TERMS OF SERVICE WITH THERAPISTS

Last updated: 27th Aug 2025

ABOUT US

Company details. Emote Care Ltd (company number 15244647) ("emote Care", "we", "us" and "our") is a company registered in England and Wales and our registered office is at 86-90 Paul Street 3rd Floor, London, England, EC2A 4NE. We operate the online platform "emote Care" accessible via the website https://emotecare.com/ (the "Platform").

Contacting us. To contact us, email our customer service team at support@emotecare.com. How to give us formal notice of any matter under the Contract is set out in clause 21.

Our Platform and Services. We provide products and services aimed at enhancing emotional wellbeing and mental health via the Platform. The Platform enables individuals ("Clients") to connect with third party providers of therapy services ("Therapy Services"), such as you ("Therapist", "you" and "your"). The Therapy Services take place via the Platform. Clients can book sessions with Therapists to provide Therapy Services on agreed dates and at agreed times (a "Booking"). Our services to you extend only to making the Platform available to you, introducing you to Clients via the Platform and allowing you to take Bookings for Therapy Services from them ("Services").

Our role. emote Care's role in Therapy Services is solely as a provider of the Platform whereby Clients are introduced to Therapists. We are neither a Client or Therapist nor a purchaser or seller of any of the Therapy Services.

OUR CONTRACT

Our contract. These terms and conditions ("Terms") apply to your use of our Services as a Therapist and form our contract with you ("Contract"). These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

Language. These Terms and the Contract are made only in the English language.

Our services. We shall provide the Services to you with reasonable care and skill.

SETTING UP AN ACCOUNT AND THE THERAPIST SERVICES

Eligibility criteria. In order to set up an account on the Platform and become a Therapist you must satisfy the following criteria:

you are at least 18 years of age;
you have the right to work in the United Kingdom;
you possess all qualifications, experience, skills, insurance, professional accreditation, ethical training, approvals and authorities required to provide Therapy Services to Clients; and
you are a self-employed service provider.

Therapist requirements. You agree:

to perform the Therapy Services using all reasonable care and skill, to the highest industry standards, and in accordance with the Booking, the Contract, and any terms agreed with the Client;
that you possess or shall otherwise obtain all necessary materials required to perform the Therapy Services in accordance with the Booking, the Contract, and any terms agreed with the Client;
to cooperate with us in all matters relating to the Services and comply with all Platform policies reasonably notified to you from time to time;
to avoid deceptive, misleading or unethical practices that are, or might be, detrimental to emote Care, the Services, the Client or the public and shall not publish or use, or co-operate in the publication or use of, any false, misleading or deceptive advertising material or other representations with regard to the Therapy Services, emote Care, the Client or the Services;
to conduct your business in a manner that reflects favourably at all times on emote Care and the good name, goodwill and reputation of emote Care;
that your name, phone number, image and likeness will be provided or made available to actual and potential Clients by or on behalf of emote Care when you publish a listing offering Therapist Services on the Platform;
to provide us with such information and materials as we may reasonably require in order to supply the Services and ensure that such information is up-to-date, true, complete and accurate in all respects;
that you are and will remain established in the UK when delivering the Therapy Services;
that emote Care shall be entitled to carry out any relevant and required background and verification checks (including for your right to work in the UK, for criminal convictions, and your qualifications and accreditations) and suitability assessments as it deems appropriate in its sole and absolute discretion (and you hereby authorise it and/or its authorised agents to do so), and you permit us to disclose such information to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations;
to attend any interviews emote Care may require in order to assess your suitability for the Platform and the Therapy Services;
that you are not guaranteed to be accepted for the Platform, and emote Care reserves its right entirely to refuse or revoke your application and prevent you from having an account on the Platform;
to adhere to all applicable laws, regulations, and professional standards in providing Therapy Services and when using the Platform;
to maintain confidentiality and comply with all data protection requirements for all Client interactions and records;
to keep all personal and professional information up-to-date, true, complete and accurate on the Platform, including contact information, qualifications, and availability;
to not engage in any behaviour or action that could harm the reputation of emote Care or its Clients;
not use the Platform to provide any goods or services other than the Therapy Services; and
to obtain and maintain professional liability insurance to cover any claims or liabilities arising from providing Therapy Services.

Compatible Device. Therapists must possess a device equipped with access to the Platform in order to accept Bookings and provide the Therapy Services.

Accuracy and completeness of information you provide. You acknowledge that, in determining whether to add you to the Platform as a Therapist, we rely on the accuracy and completeness of the documentation and information supplied by you during the registration process. You confirm, warrant and represent that all documentation and information provided by you to emote Care is true, up-to-date, accurate, complete and not misleading and that we may use such documentation and information to carry out any required searches, checks or assessments referred to above.

Prompt disclosure. You must promptly (and in any event within 24 hours) disclose to us all matters which are material to your ability and suitability to provide Therapy Services to Clients.

BOOKINGS

Listing the Therapy Services. Subject to your compliance with this Contract, you shall be entitled at any time to publish listing on the Platform for the provision of Therapy Services to Clients. Your listing must include all the information about you and the Therapy Services and as is necessary for you to comply with consumer protection law. The Platform will prompt you to provide this information, but you are solely responsible for making sure you comply with the law. You will be notified via email and/or the Platform if a Client has responded to your listing and made a Booking. We do not provide any guarantees that any of your listings to provide Therapy Services will be responded to by Clients or that they will result in a Booking, and emote Care shall not be liable in any way for the same.

Listing requirements. When advertising the Therapy Services on the Platform, you must:

comply with our acceptable use policy at clause 12.3;
ensure the listing is in the English language and is clear and comprehensible;
display your valid VAT registration number (if applicable);
not include anything which would encourage or allow Clients to contact you other than through the Platform, such as email or social media contact details, website addresses or other links. We reserve the right to remove such information; and
not use any search engine optimisation techniques which breach search engines' guidelines or involve deception, including but not limited to keyword stuffing

Confirmation of a Booking. Upon a Client making a Booking, we will send a notification to you via email and/or the Platform and, subject to the Terms of this Contract, you will be bound to provide the Therapy Services to the Client in accordance with the Client's Booking upon such notification.

Other terms. If you have any specific requirements when accepting Bookings, you must communicate those requirements to your Client and ensure you document appropriately the terms of your agreement with the Client.

How we rank Therapist listings. Our ranking parameters policy sets out the parameters we use to rank listings in response to search queries made on the Platform and how Therapists can influence their rankings (whether by paying us or providing us with some other benefit).

Client queries. You must deal promptly and professionally with any Client questions about Bookings using the Platform. You must liaise with us if the question relates to any part of the process we are managing. You and we will co-operate with each other in trying to resolve any such questions.

THE FEES AND PAYMENT

Fees paid by the Client. Client is required to pay your fees in consideration for the Therapy Services you provide, and such fees shall be as agreed between you and the Client on the Booking confirmation page. You are entitled to set such fees as you see fit, provided the agreement of the Client is obtained (the "Fees"). We shall be entitled to charge you a platform fee and a commission fee for our Services per Booking which comprises of a nominal £2 platform fee and commission fee calculated as 10% of the Fees (however a reduced commission fee of 5% of the Fees shall apply until 1 January 2025) (together the "Platform Fee"). The Platform Fee shall be deducted from the Fees.

How Fees are paid. The Client shall pay the Fees to us at the time of making the Booking, and we shall:

deduct the Platform Fee from the Fees;
hold the Fees (minus the Platform Fee) on the Client's behalf pending completion of each Booking; and
pay the Fees (minus the Platform Fee) to your in-Platform finance dashboard on behalf of the Client on completion of the Therapy Services under the Booking.

Failure to attend. If either the Client or the Therapist fails attend a scheduled session of a particular Booking, the Booking shall be deemed cancelled by the non-attending Client or Therapist on the date of the session in accordance with clause 6.

Your authorisation to us. You hereby authorise us to:

hold the Fees for each Booking in an escrow account as agent and release the same to you only as set out in clause 5.2; and
deduct the Platform Fee from the Fees as set out in clause 5.2.

Interest due on overdue amounts. We shall pay interest on sums that are in our possession and are at least 90 days overdue for payment to you. Interest shall be payable at 2% per annum over the base rate for the time being of the Bank of England unless payment of such sums is in dispute, in which case we shall be entitled to hold such sums until we are satisfied that the dispute has been resolved, and interest shall only be payable from the date of resolution.

Use of third-party payment processor. Payment processing services for Therapists on the Platform are provided by Stripe ("Payment Processor") and are subject to the following terms [INSERT TERMS HERE] (collectively, the "Payment Processor Agreement"). By agreeing to these terms or continuing to operate as a Therapist on the Platform, you agree to be bound by the Payment Processor Agreement, as the same may be modified by the Payment Processor from time to time. As a condition of emote Care enabling payment processing services through the Payment Processor, you agree to provide emote Care accurate and complete information about you and your business, and you authorise emote Care to share it and transaction information related to your use of the payment processing services provided by the Payment Processor.

Platform Fee increase. We reserve the right, at any time, to increase or decrease the Platform Fee by providing you with at least [30] days' prior written notice of the change via email or the Platform. We also reserve the right to introduce new fees in response to evolving market conditions, operational requirements, or enhancements to the Platform.

Updated account details. You agree to provide complete and accurate account information for all fees earned via the Platform. You further agree to promptly update account information, including email address and account details, so that we can complete your transactions and contact you as needed.

CANCELLATIONS

Cancellation policy. When creating your listing on the Platform for the Therapy Services, you can select one of three cancellation policies that will apply in the event either you or the Client wishes to cancel the Booking:

48-hour cancellation – the Client or Therapist may cancel the Booking at any time prior to 48 hours before the scheduled Booking.
24-hour cancellation – the Client or Therapist may cancel the Booking at any time prior to 24 hours before the scheduled Booking.
Same-day cancellation – the Client or Therapist may cancel the Booking at any time prior to a specified time on the day of the Booking.

Cancelling the Booking within the cancellation period. If either the Therapist or the Client cancels the Booking during the designated cancellation period in clause 6.1, the Fees shall be refunded to the Client.

Cancelling the Booking outside of the cancellation period. If the Client cancels the Booking after the specified cancellation period in clause 6.1, the Fees (minus the Platform Fee) shall be paid to your in-Platform finance dashboard. If the Therapist cancels the Booking after the specified cancellation period in clause 6.1, the Fees shall be refunded to the Client[, and the Therapist shall be liable to emote Care for the Platform Fee which emote Care may invoice for at any time].

Notification of cancellation. You must promptly notify us via the Platform if, for any reason, you cannot attend any scheduled Booking or otherwise become unable or unavailable to supply the Therapy Services as contracted, and we shall inform the Client of this. We will notify you of any Client cancellation of a Booking via the Platform, email and/or SMS and it is your responsibility to monitor the Platform, your emails and phone frequently.

Postponement of the session by the Client. If the Client wishes to postpone a session under a Booking, you agree to work in good faith with the Client to agree a new date for the Therapy Services. If you are unable to do so, the Booking will be deemed unchanged and may be cancelled by the Client in accordance with clause 6.

REVIEWS

Legitimate reviews. We and you agree to use our best efforts to make sure that Client reviews on the Platform are from Clients who have bought the Therapy Services and who are not connected with the Therapist or in any way encouraged or incentivised to post a favourable review.

Submitted reviews. Clients submitting a review do so in a prescribed format which may involve a free text box. The Platform may block language in Client reviews which is not permitted under our acceptable use policy (see clause 12.3), but we do not guarantee that it will do so. You are 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 Platform and inform the Client we have done so.

Responding to reviews. You may respond to reviews using the functionality in the Platform, provided your response complies with this Contract. We will publish your response below the review unless we reasonably think that it doesn't comply with this Contract (we may remove responses on this basis at any time after they have been published).

Contacting the Client. You must not directly or indirectly contact Clients (whether through the Platform or using any other contact details you have for Clients) either to encourage them to submit any review or a favourable review or to change or withdraw a review. You must not encourage Clients to submit reviews of the Therapy Services they have purchased on the Platform anywhere other than on the Platform.

PLATFORM DATA

Your data. You grant emote Care the right to use any and all of the personal details you have uploaded to your profile, with or without using your name, in connection with the Services, for the purposes of connecting you to a Client, and/or for other purposes deemed appropriate by emote Care in its reasonable discretion, except to the extent expressly prohibited by law.

Data generated through use of the Platform. Your own and the Client's use of the Platform will generate data, about Bookings, Client queries, ratings and reviews for the Therapy Services and other matters. Our Therapists Policy sets out the extent to which and under what conditions we will access this data ourselves (including the data categories) and give you access to this data and how we will do this. The policy also sets out the extent to which we allow your third party service providers access to such data and how (and for how long) you can obtain access to such data after this Contract ends.

Data shared. We share data generated through your own and our other Therapists' use of the Platform with all the Therapists using the Platform and third parties. What data we share in this way and how we do this is set out in our Therapists Policy. In particular, you should know that we monetise some of this data in the ways explained in the policy. You may switch off certain aspects of this data sharing in your Therapist profile but this will only affect data generated after you have made this choice (and you must allow a reasonable time for us to process this change).

OUR RELATIONSHIP WITH YOU

Contractual relationship with the Client. You acknowledge and agree that we are not party to any contract or transaction you enter into with Clients, nor do we have any responsibility to enforce any such contract or transaction against the Clients.

You contract directly with the Client. You agree to perform the Therapy Services in accordance with these Terms and any other terms you agree with Clients. You acknowledge that, notwithstanding your obligations to us herein regarding the standard of the Therapy Services, upon a Booking being made you will contract directly with each Client for the supply of the Therapy Services and, in the event of a dispute with the Client, your recourse is against the Client and not against emote Care.

Therapy Services are your responsibility. The Therapy Services that you provide pursuant to Bookings are fully and entirely your responsibility. emote Care is not responsible or liable for the actions or inactions of a Client or other third party in relation to the Therapy Services provided by any Therapist.

Introduction to third-parties. You acknowledge and agree that by using the Platform, you will be introduced to third parties in relation to whom emote Care has not conducted any background or reference checking, that may be potentially dangerous, and that you use the Platform at your own risk.

Status as independent contractor. Therapists provide the Therapy Services to Clients strictly as an independent contractor, and not as an employee, worker, agent, joint venturer, partner or franchisee of emote Care or any Client for any purpose. emote Care does not provide the Therapy Services and does not employ or engage individuals to perform said Therapy Services. emote Care's role is limited to offering the Platform as a referral tool for Clients and Therapists, facilitating payments from Clients to Therapists, acting as an independent third party to Clients and Therapists in case of any disputes between the Clients and the Therapists, and setting standards that the Therapists should follow to provide a high-quality service to the Clients. There is therefore no obligation on emote Care to provide Therapists with work and nothing in this Contract shall confer any employment rights on Therapists.

Indemnity for any employment-related or worker status claims. You shall be fully responsible for and indemnify us against any liability, assessment or claim for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against us arising out of or in connection with the provision of the Therapy Services. We may satisfy such indemnity (in whole or in part) by way of a deduction from any payment due to you.

Your responsibility for taxes. You shall be fully responsible for any tax and national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from, or made in connection with, these Terms or your provision of the Therapy Services. You shall indemnify us against all reasonable costs and expenses and any tax, penalty, fine or interest incurred or payable by us in connection with, or in consequence of, any such liability, deduction, contribution, assessment or claim, other than where such liability, deduction, contribution, assessment or claim arises out of our negligence or wilful default. We may at our option satisfy such indemnity (whether in whole or in part) by way of deduction from any amounts due to you from us or the Client under these Terms.

Your acknowledgements regarding your status. As a Therapist, you:

acknowledge and agree that you are an independent contractor and have not been engaged by emote Care to perform services for emote Care or on emote Care's behalf;
acknowledge and agree that you have entered into this Contract for the purpose of having access to the Platform and the exclusive marketplace for Therapy Services created by emote Care;
warrant and represent that you are customarily engaged in an independently established trade, occupation, profession and/or business offering the Therapy Services to the general public;
agree that these Terms do not create any association, partnership, joint venture, employee, worker or agency relationship between you and emote Care or any Client for any purpose;
have no authority (and shall not hold yourself out as having authority) to bind emote Care or any Client and you shall not make any agreements or representations on emote Care's or any Client's behalf without emote Care's or the Client's (as applicable) prior written consent;
acknowledge and agree that you will not be eligible to participate in any benefit plans offered to emote Care's employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by emote Care to its employees; and
acknowledge and agree that emote Care will not be responsible for withholding or paying any income, payroll, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining workers' compensation insurance on your behalf. You shall be responsible for, and shall indemnify and hold emote Care harmless for, any claims or actions related to this provision, including any such claims brought by you as a Therapist or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

OTHER COMMITMENTS

Non-exclusivity. You may be engaged or employed in any other business, trade, profession, or other activity, including providing Therapy Services to customers booked through means other than the Platform, including other web-based portals.

Non-solicitation. By registering to use the Platform, you agree that all Bookings between you and Clients will be made through the Platform, and that you will not supply any Therapy Services to, or otherwise solicit custom from, any Clients who have previously made a Booking with you through the Platform, or whose contact details you have received from us, through the Platform or otherwise. You agree to be bound by the aforesaid restriction during the term of the Contract and for a period of 6 months after its termination or expiry. Whilst bound by this restriction, if a Client offers to engage or employ you to provide Therapy Services other than through the Platform, you must refuse such offer and notify us immediately. If you accept any such offer or if you make a similar offer to a Client during this restrictive period, we will immediately withdraw your right to use the Platform and you will be required to compensate us in respect of any losses we suffer as a result.

DISPUTES

Raising a dispute. If you have an issue or complaint regarding a Client in connection with their Booking, you must raise a dispute no later than [7] days after the Therapy Services under that Booking have taken or are to take place. A Client will be required to notify us of a dispute with you no more than [7] days after the Therapy Services under that Booking have taken or are to take place. In the event that the Client does so raise a dispute, we shall [suspend payment of any of the Fees we hold to you until the dispute is resolved].

First recourse to the Client. You should attempt to resolve your dispute directly with the Client and enter into good faith negotiations with the Client in order to do so. If the Therapy Services were not properly performed, you will be responsible for providing a refund or reperformance of the Therapy Services as agreed with the Client. If a dispute is resolved and each party has confirmed to us the terms of the settlement including the amounts to be paid to either party, we shall make such payments accordingly without any further liability to either party.

emote Care may mediate the dispute. In the event that you and the Client are unable to resolve a dispute between you directly, you can ask emote Care to mediate the dispute. We will have no obligation to mediate a dispute, and may do so only at our sole and absolute discretion. If emote Care mediates the dispute, you agree to accept our conclusion and pay any amount which emote Care determines you are liable for and, where notified by emote Care, its reasonable costs in mediating the dispute. In the course of mediating a dispute, we may ask both you and the Client to submit all such evidence and information as we reasonably require in order to reach a conclusion, and you agree to do so.

Issues with our Services. If you want to complain about our Services or the way we have treated you, including, but not limited to, because you disagree with us refunding or compensating a Client, restricting or suspending a listing for the Therapy Services or ending this Contract, please contact us at support@emotecare.co.uk. This will be dealt with in accordance with our Complaints Policy. For information about the main types of issue we have dealt with in the past and how they were resolved, see published information about complaints process outcomes.

Mediation of a dispute relating to our Services. Either you or we can request that any dispute between us be referred to one of our preferred independent mediators, which are [The Centre for Effective Dispute Resolution (CEDR) in London and the London Chamber of Arbitration and Mediation]. Any such requests should be submitted to support@emotecare.co.uk. 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 were not 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. We will bear a reasonable proportion of the total costs of any mediation, taking into account all relevant elements of the dispute, as determined by the mediator.

RIGHT TO USE THE PLATFORM

Your right to use the Platform. We give you the right for the term of this Contract to use the Platform solely for the purposes of accessing and using the Services in accordance with these Terms. The Platform is provided on an "as is" basis without any warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We shall use reasonable endeavours to ensure the Platform is available, secure and functioning properly, but beyond this we do not warrant that the Platform will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected. We make no guarantees as to the accuracy, completeness, or reliability of any information or content available through the Platform. We will give you as much notice of such downtime as is reasonably possible. You understand and agree that you will be solely responsible for any damage or loss that results from your use of the Platform, including any damage or loss of data.

Restrictions on your use of the Platform. You agree that you will:

not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform or Services in any form, in whole or in part to any person without prior written consent from us;
not copy the Platform or Services, except as part of the normal use of the Platform or where it is necessary for the purpose of back-up or operational security;
not translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform or Services nor permit the Platform or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Platform and the Services on devices as permitted in these terms;
not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform or the Services nor attempt to do any such things, except to the extent permitted by law;
comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform or any Service.

Acceptable use of the Platform. You must not:

use the Platform or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform, any Service or any operating system;
infringe our intellectual property rights or those of any third party in relation to your use of the Platform or any Service, including by the submission of any material (to the extent that such use is not licensed by these terms);
transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform or any Service;
use the Platform or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
create, share, or promote any content that encourages, glorifies, or incites violence, self-harm, hate speech, or any other form of harmful behaviour;
submit false or misleading reviews relating to Therapy Services, such as posing as a genuine Client or failing to disclose the fact that Therapist has paid or otherwise incentivised the author to write them; and
collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

Keep your password confidential. When creating an account on the Platform, you will need to choose a username and password, which you must keep confidential at all times and not allow any third party to use your account.

Notification of unauthorised use. You should notify us immediately if you become aware of any disclosure or unauthorised use of your account details. You are responsible for all activity on the Platform using your account, whether authorised or unauthorised.

Protection from illegal content. We apply the following systems and processes (and shall apply these systems and processes consistently) to protect you and other users from illegal content on the Platform. In particular, these systems and processes are designed to: (i) minimise the length of time for which any priority illegal content is present on the Platform; and (ii) where we are alerted by a person to the presence of any illegal content, or we become aware of it in any other way, swiftly take down such content from the Platform.

All users of the Platform are required to comply with our acceptable use policy, as described in clause 12.3, and other user to user restrictions set out in this Contract;
We monitor content uploaded and shared by Platform users to ensure compliance with this Contract and shall take down any non-compliant content and suspend and/or ban accounts uploading and/or sharing such content;

If we remove your content in breach of this Contract. You have the right to bring a claim for breach of contract against us if: (a) user-generated content which you generate, upload or share is taken down, or access to it is restricted, in breach of this Contract; or (b) you are suspended or banned from using the Services in breach of this Contract.

Complaints and reports. Please contact support@emotecare.com immediately if you:

come across any content on the Platform you believe or suspect to be illegal content;
believe we have not or are not complying with our duties under the Online Safety Act 2023, in particular with regards to illegal content, content reporting and freedom of expression and privacy;
have a complaint regarding content we have taken down on the Platform;
have a complaint in relation to a warning issued by us to you, a suspension or ban preventing you from using the Platform, or a restriction we have placed on your ability to use the Platform, as a result of content generated, uploaded or shared by you which we consider to be illegal content;
have a complaint in relation to the use of proactive technology on the Platform that moderates content uploaded by users.

Such reports and complaints shall be dealt with in accordance with our Complaints and Reports Procedure.

OUR SERVICES

Descriptions and illustrations. Any descriptions or illustrations on our website and Platform are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

Updates. From time to time, we may automatically update the Platform and Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues.

Changes to the Services. We will not make any changes to the Services or these Terms where such changes would materially affect your rights in respect of existing Bookings you have accepted.

INTELLECTUAL PROPERTY RIGHTS

IP rights in the Services. All intellectual property rights in or arising out of or in connection with the Services and the Platform (other than intellectual property rights in any materials provided by you) will be owned by us.

Licence you provide to us. You grant us a non-exclusive, worldwide, royalty-free, sublicensable, transferable licence to use, copy, modify, host, reproduce, display and publish any content, data or information (including, but not limited to, trade marks and branding) you provide to us in connection with you and the Therapy Services for the purpose of providing the Services, listing and marketing the Therapy Services, and operating, improving and marketing the Platform in any media.

Content indemnity. You hereby indemnify and agree to hold us harmless against any and all claims, actions, losses, damages and liabilities suffered by us that arise out of or in connection with the content, data and information provided to us by or on behalf of you under this Contract.

PERSONAL DATA

Data sharing agreement. The parties agree to adhere to and be bound by the terms of the emote Care Data Sharing Agreement in respect of the processing of Client personal data under this Contract,

Use of your personal information. We will use your personal data that you provide to us to:

provide the Services; and
process your payment for the Therapy Services.

Privacy policy. We will process your personal data in accordance with our privacy policy.

LIMITATION OF LIABILITY

Unlimited liability. Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

Exclusions of liability. Subject to 16.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill;
non-payment by a Client of the Fees; and
any indirect or consequential loss.

Limitation on liability. Subject to 16.1 and 16.2, our total aggregate liability to you in any 12-month period starting on the date on which you accept these Terms or any anniversary of it (each a "Contract Year"), for all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the greater of the total Platform Fees earned by us in connection with your Bookings in that Contract Year and £1,000.

Commitments regarding standard of Services. We have given commitments as to compliance of the Services with the relevant specification in this Contract. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

Notice period for claims. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire [12] months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

Insurance. You shall effect and maintain insurance cover in respect of professional indemnity insurance (including cover in respect of any harm or injury caused by the Therapy Services due to your negligence) for at least £[1 million] in respect of any one incident or period of insurance.

Survival of this clause. This 16 will survive termination of the Contract.

YOUR INDEMNITY TO US

Indemnity. You hereby indemnify and defend us, and undertake to keep us indemnified and defended, against any and all losses, damages, costs, liabilities, claims, actions and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of:

any breach by you of any provision of these Terms;
any illness, personal injury or death resulting from the Therapy Services; and/or
your use of the Platform.

CONFIDENTIALITY

Confidentiality obligation. Each party to this Contract undertakes that it will not at any time disclose to any person any confidential information concerning the other party's business, affairs, customers, clients or suppliers, except as permitted by 18.2.

Permitted disclosure. Each party may disclose the other party's confidential information:

to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this 18; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Limited use of confidential information. Each party may only use the other party's confidential information for the purpose of fulfilling our respective obligations under the Contract.

SUSPENSION AND TERMINATION

Termination for convenience. Where there are no outstanding Bookings to be completed, without limiting your rights and remedies, you may terminate this Contract at any time and for any reason by terminating your Platform account using the designated functionality in the Platform.

Our right to suspend. We can suspend or restrict any individual listing you make on the Platform if we become aware, or have reason to believe, that what you have told us about your suitability to provide the Therapy Services or said about the Therapy Services in the listing it is not true or up to date or that the Therapy Services or the listing does not comply with this Contract or is otherwise unlawful.

Our right to terminate. We can suspend your whole Platform account and/or terminate this Contract and your rights to use the Platform and our Services for any of the following reasons:

you have not complied with this Contract, including the policies referred to in them and your non-compliance is more than trivial or is repeated.
you have not paid one of our invoices by the due date;
you have 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 Contract is at risk;
we reasonably consider that our continuing to provide the Services to you could expose the Platform to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on the Platform's reputation or the Clients and other Therapists offering their services on the Platform;
we decide to stop providing the Platform or to stop offering to market the Therapy Services on the Platform; or
we reasonably determine, or receive information or notice from HMRC, that you are not meeting your tax obligations.

Notice. We will give you at least 30 days' written notice that we are ending this Contract or suspending your whole Platform account unless:

our legal, tax or regulatory obligations require us to end this Contract without such notice;
it is imperative for us to end this Contract either immediately or on shorter notice. For example, we may end this Contract with immediate effect if we discover that you lied to us about your qualifications and/or experience regarding the Therapy Services;
you have repeatedly breached this Contract.

Suspension statement. If we are suspending or restricting an individual listing or ending this Contract, we will 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 have breached. If we are acting in response to a notification from someone else, we will also share the contents of that notification with you. However, we will not give you such a statement if:

we are subject to a legal, tax or regulatory obligation not to provide the specific facts or circumstances or to set out our reasons; or
we were ending this Contract because you have repeatedly breached it.

We will send our statement to you via email or another durable medium. Where we are suspending or restricting an individual listing, we will send the statement before or at the time of the suspension or restriction. If we are ending this Contract, we will send the statement at the same time that we give notice that we are ending this Contract.

Consequences of termination. On termination of the Contract:

your right to access and use the Platform and Services shall cease, and we shall be entitled to disable your access;
any outstanding Bookings shall be treated as cancelled by you on the date of termination in accordance with clause 6;
you must immediately remove any listings for the Therapy Services from the Platform, and we may remove any listings for the Therapy Services that you have not removed and reject any Bookings received after the date this Contract ends;
we will give you access to data (including personal data) generated by your use of the Platform to the extent and for the period set out in our how we treat our Therapists Policy; and
termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

FORCE MAJEURE

Exclusion of liability for Events Outside our Control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control ("Event Outside Our Control").

Our obligations. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

we will contact you as soon as reasonably possible to notify you; and
our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

NOTICES

Emails. When we refer to "in writing" in these Terms, this includes email.

Requirements for notices. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.

Deemed delivery of notices. A notice or other communication is deemed to have been received: (i) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or (iii) if sent by email, at 9.00 am the next working day after transmission.

Proof of service of a notice. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

Service of proceedings. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

GENERAL

Assignment and transfer. We may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives). Notwithstanding this, we may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will give you at least 15 days' notice of any change by sending you an SMS, email and/or notification via the Platform with details of the change. We will give you more notice if a change we are making impacts on the way you do things, either technically or commercially. For example, you might need more notice if we remove an entire feature from the Platform, add a new feature or if you need to adapt your Therapy Services to continue using the Platform. If you do not accept the notified changes you will not be permitted to continue to use the Platform and the Services, and must terminate this Contract and your Platform account.

Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

Governing law and jurisdiction. The Contract is governed by the law of England and Wales and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the courts of England and Wales.