefit, or be enforceable by, any other person.

15.2. You hereby accept and acknowledge that Mamma may subcontract or delegate the provision of the Mamma Services or any part thereof to any third party and that Mamma’s rights hereunder shall be subcontracted to any third party in order to deliver the Mamma Services.

16. Use of Image and Personal Data 

16.1. The parties agree to comply with the terms of the DPA, found at the bottom of this document.

16.2. You grant us permission to produce, amend, upload or distribute any content or other materials containing your name, voice, image and likeness for the purposes of marketing the Mamma Services and Mamma’s brand generally. 

17. Audit

We have the right to monitor your use of our Mamma Services to ensure your compliance with the Agreement, all applicable laws and prevent, detect, investigate crime or wrongdoing by you or others or any other reason that we deem necessary to protect our legitimate business interests. 

18. Assignment 

18.1. The Agreement is personal to the Practitioner and the Practitioner shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under any such term without our prior written consent.

18.2. Mamma may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.

18.3. Mamma may at any time sub-contract or delegate its rights or obligations under the Agreement. 

19. Entire Agreement 

19.1. We and you agree that the Agreement constitutes the entire agreement between you and us and without prejudice to any accrued rights and liabilities of either you or us arising by virtue of or in connection with any previous written agreement between you and us. The Agreement terminates and replaces all previous agreements, understandings and arrangements between you and us, whether in writing or oral in respect of its subject matter.

19.2. You and we each acknowledge that you and we have not entered into the Agreement in reliance on and shall have no remedies in respect of any representation or warranty that is not expressly set out in the Agreement. Neither you nor we shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Agreement. 

20. Severability  

If any provision of the Agreement is declared illegal or unenforceable, it shall be deemed deleted, but the remainder of the Agreement shall be valid and enforceable to the extent permitted by law. If any provision or part-provision of this Agreement is deemed deleted under this clause, Mamma shall propose a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision and that provision shall be inserted into this Agreement and shall have effect from the date this Agreement was entered into.

21. Relationship Between the Parties

21.1. You acknowledge there is no employment relationship, worker relationship or any similar type of relationship, nor are we acting as your agent.

21.2. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

21.3. In the event of any assertion by you, the HMRC or any other authority that you are anything other than a recipient of services, you shall cooperate with us and shall provide such assistance to us as we reasonably require.

22. Force Majeure 

We shall not be liable for any breaches of our obligations under the Agreement resulting from causes beyond our reasonable control including but not limited to acts of God, enemy, fire, flood, epidemic, pandemic, explosion, catastrophe, any law or any action taken by a government or public authority or non-performance of our sub-contractors.

23. Further assurance 

You and we shall (at our respective own expense) promptly execute and deliver all such documents, and do all such things, or procure the execution of documents and doing of such things as are required to give full effect to the Agreement and the transactions intended to be effected pursuant to it. 

24. Variation 

We may change the terms of this Agreement at any time. We will notify you of any changes to our terms. You shall be responsible for reading through any changes. You acknowledge that by continuing to use the Mamma Services you shall be deemed to have accepted any changes made by us to the terms of this Agreement.

25. Notice

25.1. Any notice, request, instruction or other document to be given to Mamma hereunder shall be sent via e-mail to the following e-mail address: hello@mammawellbeing.com (such email notice deemed delivered following confirmation from Mamma of receipt).

25.2. Any notice, request, instruction or other document to be given to the Practitioner hereunder shall be delivered or sent by e-mail, text message or by post using the contact details provided to Mamma during the term of this Agreement (such notice to be deemed delivered at the time of transmission for notices sent via text message and e-mail and in the case of post, one Working Day after delivery). 

26. Authority to Enter into this Agreement  

The parties declare that they have the right, power and authority to enter into the Agreement. 

27. Choice of Law and Jurisdiction

The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and the Parties submit to the exclusive jurisdiction of the courts of England. 

28. Counterparts

The Agreement may be executed in any number of counterparts, and by you and us on separate counterparts. Each counterpart shall be deemed to be an original, but all counterparts shall together constitute one and the same instrument. 

29. Language

In the event that the Agreement is presented in dual language format or a translation of the Agreement is provided by us, the English language version of the Agreement shall prevail if there is a conflict. Any notice given under or in connection with the Agreement and all other documents provided under or in connection with the Agreement shall be in English.