DRAFT v1 for counsel review — not final.
These Terms govern the use of the Zenoa platform (zenoa.tech) by wellness and sports-recovery practitioners in the United Kingdom. The platform is operated by Pimms Consulting Ltd, a company registered in England and Wales under number 10522405, registered office: C/O MGB Accountants – Suite 22 Trym Lodge, 1 Henbury Road, Westbury-on-Trym, Bristol BS9 3HQ ("Zenoa", "we"). By creating a practitioner account you accept these Terms.
Zenoa is a booking intermediary acting as the Practitioner's commercial agent for the sole purpose of facilitating bookings and collecting payment on the Practitioner's behalf. The contract for each session is formed directly between the Practitioner and the Client; the Practitioner is the provider and merchant of record. Zenoa provides no care and gives no medical advice.
The Practitioner warrants that they hold and will maintain all qualifications, registrations, insurance (including professional indemnity cover) and legal authorisations required to practise their discipline, and will provide evidence on request. Zenoa may verify credentials at onboarding and periodically, and may suspend accounts pending verification.
Publication of bookable slots requires the Practitioner to create an account with Stripe, a third-party payment services provider, via the Stripe Connect service (identity and bank verification). Payments are processed by Stripe under Stripe's own terms — notably the Stripe Services Agreement (stripe.com/legal/ssa) and the Connected Account Agreement (stripe.com/legal/connect-account) — which the Practitioner accepts when creating the account. Payouts reach the Practitioner's bank on a rolling schedule with a delay of approximately 7 days from payment.
Clients pay the full discounted session price online at booking, into the Practitioner's Stripe account. Zenoa deducts a platform commission of 20% of the amount paid, collected automatically on each transaction. Stripe's payment-processing fees are borne by the Practitioner. Slot prices and discount levels are set freely by the Practitioner, slot by slot. The platform provides optional pricing-protection tools (a floor price and a daily cap on discounted slots) which the Practitioner may enable at their discretion.
Clients may cancel free of charge up to 4 hours before the slot, or within 15 minutes of booking, whichever is more generous; refunds within this policy are issued automatically, funded from the Practitioner's Stripe balance, and Zenoa refunds its commission on such refunds. Outside the policy window the booking is payable in full; the Practitioner may grant goodwill refunds. Chargebacks and payment disputes, including dispute fees, are borne by the Practitioner, who responds to disputes with Zenoa's reasonable assistance.
The Practitioner will honour confirmed bookings, keep availability accurate, treat Clients with professional care, comply with applicable law (including consumer and health-advertising rules), and not use the platform to redirect Zenoa-originated Clients off-platform to avoid commission.
The Practitioner is solely responsible for their own tax affairs, including any VAT on their services. Where required by law, Zenoa applies VAT or the reverse-charge mechanism to its commission and issues corresponding statements. Zenoa may be required to report Practitioner information and earnings to tax authorities under platform-reporting rules (UK OECD-model rules; DAC7 in the EU).
For Client personal data received through bookings, each party acts as an independent controller for its own purposes, in accordance with the Privacy Policy. Where the Practitioner uses optional CRM features (newsletters sent on their behalf), a separate Data Processing Agreement applies: the Practitioner is controller, Zenoa is processor; client lists are ring-fenced per practitioner and never shared or used for Zenoa's own marketing.
The platform, brand and software remain the property of their owner; the Practitioner receives a limited right of use. The Practitioner authorises display of their profile, photos and reviews. Reviews are moderated for legality, not favourability.
Zenoa provides the platform "as is" and does not guarantee any volume of bookings. To the extent permitted by law, Zenoa's aggregate liability to the Practitioner is limited to the commissions paid by the Practitioner in the 12 months preceding the claim. Nothing excludes liability that cannot be excluded by law.
Either party may terminate at any time; confirmed bookings must be honoured or lawfully cancelled. Zenoa may suspend or terminate for breach, credential failure, fraud or legal risk. Accrued rights (including pending payouts, subject to Stripe processes) survive termination.
Governed by the laws of England and Wales; exclusive jurisdiction of the courts of England and Wales. Zenoa may update these Terms with reasonable notice; continued use after the effective date constitutes acceptance. [Counsel: confirm UCTA reasonableness review, applicability of the Platform-to-Business (P2B) Regulation as retained in UK law, and notice periods.]