Terms & Conditions

WHO WE ARE AND HOW TO CONTACT US

We are Valvita Innovations Limited, trading as AMA, a limited company (registration number 14636784 and VAT number [442801612]). We are based at First Floor Winston House, 349 Regents Park Road, London, United Kingdom, N3 1DH. For information on the best way to contact us, see support@amaforyou.com

TERMS

These terms apply to sellers on AMA, our online platform and are primarily aimed at professionals based in the UK. If you are joining us from outside of the UK we do not guarantee that these terms will meet any local laws relating to the country in which you are based.

Terms which appear in bold have specific meanings a full list of which you can see in Clause 13 (Defined terms).

These terms cover the following matters (which we have grouped here and which, for ease, you to click on to go to the relevant section):

1. QUICK LINKS

Becoming a seller on AMA

• How to apply and our agreement with you
• The policies which form part of these terms
• Your warranties about the information you give
• Our rights to verify the information you give us and your compliance with these terms
• Our communications with each other
• Your communications with customers
• Your use of our Platform
• Platform availability
• Creating your supplier profile
• How customer reviews are collected and displayed
• Orders from outside the UK

Dealing with customer bookings, refunds and complaints

• General Principles
• Our responsibility to you
• Booking process
• Dealing with customer cancellations
• Dealing with customer complaints
• How customers are refunded

Fees

• How we pay you
• When we pay you
• Displaying your prices

Access to and use of Personal Data

• Our obligations
• Your obligations

Using each other’s branding and other intellectual property rights

• Your use of our branding
• Our use of your branding and materials
Suspension of listings, ending this agreement and disputes

• Suspension or termination of your use of AMA
• How you can end this agreement
• How to complain if you are not happy with our service
• Your obligations after this agreement ends
• Our obligations after this agreement ends

Limitations of liability

• Meaning of liability in these terms
• Your liability to us
• Liability neither you nor we can limit or exclude
• Types of loss you and we exclude liability for
• Caps on your and our liability to each other
• Claims and Actions Against Us in connection with You or Your Services
• Insurance

How we and you must protect each other’s confidential information

• Our obligations to each other

Data Protection Obligations

• General obligations
• Data processing clauses
• Scope, nature, purpose, duration and types of personal data

Changes to these terms

• How we make changes to these terms

Other important terms

• Governing law and jurisdiction
• Impact of events beyond your or our reasonable control (force majeure)
• We can transfer our rights and obligations under this agreement
• What happens if you want to transfer your rights and obligations
• Other changes to these terms
• Entire agreement
• Waiver of rights
• Invalidity of part of this agreement doesn’t affect the rest of it
• Only you and we have rights under this agreement

Defined terms

• Terms that are capitalised or in bold are defined in this section

1. BECOMING A SELLER ON AMA

How to apply and our agreement with you

You can apply to become a seller on our online platform here. During the application process you shall:

• Confirm that you are a limited company or sole trader;
• Provide contact details such as a contact name, email address and telephone number;
• Provide details of your skills, experience and qualifications;
• Confirm that you will not provide any prohibited services;
• Provide details of any memberships such as regulatory and professional bodies;
• Provide full, complete and accurate details of the services you offer;
• Confirm whether you will be providing the services face-to-face or via our video calling facility;
• Provide details of other types of practitioners you would be willing to collaborate with;
• Insofar as you have access to Our Platform you agree to comply with all relevant restrictions in Your use of our Platform.
• The provisions in clause 12 (Other important terms) shall apply to any disputes concerning your application.
An agreement between you and us governed by these terms will come into force when we accept your application.

The policies which form part of these terms

The policies set out below, which you and we must comply with, form part of these terms and our agreement with you. See clause 11 (Changes to these terms) for how and when we tell you about changes and how you can end this agreement if you’re not happy with a change. The policies are:

• Acceptable Use Policy. This sets out what you can and can’t do when creating your profile and listings and when responding to customer reviews.
• Prohibited Services Policy. This lists the type of services you can’t sell on AMA.
• Customer Complaints and Refunds policy. This is the information for customers about how refunds and returns are dealt with, which you must comply with.
• Customer Care Policy. This sets out how you must deal with customer complaints and questions.
• Complaints Policy. This sets out the procedure we follow when dealing with your complaints about AMA.
Your warranties about the information you give
You represent and warrant that:

• The information you provide to us in connection with your application to become a seller on AMA is complete and accurate and you’ll promptly notify us of any changes to it and keep the supplier profile you create on our supplier interface up to date;
• Any documents you submit to us to support your application or in response to any request from us at any time are either genuine documents or true copies of genuine documents
• the services will meet customers’ reasonable expectations;
• you can make yourself available and have sufficient time and resources to perform all bookings
• you are appropriately qualified, trained and experienced to provide the services;
• you will perform the services with reasonable care, skill and diligence and in accordance with good practice in your industry, profession or trade;
• All services you provide are safe for customers and comply with any relevant laws and best practices;
• in relation to personal data, where you collect and process personal data relating to a customer, (whether directly or indirectly) as a result of its access to the AMA platform, you shall comply with all of your obligations as a ‘data controller’ under the relevant UK Data Protection Law;
If you are performing the services in person you also hereby represent and warrant that:
• your premises are safe and clean;
• you comply with all applicable health and safety rules and regulations; and
• you have appropriate policies and practices in place to ensure the safety of customers frequenting your premises.

Our rights to verify the information you give us and your compliance with these terms

We may at our option at any time require you to promptly provide us with reasonable evidence that any information you’ve given us is true and up to date and that such information and your behaviour is in compliance with these terms.
Such information includes (but is not limited to) information in connection with your application to become a seller on AMA, in your supplier profile and in the listings for your services.

We will ask you to provide details to verify your skills, qualifications and experience.

We can suspend or restrict individual listings until you’ve supplied this evidence and end this agreement if you don’t comply with this requirement. See clause 7 (Suspension of listings, ending of this agreement and disputes).

You permit and instruct us to collect information about you and in connection with your performance of this agreement (including without limitation the services you list on AMA) and disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations.

Our communications with each other

Through the dashboard you will have access to customer bookings, questions, cancellations and complaints.

We will primarily contact you via email, however, we may also send you messages via the dashboard, including messages about our service, such as changes to these terms and our policies.

Your communications with customers

In the first instance customers will be able to place bookings with you via your dashboard and your initial communications with customers should be via the dashboard.

Should you correspond with a customer outside of the platform, you understand we cannot record or store any of these communications, so you will need to keep your own copies for your records.

Although we provide video and chat facilities via our platform, please be aware that these recorded via a third party system, so we cannot guarantee that it will wholly accurate or error free, so please ensure you have your own back-up process for recording any video calls or chats.

All communications with customers (and other professionals) must comply with our Acceptable Use Policy.

Your use of our platform

You may only use our platform for listing and selling your services and communicating with us and your customers as envisaged in these terms and not for any other purpose.

You agree to use all reasonable security practices to prevent unauthorised access or damage to Our Platform. These practices include but are not limited to:

• Making sure any devices you use to access Our Platform have up to date anti-virus protection and not introducing any viruses into Our Platform.
• Ensuring that your log-in details and passwords for Our Platform:
o are strong and secure;
o are only used by your employees and approved subcontractors, who in each case are required to comply with the rules set out in this section;
o are not shared between users; and
o are frequently changed and as and when prompted.
• Telling us immediately if you think that log-in details or passwords are being or may be used in an unauthorised way or that the security of Our Platform has been compromised in any other way.
Except as permitted by any applicable law which you and we can’t agree to exclude, you mustn’t:

• Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Our Platform in any form or media or by any means.
• Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Our Platform.
• Access all or any part of Our Platform to build a product or service which competes with AMA.
• Use Our Platform to provide services to third parties or allow or assist third parties to access Our Platform.
Create multiple accounts to evade punishment or avoid restrictions.
You hereby acknowledge and agree that by including your services on our platform it is likely to be construed as endorsing or approving the services so we may include notices on the platform to make it clear to customers that we have no liability to them for this.
Platform Availability

We aim to make the platform available on a 24/7 basis, however, we make no guarantees around this, as do to the nature of online platform technical issues may arise. We also reserve the right to take some or all of the platform offline as reasonably required for routine or emergency maintenance or repairs. We’ll give you as much notice of such downtime as is reasonably possible, however, we cannot guarantee that we will be able to give you any notice.
You acknowledge and agree that the platform is provided on an “AS-IS” basis. Any statements as to the specification or functionality of the platform contained in any documentation provided to you: (i) is for guidance only; and (ii) shall not be read and construed as any warranty or representation by us, and we shall not be liable if the platform does not function in accordance with such statements. All warranties, conditions and other terms implied by law (whether as to quality, merchantability, description, fitness for purpose or otherwise) are excluded. Without prejudice to other exclusions and limitations on liability set out in these Terms, we are not liable to you, whether in contract, tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, for any losses that you may suffer or incur as a result of using the platform.
Also, please note communications using the internet may be affected by events outside our reasonable control.

Creating your supplier profile

In order to receive bookings from customers, you must create a supplier profile during the verification process. Once you’ve done this you can create a profile, list your services and include a link to your calendar to make it easier for customers to place direct bookings with you.

You represent and that you’ll:

• Only create listings for services which are not prohibited services (as set out in our Prohibited Services Policy).
• Only list services which comply with all applicable legislation and regulations relating to them and that don’t infringe third party trade marks or other intellectual property rights.
• Only list services which are safe and ‘fit for purpose’ and conform with any description you provide. You cannot list services that are unsafe or that we reasonably believe to be unsafe or are not ‘fit for purpose’ or do not conform to our understanding of the services.
Include in your profile, all the information about you and your services and how you’ll fulfil bookings, as well as any relevant safety information about your services (the dashboard will prompt you to provide this information but you’re responsible for making sure you comply with the law regarding your services and how you advertise them).
You must ensure that your supplier profile and the listings for your services:

• Comply with our Acceptable Use Policy, which bans things such as obscenity, discrimination and defamation.
• Only feature high quality images and descriptions (which you warrant that you have all the necessary intellectual property and other rights to use in this way (as further set out in Our use of your branding and other intellectual property rights).
• Are in the English language and be clear and comprehensible.
• Display real-time information about the availability of your services..
• Don’t use any search engine optimisation techniques which breach search engines’ guidelines or involve deception, including but not limited to keyword stuffing.
How Customer Reviews are Collected and Displayed

We and you agree to use our best efforts to make sure that customer reviews on AMA are from customers who have bought services and tried them and who are not connected with you or from anyone who has in any way encouraged or incentivised to post a favourable review.

You may use your dashboard to invite customers to review your services. AMA does not permit users to submit reviews unless invited to do so.

Our software may block language in customer reviews which is not permitted under our Acceptable Use Policy but we don’t guarantee that it will do so. You’re responsible for checking reviews for compliance with our Acceptable Use Policy and telling us if you consider that a review breaches it. If we agree, we’ll remove the review from the site and inform the customer we’ve done so.

You may respond to reviews using your dashboard, provided your response complies with our Acceptable Use Policy and Customer Care Policy. We’ll publish your response below the review unless we reasonably think that it doesn’t comply with these policies

Orders from Outside the UK

AMA only displays information to customers in the English language and only accepts payment in pounds sterling. Despite taking these steps, customers from outside the UK may succeed in booking your services from AMA.
the UK and these terms are based on English Law, customers may have more rights and protections if they are based outside the UK, so you accept bookings from outside the UK at your own risk (or you may choose to reject them).

2. DEALING WITH CUSTOMER BOOKINGS, REFUNDS AND COMPLAINTS

General Principles

You must deal promptly and professionally with any customer questions about bookings using the dashboard. You must liaise with us if the question relates to any part of the process we’re involved in. You and we will co-operate with each other in trying to resolve any such questions. All your interactions with customers must comply with the Customer Care Policy. See also How you must handle customer complaints.

Our Responsibility to You

When a customer makes a booking for your services we will facilitate you or customers being able to:
• set up a dashboard that allows you to showcase your services, including;
• book directly with you via the dashboard;
• take payment for the bookings via the platform;
• correspond with each other via the platform (including via a chat function);
• provide your services via a video call on our platform;
• cancel a booking (and provide a refund in accordance with the Customer Complaints and Refunds Policy)
• bundle your services as one service offering (e.g. bundle your services at a discounted rate)
As a customer can place a booking for your services directly with you via the dashboard, you understand that a direct agreement is created between you and the customer (and that Valvita has no liability to you in relation to that agreement).
Booking Process

The following sets out the process as to how a customer can place a booking with you:

• Once a customer has placed a booking you will receive notification in your calendar;
• You can then choose to accept or reject the booking;
• Payment will then be taken from the customer via our chosen payment provider;
• Once the receipt of the money is confirmed you will be able to choose to withdraw the money from the account;
• The balance will show the money received minus the payment provider and the AMA fees;
• If you need to cancel a booking you must follow the Customer Complaints and Refunds Policy.
Dealing with Customer Cancellations

You will receive a notification via the dashboard if a customer wishes to cancel a booking. Otherwise, we’ll also tell you if a consumer contacts us to cancel a booking. When we do so, or when a consumer contacts you directly to cancel an order, you must comply with the Customer Complaints and Refunds Policy and any further commitments you’ve made.

You must promptly tell us of any cancellations and/or refunds due to customers and these will be dealt with in accordance with the Customer Complaints and Refund Policy.

Dealing with Customer Complaints

We’ll tell you if a customer complains to us about you or one of your services, including any complaints that services have not met their description or promised outcomes or that cancelled bookings have not been refunded.

We aim to provide you with all relevant details about the complaint.

You must deal with complaints we tell you about, and any complaints you receive directly from customers, in a way that complies with the Customer Care Policy.

Also, you will need to familiarise yourself with consumer law and honour any additional commitments or guarantees you’ve made in your listing or other marketing or advertising.

Please see the Trading Standards advice on online selling at www.businesscompanion.info

As part of our Customer Care Policy, we aim to ensure that all complaints and disputes arising out of the supply or non-supply of the services through AMA are resolved amicably and satisfactorily. As such, we may offer assistance or mediation to resolve the complaint and you agree to co-operate fully in this process.

Further details are set out in our Customer Complaints and Refunds Policy and Customer Care Policy.

You must keep detailed records of how you’ve dealt with customer complaints and share them with us if requested (and we will process and protect any personal data you share with us in relation to this in accordance with our Privacy Policy.

If, in relation to any dispute with a customer, you don’t engage in the dispute resolution process, as required by these terms and in good faith, then we may refund and/or compensate the customer on your behalf. We can also do this if you don’t abide by any commitment you’ve made during dispute resolution, any settlement reached through mediation or any ruling made by a court or other competent authority.

All refunds will be handled as set out in the Customer Complaints and Refunds Policy.

You must reimburse us for any payments we have to make to customers in compensation on your behalf.

How Customers are Refunded

If you instruct us to refund a customer on your behalf, we’ll do so provided we can deduct such sums from money due to you.

We are not obliged to refund more than the amount you charged the customer for your services. If we can’t deduct such sums from money due from us to you, we may require you to refund the customer directly.

For further details please see our Customer Complaints and Refunds Policy.

3. FEES

How we pay you

It is free for you to register your account and display your services via AMA, however, in consideration of us providing you access to the platform and our services, we will charge you a 6% fee + VAT (“Fee”) on each booking made through AMA.

When we pay you

In the first instance we will receive payment from the customer and then we will deduct the Fee and pay you the balance within 14 days of us receiving the payment.

We may also charge you a fee for handling customer complaints and refunds, further details of which are set out in the Customer Complaints and Refunds Policy.

If we have to compensate a customer on your behalf, we will also deduct these fees from the next payment(s) owing to you until we have been fully reimbursed.

In some circumstances we may charge you an administration fee (e.g. if you delete your account and we need to set it up for you again).

All payments are made in pounds sterling.

You must account to HMRC for any payments received and VAT due on sales of your services on AMA and fully comply with your tax obligations in connection with the sale of your services on AMA (including the collection, reporting, filing and payment of any and all applicable taxes (such as VAT, plastic packaging taxes and duties) and other governmental assessments). You hereby indemnify and hold us harmless against (i.e. agree to fully compensate us for) any compensation, costs, damages, expenses and fines we may have to pay should you breach these obligations.

Displaying of Your Prices

You must honest and transparent with customers when displaying your prices and you must include all costs in the displayed price.

In accordance with our Customer Care Policy your prices should be fair and reasonable.

Unless it is obvious to the customer that there has been in error in the price displayed you must honour the prices you display on AMA for your services.

5. ACCESS TO AND USE OF PERSONAL DATA

Our Obligations

Your own and your customers’ use of AMA will generate data (including Personal data), especially about bookings , customer queries and reviews for your services. Our Data Processing Clauses in Section 10 below set out the extent to which and under what conditions we’ll process this data on your behalf via AMA.

Any personal data we collect and process about you for our own purposes (e.g. for the purposes of onboarding you onto the platform) will be treated in accordance with our Privacy Policy.

Your Obligations

When you are collecting and processing personal data about your customers (e.g. when engaging them and providing them with your services) you do so in accordance with UK Data Protection Law and you must not share any personal data regarding your customers unless it is in compliance with these laws (such as having their explicit and informed consent).

When you are interacting with other professionals on our platform you must also do so in accordance with UK Data Protection Law.

For more information regarding your obligations under UK Data Protection Law please see: https://ico.org.uk/for-organisations/advice-for-small-organisations/

6. USING EACH OTHER’S BRANDING AND OTHER INTELLECTUAL PROPERTY RIGHTS

Your Use of Our Branding and Materials

You may publicise your listings on AMA outside of the AMA platform, for example, on social media. In doing so you must take care not to in any way suggest that you or your listings are endorsed, controlled or created by AMA or Valvita.

You can share the ‘urls’ for your listings and professional pages and state that your services can be booked on AMA. However, you can’t use the AMA or Valvita name or logos either on their own or in combination with another word or use the AMA or Valvita name in your social media profile name or photo.

You also can’t create content with the same look or feel as that of AMA or Valvita or the platform (or create any software or services that are similar or in any way competitive with the AMA platform).

As soon as reasonably possible after our agreement with you ends, you must remove any content that suggests you sell on AMA from any places you control and use your best efforts to remove such content from any places owned by any third parties.

Our Use of Your Branding and Materials

You hereby grant us a non-exclusive, worldwide, fully paid-up, royalty-free licence to host, reproduce, display and publish any content, data or information (including photos, videos, materials, trade marks and branding) you provide to us in connection with you and your services (Your materials) for the purposes of listing and selling your services on AMA and operating, improving and marketing of AMA in any media.

Please note that clause 8 (Claims and Actions Against Us) sets out what happens if someone claims that our use of Your materials (as set out above) infringes their intellectual property or other rights.

As soon as reasonably possible after this agreement ends, we’ll stop all use of Your materials on AMA. However, we reserve the right to continue using Your materials for the purposes and period set out in Your Obligations After This Agreement Ends and Our Obligations After This Agreement Ends.

Except as stated above, we won’t acquire any rights to Your materials and any goodwill generated by our use of Your materials on AMA or through our marketing activities will accrue to you.

7. SUSPENSION OF LISTINGS, ENDING THIS AGREEMENT AND DISPUTES BETWEEN US

Suspension or Termination of Your Use of AMA

We can suspend or restrict any individual listing you make on AMA if we become aware, or have reason to believe, that what you’ve told us about your services or said about your services in the listing for it is not true or up to date or that the services or the listing doesn’t comply with these terms, including our policies (see The policies which form part of these terms) or is otherwise unlawful.

We can end this agreement and your rights to use AMA for any of the following reasons:

• You’ve not complied with these terms, including the policies referred to in them and your non-compliance is more than trivial or is repeated.
• We have received a significant or multiple complaints about you or your services.
• You have not resolved a dispute with a customer to our satisfaction or have refused to reimburse us for any compensation we have had to pay to customers on your behalf.
• You’ve become Insolvent or you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business or your financial position deteriorates to such an extent that we think your ability to fulfil your obligations under this agreement is at risk.
• We reasonably consider that our continuing to provide services to you could expose AMA to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on AMA’s reputation or the other suppliers selling on AMA.
• We decide to stop providing AMA or to stop selling your type of services on AMA.
• We reasonably determine, or receive information or notice from HMRC, that you are not meeting your tax obligations.
When possible, we’ll give you at least 30 days’ notice that we are ending this agreement unless:

• Our legal, tax or regulatory obligations require us to end this agreement without such notice.
• It’s imperative for us to end this agreement either immediately or on shorter notice. For example, we may end this agreement with immediate effect if you become Insolvent or we discover that your services are unsafe or counterfeit or present a danger to minors or if we reasonably suspect you of fraud or of using AMA to spam others or you otherwise bring AMA or Valvita into disrepute.
• You’ve repeatedly broken this agreement.
If we’re suspending or restricting an individual listing or ending this agreement, we’ll normally give you a written statement of the specific facts or circumstances which led to our decision and which of these terms we consider you’ve broken. If we’re acting in response to a notification from someone else, where possible we’ll also share the contents of that notification with you. However, we won’t give you such a statement if:

• We’re subject to a legal, tax or regulatory obligation not to provide the specific facts or circumstances or to set out our reasons.
• We are subject to confidentiality or data protection restrictions.
• We’re ending this agreement because you’ve repeatedly broken it.
See also Your Obligations After This Agreement Ends and Our Obligations After This Agreement Ends.



How You Can End This Agreement

You can end this agreement with immediate effect by giving us written notice to support@amaforyou.com for any of the following reasons:

• We’ve not complied with these terms in such a way as to make your continued use of AMA impossible;
• Our non-compliance with these terms is repeated on multiple occasions and (if our non-compliance is remediable) we’ve not remedied it within 60 days of you asking us to do so.
• We’ve become Insolvent or we suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of our business or our financial position deteriorates to such an extent that you think our ability to fulfil our obligations under this agreement is at risk.
You can also end this agreement if you decide to stop using AMA for any reason, including because you’re not happy with changes we’re making to these terms. In these situations, you must give us at least 90 days written notice that you are ending this agreement, as follows:

• If you’re ending this agreement because we’ve told you about an upcoming change to these terms (see clause 11 (Changes to these terms and policies)), however, you can’t end this agreement in this way because of a change if:
o You’ve listed new services on AMA after being told about the change;
o You’ve previously told us that you accept the change.
Any other reason. If you have decided that you no longer wish to continue listing your services on AMA.

How to Complain if You’re Not Happy with Our Services

If you want to complain about our services or the way we’ve treated you, including because you disagree with us refunding or compensating a customer, restricting or suspending a listing for your services or ending this agreement, please contact us using support@amaforyou.com

You and we agree to try our best to resolve all complaints by following the steps set out in our Customer Complaints and Refunds Policy. If we can’t resolve your complaint in this way, either of us can request mediation.

Either you or we can request that any dispute between us be referred to one of our preferred independent mediators, which are set out in the Customer Complaints and Refunds Policy. Both you and we must act in good faith when considering any requests for mediation and engaging in any mediation.

We may refuse mediation of a dispute which has previously been mediated if the mediator determined you weren’t acting in good faith in that mediation. We may also refuse mediation of any dispute connected to other disputes in which a mediator has repeatedly found in our favour.

Each party will bear their own costs of any mediation.

In addition, we are both able to bring legal action at any time (see Governing law and Jurisdiction) especially if the matter is serious or requires urgent remedy.

Your Obligations After This Agreement Ends

After this agreement ends (for whatever reason) you must (unless we tell you otherwise):

• Immediately remove any listings for your services from AMA.
• Leave your customer facing supplier profile (excluding listings for your services) live until 60 days after your fulfilment of the last booking you received through AMA, to allow customers to contact you about bookings previously submitted. Once this period has expired you must remove your customer facing supplier profile.
• Continue to comply with these terms insofar as they relate to customer bookings received through AMA before removal of your listings. You need only comply with the version of these terms which applied when this agreement ended.
Our Obligations After This Agreement Ends

After this agreement ends (for whatever reason) we:

• May remove all listings for your services from AMA, if you’ve not already done so, and reject any booking received after this agreement ends.
• May remove your customer facing supplier profile from AMA, if you’ve not already done so, except that we can keep it live until 60 days after your fulfilment of the last booking you received through AMA, to allow customers to contact you about bookings previously submitted.
• Will continue to comply with these terms insofar as they relate to customer bookings received through AMA before removal of your listings, including by paying sums due to you for such bookings. We’ll comply with the version of these terms which applied when this agreement ended.
• Will stop giving you access to data (including Personal data) generated by your use of AMA.

8. LIMITATIONS ON LIABILITY

Meaning of Liability in These Terms

When we talk about liability in these terms we mean 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.

Your Liability to Us
You will be liable to us for the proper performance of your services.

You will ensure that you have in place systems and practices to protect the emotional, mental and physical health of all customers (including complying with safeguarding laws and practices).
You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:
o any breach of the warranties and representations contained in these Terms;
o your breach or negligent performance or non-performance of these Terms (including in relation to any bookings or reservations (or similar) cancelled as a result of your termination of these Terms;
o the enforcement of these Terms and/or any policies (such as the Customer Care Policy or Acceptable Use Policy);
o you doing or saying anything that could bring us into disrepute;
o your breach of or non-compliance with your compliance with your obligations under UK Data Protection Law;
o any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with your use of AMA;
o any claim made against us by a third party arising out of or in connection with the provision (or lack of provision) of your services to customers (including to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement or the services by you);
o any claim made against us by a third party for death, personal injury or damage to property arising out of or in connection with the provision of your services.
This indemnity shall apply whether or not we have been negligent or at fault.

Liabilities Neither You nor We can Limit or Exclude

Nothing in these terms limits any liability (whether yours or ours) which can’t legally be limited, including but not limited to liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
The limitations and exclusions set out in this agreement don’t apply in respect of:

• Any liability arising from your or our deliberate default.
• Your liabilities to us under clause 8 (Claims and actions against us in connection with you or your services).
Types of Loss You and We Can Exclude Liability For
Except in respect of Liabilities Neither You nor We can Limit or Exclude, we won’t be liable to you and you’ll not be liable to us for:

• Loss of profits.
• Loss of sales or business.
• Loss of agreements or contracts.
• Loss of anticipated savings.
• Any indirect or consequential loss.
Caps on Your and Our Liability to Each Other

Except in respect of Liabilities Neither You nor We Limit or Exclude (which are uncapped), our total liability to you is capped as follows:

• For loss arising from failure to comply with its obligations as a ‘data processor’ under the UK Data Protection Law, the cap is £10,000.
• For all other loss or damage the cap is the total amount of the Fee that we have received in relation to bookings made via the AMA platform.
Claims and Actions Against Us in connection with You or Your Services

We’ll pass on to you any complaints we receive about you or one of your services as described in How You Must Handle Customer Complaints. However, if anyone, including (but not limited to) a customer, any regulator, HMRC or any third party rights holder, makes a claim or takes any kind of action against us in connection with:

• your services and their supply through AMA.
• content you’ve uploaded to or otherwise distributed through AMA, including but not limited to your supplier profile, your listings, your communications with customers, advertising, and any omissions or inaccuracies in such content.
• things we have or haven’t done in reliance on information you’ve provided (or omitted to provide) to us.
• Things you have or haven’t done including but not limited to any breach of these Terms and/or our policies,
(a Third party claim), then you must, at our option and as we request, either help us defend or deal with the Third party claim or defend or deal with it on our behalf, in each case at your own expense. If we ask you to defend or deal with a claim on our behalf, you must get our prior written agreement before settling or compromising it or attempting to do so.
You must pay us an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses (Liabilities) we incur arising out of or in connection with any Third party claim.

Insurance

You agree to maintain appropriate, up-to-date and accurate records of the services you offer via AMA. These records shall include details of services provided to customers (including date, name and address of customer and telephone number and email address if available, as well as a description of the services).
During the course of these Terms and your provision of the services via AMA (and for a period of up to six years afterwards), you shall maintain at your own expense and with a reputable insurance company, product liability insurance, public liability insurance, professional indemnity insurance and employers’ liability insurance and such other insurances that a prudent businessperson would normally have in place in connection with the risks associated with the Terms (including, without limitation, the provision of the services to customers) or, as are required by law, in an amount sufficient to cover any such liabilities that may arise under or in connection with these Terms or any agreements between you and customers.
You will, on request, produce insurance certificates giving details of the cover you have in place and, to the extent possible, will name us as an additional insured (or, at the very least, will have our interest noted on each policy).
All insurances shall be endorsed whereby the insurer waives any and all rights of subrogation against us and our employees, agents or subcontractors. Your obligation to provide the insurances shall not limit in any way the liability or obligations assumed by you under this Agreement.
You must provide a copy of the insurance policy and proof of payment of the current premium to us when we ask for it.

9. HOW WE AND YOU MUST PROTECT EACH OTHER’S CONFIDENTIAL INFORMATION

Our obligations to each other

Neither you nor we (the recipient) shall at any time during your use of our platform, and for a period of two years after it ends (for whatever reason) disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers or personal data of the other (the discloser),except:

• To the recipient’s employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the recipient’s rights or carrying out its obligations under or in connection with this agreement. The recipient shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the discloser’s confidential information comply with this clause.
• As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
The recipient shall not use the discloser’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.

10. DATA PROTECTION OBLIGATIONS

When you provide us your personal data, for example, when creating your account with us, we’ll Process your Personal data in accordance with our Privacy Policy.

When you are using our platform for the promotion of your services and for receiving bookings for customers and when managing your booking diary and marketing and service communications, we will process any personal data that you collect and process on your behalf in accordance with the Data Processing Clauses.

For the avoidance of doubt, when you are collecting and processing personal data in this way you are acting as a ‘data controller’ and will comply with your obligations under UK Data Protection Law as a data controller.

Data Processing Clauses

Should the determination above change, then each party shall work together in good faith to make any changes which are necessary to this section.

You shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer and processing personal data by use for the duration and purposes of these Terms.
The section below sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.
In relation to the personal data we are processing on your behalf, we will:
• process that personal data only on your documented instructions (and your acceptance of these Terms shall be such written documented instructions), unless we are otherwise required by applicable laws to process that personal data. Where we are relying on applicable laws as the basis for processing personal data, we will notify you of this before performing the processing, unless those applicable laws prohibit us from so notifying you e.g. on important grounds of public interest.
• inform you if, in our opinion, your instructions infringe applicable data protection laws;
• implement the technical and organisational measures set out in our Information Security Policy to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, which you have reviewed and confirm are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
• ensure that any personnel engaged and authorised by us to process personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
• assist you insofar as this is possible (taking into account the nature of the processing and the information available to us), and at your cost and written request, in responding to any request from a data subject and in ensuring your compliance with you obligations under UK Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• notify you without undue delay on becoming aware of a personal data breach involving the personal data;
• at your written direction, delete or return the personal data and copies thereof to you on termination of these Terms unless we are required by applicable law to continue to process that personal data. For the purposes of this clause personal data shall be considered deleted where it is put beyond further use by the Supplier; and
• maintain records to demonstrate compliance with these data processing clauses.
The Customer hereby provides its prior, general authorisation for us to appoint processors to process the personal data, provided that we:
• shall ensure that the terms on which we appoint such processors comply with UK Data Protection Law, and are consistent with the obligations imposed on us under these data processing clauses;
• shall remain responsible for the acts and omission of any such processor under such terms; and
• shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you object to the changes and cannot demonstrate, to our reasonable satisfaction, that the objection is due to an actual or likely breach of applicable data protection law, you shall indemnify us for any losses, damages, costs (including legal fees) and expenses suffered by us in accommodating the objection.
• transfer personal data outside of the UK as required for the use of our platform and we will ensure that all such transfers are effected in accordance with UK Data Protection Law. For these purposes, you shall promptly comply with any reasonable request from us, including any request to enter into standard data protection clauses adopted the UK Information Commissioner from time to time.
Either party may, at any time on not less than 30 days' notice, revise this section with any applicable standard clauses approved by the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when replaced by attachment to these Terms, but only in respect of such matters which are within the scope of the Amended Terms.
Our total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of these data processing clauses or any collateral contract insofar as it relates to the processing of personal data shall be limited to £10,000.

Scope, Nature, Purpose, Duration and Types of Personal Data

The scope of the processing by us will be for the purposes of providing you with access to the platform and the nature of the processing will be to enable you to list your services on the platform and collect, store and share personal data relating to customers to facilitate the booking of your services via our platform.

The purpose of the processing of personal data on your behalf is to enable you to be able to advertise your services via our platform and for customers to be able to book appointments directly with you (via the platform). As such the duration of the processing will primarily be for the length of time that you list your services on AMA. Please see our Data Retention Policy for more details of how long we will retain and store personal data.

The main categories of data subjects whose personal data we will process on your behalf are customers who book your services via the platform and the main types of personal data that will be processed are the customers’ names, contact details, payment details, location and availability.

11. CHANGES TO THESE TERMS

We’ll let you know via email or via the dashboard about any changes we’re making to these Terms (including the policies referred to in them), unless they’re just editorial changes which don’t alter the terms’ content or meaning.

Normally we’ll give you at least 10 working days’ notice before such changes take effect.

We’ll give you more notice if a change we’re making impacts on the way you do things, either technically or commercially (a Significant change). For example, you might need more notice if we entirely remove a feature from AMA, add a new feature or if you need to adapt your services to continue using AMA.

We won’t give you advance notice if we have to make a change with immediate effect, whether for legal or regulatory reasons or to protect AMA or Valvita, our suppliers or our customers from fraud, malware, spam, data breaches or other cybersecurity risks.

If you list new services on AMA after we’ve told you about any changes (other than a Significant change), you will be deemed to have agreed to those changes and they will take effect immediately.

If you’re unhappy with any changes we tell you about, you can normally end this agreement. The exceptions are that you can’t end this agreement because of a change if:

• You’ve listed new services on AMA after being told about the change (although this will not prevent you from ending this agreement for a Significant change).
• You’ve previously told us that you accept the change.
See How you can end this agreement.


12. OTHER IMPORTANT TERMS

Governing Law and Jurisdiction

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement, its subject matter or formation.

Impact of Events Beyond Your or Our Reasonable Control (Force Majeure)

Neither you nor we (the affected party) shall be in breach of this agreement or otherwise liable for any failure or delay in performing their obligations if such delay or failure results from events, circumstances or causes beyond the affected party’s reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 60 days, the party not affected may end this agreement by giving 30 days’ written notice to the affected party.

We can Transfer Our Rights and Obligations Under these Terms

We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with (Transfer) any or all of our rights and obligations under these Terms.

What Happens if You Want to Transfer Your Rights and Obligations

You need to get our consent before you can Transfer any of your rights and obligations the supplier interface/your dashboard.
Other changes to these Terms

No variation of these Terms shall be effective unless it is in writing, expressed as being and amendment or variation to these Terms and agreed by both you and us (including by your continued use of the platform).

Entire Agreement

These Terms (including the policies referred to in them) constitute the entire agreement between you and us in relation to our services and your use of the platform.

Both you and we acknowledge that in entering into these Terms neither of us relies on any statement, representation, assurance or warranty, whether made innocently or negligently (except that we are entitled to rely on the statements you make in relation to your skills, qualifications, experience and membership of a professional body and the warranties you make in these Terms), that is not set out in these Terms.

Both you and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Waiver of Rights
A waiver of any right or remedy by either party is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

Invalidity of Part of these Terms Doesn’t Affect the Remainder

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.

Only You and We Have Rights under these Terms

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

Neither you nor we require the consent of any other person to rescind or vary these Terms.

13. DEFINED TERMS

Terms in bold have the following meanings

AMA or our Platform or the platform means our supplier interface and the other computer systems that support, operate and comprise AMA.

appropriate technical and organisational measures has the meaning set out in UK Data Protection Law.

controller has the meaning set out in UK Data Protection Law.

Data Subject has the meaning set out in UK Data Protection Law

insolvent means, in relation to either party that it has taken any step or action in connection with:

• Entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring).
• Applying to court for, or obtaining a moratorium under, Part A1 of the Insolvency Act 1986.
• Being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring).
• Having a receiver appointed to any of its assets.
• Ceasing to carry on business.
• If the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
liabilities means any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees) and all interest, penalties and legal costs and all other [reasonable] professional costs and expenses.
permitted recipients means your and our employees and the entities you and we use in connection with these Terms.
personal data has the meaning set out in UK Data Protection Law.
personal data breach has the meaning set out in UK Data Protection Law.
process has the meaning set out in UK Data Protection Law
processing has the meaning set out in UK Data Protection Law
processed has the meaning set out in UK Data Protection Law
Significant Change means a change to these Terms which impacts on the way you do things, either technically or commercially. Examples of significant changes might be our entirely removing a feature from AMA, adding a new feature or a change which means you need to adapt your goods or reprogramme your services to continue using AMA.
transfer means assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with
UK Data Protection Law means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to either you or us relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to either you or us.

VAT means value added tax chargeable under the Value Added Tax Act 1994 of the United Kingdom and legislation supplemental thereto or replacing, modifying or consolidating it and including any similar, substitute, or replacement tax on, inter alia, the supply of goods or services in the United Kingdom.
your materials means any content, data or information (including trade marks and branding) you provide to us in connection with you and your services.