Seller, Practitioner & Place Agreement
1. Introduction and Parties
This Seller, Practitioner & Place Agreement (the "Agreement") is entered into between Metta People Co., Ltd., a company registered in the Kingdom of Thailand ("Metta People", the "Platform", "we", "us") and the individual or entity registering as a Practitioner, Place, or Product Seller ("you", the "Seller Party") on the Metta People marketplace (www.mettapeople.com) and/or the Metta Living Flow community application (metta-living-flow.base44.app).
This version supersedes, in its entirety, the Seller, Practitioner & Place Agreement v2.2, v2.1 and v2.0 dated 21 July 2026 and the Seller & Practitioner Agreement dated 18 April 2026. It additionally incorporates and supersedes the internal Product Marketplace Cancellation Policy (MVP) requirement document, the substance of which now appears as binding contractual terms in Sections 7 to 10 and Annex A.
Its principal purpose is twofold. First, to establish — on paper and in practice — that Metta People acts as a disclosed agent and payment facilitator, and never as merchant of record, for every Listing on the Platform. This distinction governs how value-added tax (VAT) is assessed on Transactions and is binding on both parties. Second, to set out a single, platform-wide order lifecycle and cancellation, return and dispute framework so that Buyers and Seller Parties can rely on one predictable set of rules across all three Metta pillars.
By completing onboarding, submitting a profile, or listing any offering on the Platform, you confirm that you have read, understood, and agree to be bound by this Agreement, our Terms and Conditions of Use, Privacy Policy, Cookie Policy, Community Guidelines, and any Acceptable Use Policy in force at the time of registration. The manner in which this acceptance is recorded is set out in Section 23 (Execution and Acceptance).
Metta People operates as a Digital Platform Service provider within the meaning of the Royal Decree on Operation of Digital Platform Services Business B.E. 2565 (2022), and undertakes to comply with any applicable notification, registration, and operational obligations under that Decree, in addition to the tax and data protection obligations described elsewhere in this Agreement.
2. Definitions
| Term | Definition |
|---|---|
| "Platform" | Metta People (www.mettapeople.com) and Metta Living Flow (metta-living-flow.base44.app), collectively operated by Metta People Co., Ltd., together with any successor, mobile, or companion application operated under the Metta brand. |
| "Practitioner" | Any certified or self-certified wellness professional, healer, coach, facilitator, teacher, or spiritual guide listing services, sessions, courses, retreats, or experiences under the Metta People pillar. |
| "Place" | Any eco-resort, retreat centre, ecovillage, farm stay, homestay, or hospitality venue listing stays or venue bookings under the Metta Places pillar. |
| "Product Seller" | Any individual or entity listing physical products, digital goods, or merchandise under the Metta Products pillar. |
| "Seller Party" | Collectively, any Practitioner, Place, or Product Seller registered on the Platform. |
| "Buyer" | Any individual or entity purchasing or booking a Listing from a Seller Party through the Platform. |
| "Listing" | Any product, service, session, course, event, retreat, stay, venue hire, or experience posted on the Platform by a Seller Party. |
| "Transaction" | Any completed purchase or booking made by a Buyer in respect of a Listing. |
| "Order" | A Buyer's submitted request to purchase a Listing under the Metta Products pillar, from the moment of submission until Payout Release, cancellation, or lapse. |
| "Gross Amount" | The total amount paid by a Buyer for a Transaction, representing the Seller Party's price for the Listing before deduction of Commission, taxes, or processing fees. |
| "Commission" | The percentage fee earned by Metta People as agency compensation for facilitating a Transaction, per the rates in Section 6.1. The Commission constitutes Metta People's sole revenue from a Transaction. |
| "Disclosed Agency" | The legal relationship, described fully in Section 3, under which Metta People acts on behalf of the Seller Party as agent and payment facilitator, and never as principal or reseller of the Listing. |
| "Authorisation" | The reservation of funds on a Buyer's payment instrument by the payment processor, prior to Capture. An Authorisation does not transfer funds and does not constitute payment. |
| "Capture" | The act of collecting the authorised funds from the Buyer's payment instrument following Seller Acceptance. |
| "Seller Acceptance" | The Seller Party's affirmative confirmation, through the Platform dashboard, that it accepts an Order and will fulfil it. |
| "Escrow" | The state in which Captured funds are held by, or on behalf of, Metta People strictly as agent for the Seller Party pending Payout Release, in accordance with Sections 3.3 and 7. |
| "Payout Release" | The moment at which the Seller Party's share of the Gross Amount ceases to be held in Escrow and is settled to the Seller Party's registered payout account. |
| "EDD" | Estimated Delivery Date, the date by which the Seller Party expects a shipped physical product to reach the Buyer. |
| "Cancellation" | The termination of an Order or booking before shipment (Products) or before commencement (Services and Stays). |
| "Return" | A Buyer's request, after Delivery, to return a physical product on an Eligible Return Ground under Section 9.6. |
| "Dispute" | A Buyer's formal report of a problem with a Transaction raised through the Platform, triggering evidence review under Section 10. |
| "Delivery" | The arrival of a physical product at the Buyer's stated delivery address, evidenced by courier confirmation or, absent such confirmation, deemed to occur on the EDD. |
| "Processing Fees" | Fees charged by a payment processor, card network, or acquiring bank in respect of a Transaction, including fees which the processor does not refund on a refunded Transaction. |
| "Metta Token" | Prepaid platform credit issued by Metta People at a published Baht value, redeemable by Buyers against Listings, as described in Section 6.7. |
| "KYC" | Know Your Customer verification required by our payment processor(s) and by applicable anti-money-laundering law. |
3. Nature of the Relationship — Disclosed Agency
This is the operative section of the Agreement. It governs how Metta People, the Seller Party, and tax authorities characterise every Transaction on the Platform, and it is binding regardless of any contrary implication elsewhere in this Agreement, the Platform interface, or any marketing material.
3.1 Seller Party as Principal
The Seller Party is the principal party providing the Listing directly to the Buyer, and is the seller of record for VAT, income tax, and consumer protection purposes in respect of that Listing. Metta People is not a party to the underlying contract of sale or service between the Seller Party and the Buyer.
3.2 Metta People as Disclosed Agent
Metta People acts solely as a disclosed agent and payment facilitator: introducing Buyers to Seller Parties, operating the Platform through which Listings are discovered and booked, and collecting and/or processing payment on the Seller Party's behalf in exchange for the Commission. Nothing in this Agreement shall be construed as Metta People purchasing, reselling, or acting as principal in respect of any Listing.
3.3 Fund Flow
Buyer payments are processed via the Platform's designated payment processor(s) using a marketplace or sub-merchant disbursement structure wherever technically available, whereby the Seller Party's share of the Gross Amount is settled to the Seller Party's registered payout account and Metta People's Commission is retained separately as Metta People's own revenue.
Where a processor or the Escrow mechanism described in Section 7 requires Metta People to receive or hold the Gross Amount prior to disbursement, such funds are held strictly as agent on behalf of the Seller Party in a pass-through capacity and do not constitute Metta People revenue or Metta People turnover, except for the Commission portion. Funds held in Escrow remain, as between Metta People and the Seller Party, the Seller Party's funds subject only to the deductions and holds expressly permitted by this Agreement.
3.4 Tax Consequence
Consistent with Sections 3.1 to 3.3, Metta People's VAT liability (where Metta People is or becomes VAT-registered) is assessed solely on Commission Revenue, and not on the Gross Amount of Transactions. The Seller Party acknowledges this structure and agrees to issue, or to permit Metta People to issue on its behalf pursuant to Section 6.3, invoicing documentation consistent with this agency relationship.
3.5 Independent Contractor Status — No Employment Relationship
The disclosed-agency relationship described in this Section 3 governs VAT and tax treatment only. It does not, by itself, address labour law status. This Section 3.5 does so separately and is equally binding.
The Seller Party acts at all times as an independent contractor and independent business operator, and nothing in this Agreement creates or shall be construed as creating an employment relationship, an agency for labour law purposes, a partnership, a joint venture, or a franchise between Metta People and the Seller Party under the Thai Labour Protection Act B.E. 2541 (1998) or any equivalent law in the Seller Party's jurisdiction. Without limiting the foregoing, the Seller Party:
- determines its own prices, working hours, methods, and manner of delivering each Listing;
- is not required to accept any minimum volume of bookings or Orders;
- is not entitled to employee benefits, social security contributions, paid leave, or severance from Metta People; and
- is responsible for its own tools, premises, insurance, and, where applicable, its own staff or subcontractors.
Metta People's provision of the Platform, dashboard, quality standards, response-time expectations, and vetting criteria does not constitute the level of control characteristic of an employment relationship.
4. Eligibility and Onboarding
4.1 Age and Capacity
You must be at least 18 years of age and possess full legal capacity to enter into binding contracts under the laws of your country of residence.
4.2 KYC Verification
All Seller Parties must complete identity verification (KYC) via our designated payment processor before any Payout Release can be processed. Failure to complete KYC will result in suspension of payout until resolved. Orders may continue to be received during a KYC hold, but funds will remain in Escrow.
4.3 Business Registration and Tax Details
If you operate as a business entity (company, partnership, or registered sole trader), or if you are independently VAT-registered, you must provide your business registration number, VAT/tax identification number, and registered address. This information is required to support the invoicing structure described in Section 6.3.
4.4 Profile Accuracy
You warrant that all information submitted in your profile — including qualifications, certifications, experience, facility standards, and professional credentials — is accurate, current, and not misleading. Metta People reserves the right to request documentary evidence of any stated qualification, certification, or standard at any time, and to remove any credential claim that is not evidenced on request.
4.5 Sanctions and Anti-Money Laundering Compliance
You represent and warrant that you are not, and are not owned or controlled by, a person or entity that is (a) subject to any applicable trade or economic sanctions administered by the United Nations, Thailand, the United States, the European Union, or the United Kingdom; or (b) listed on any government denied-party, sanctions, or watch list. You further represent that all funds received through the Platform derive from lawful sources and will not be used to facilitate money laundering, terrorist financing, or any other unlawful activity.
Metta People may suspend your account and withhold settlement, without liability, where necessary to comply with sanctions, anti-money-laundering, or counter-terrorist-financing laws, or with requirements imposed by Stripe or any other payment processor.
5. Listing Standards and Content Obligations
5.1 Accurate Descriptions
All Listings must accurately represent the offering, including scope, duration, location, price, prerequisites, capacity, materials, dimensions or specifications where relevant, and any risks involved.
5.2 Pricing Transparency
Prices must be clearly stated in Thai Baht (THB) or a mutually agreed currency, and must represent the full Gross Amount payable by the Buyer, inclusive of any tax the Seller Party is required to charge. Hidden fees, surprise charges at the point of delivery, and misleading pricing are strictly prohibited. Where shipping is charged separately, it must be disclosed in the Listing before checkout.
5.3 Prohibited Listings
The following are prohibited on the Platform:
- Services that make unsubstantiated medical, curative, or diagnostic claims;
- Products or substances that are illegal, controlled, or require a prescription under Thai law;
- Offerings that involve or promote sexual services or adult content of any kind;
- Listings that discriminate on the basis of race, religion, gender, sexual orientation, disability, or nationality;
- Any offering that violates Thai law, ASEAN regulations, or international consumer protection standards;
- Multi-level marketing (MLM), pyramid schemes, or deceptive business opportunity listings;
- Places lacking valid operating permits, fire safety certification, or hospitality licensing required by local authorities;
- Products that are counterfeit, unsafe, or that infringe third-party intellectual property; and
- Listings offering protected wildlife products, unlawfully sourced antiquities, or items whose export from Thailand requires a permit the Seller Party does not hold.
5.4 Image, Media, and Language Standards
All images and media used in Listings must be original or properly licensed, and must depict the actual Listing offered. You grant Metta People a royalty-free licence to use your Listing media for promotional purposes on and off the Platform. Listings must be available in English; additional languages are welcome but do not replace the English version, which prevails in case of ambiguity.
6. Commission, Invoicing, Taxation, and Payouts
6.1 Commission Structure
Metta People earns a Commission from each completed Transaction, at the following rates by Listing category:
| Pillar | Category | Commission |
|---|---|---|
| Metta People | Practitioner services, sessions, courses, retreats, experiences | 20% |
| Metta Places | Stays, venue bookings, eco-resort and retreat centre reservations | 10% |
| Metta Products | Physical products, digital goods, merchandise | 10% |
Applicable rates are also displayed in the Seller Party's dashboard at the time of listing and confirmed upon onboarding. Rates may vary for promotional programmes (for example, the Founding Practitioner cohort) as separately communicated in writing. No change to Commission rates applies retroactively to Transactions already completed.
6.2 Payment Processing and Fund Flow
Payments are processed via the Platform's designated payment processor, Stripe (Stripe Connect), for both Thai and international Transactions, and via such additional processors as Metta People may appoint for Southeast Asian payment methods. Metta People does not store payment card data.
Consistent with Section 3.3, the Platform is architected to use Stripe Connect's split-payment functionality (destination charges with application_fee_amount) so that the Seller Party's share of the Gross Amount is disbursed to the Seller Party's connected account and the Commission is retained by Metta People as agency compensation via the application fee. Where the Order lifecycle in Section 7 requires funds to be held in Escrow before disbursement, the split is applied at Payout Release rather than at Capture. Where Metta People adds a payment processor, the same disclosed-agency and split-settlement principles will apply.
6.3 Invoicing
For each Transaction, two separate invoicing documents are generated:
- Service or Product Invoice/Receipt — issued by the Seller Party to the Buyer, for the full Gross Amount. Where the Seller Party has not enabled independent invoice issuance, Metta People will generate this document on the Seller Party's behalf using the Seller Party's registered business and tax details, clearly identifying the Seller Party as seller of record.
- Commission Invoice — issued by Metta People to the Seller Party, for the Commission amount only. This is the sole basis of Metta People's recognised revenue and VAT calculation for the Transaction.
The Seller Party agrees that the invoicing structure in this Section 6.3 reflects the true agency relationship described in Section 3, and will not represent to any third party, including any tax authority, that Metta People is the seller of record for the underlying Listing.
6.4 Payout Release Conditions
Payout Release is subject to each of the following:
- completion of KYC verification;
- expiry of the applicable cancellation, return, or dispute window under Sections 8, 9 and 10;
- in the case of Metta Products, buyer confirmation of receipt or auto-confirmation under Section 7.6;
- the absence of any open Dispute or chargeback on the Transaction; and
- deduction only of the Commission, Processing Fees attributable to the Seller Party's share, and applicable Thai withholding tax, where such deduction is made from the Seller Party's own settlement and not from Metta People's Commission Revenue.
6.5 Currency, Withholding and Taxes
Settlements are made in Thai Baht (THB) unless otherwise agreed. The Seller Party is solely responsible for declaring and paying any income tax, VAT, or withholding tax obligations arising from its own earnings, being the Seller Party's share of the Gross Amount. Metta People is solely responsible for its own tax obligations arising from Commission Revenue.
Where Thai law requires Metta People to withhold tax on a payment made to the Seller Party, Metta People will withhold at the applicable statutory rate and will issue the corresponding withholding tax certificate. Metta People will issue transaction and settlement records to support the Seller Party's tax filings upon request.
6.6 Chargebacks and Payment Disputes
In the event of a chargeback or payment dispute initiated by a Buyer or a card issuer, Metta People may withhold the relevant settlement pending resolution and may recover from future settlements any amount already released that is subsequently reversed by the processor, together with any chargeback fee charged to the Platform. Repeated chargebacks attributable to a Seller Party may result in account suspension under Section 17.3.
6.7 Metta Tokens and Prepaid Credits
Buyers may pay for Listings, in whole or in part, using Metta Tokens, being prepaid credits purchased from Metta People at a published Baht value. Where a Buyer redeems Metta Tokens, the Seller Party is settled in Thai Baht at the published redemption value of the Tokens applied, less Commission and permitted deductions, exactly as if the Buyer had paid in cash. Metta Tokens are a payment instrument only; they do not alter the disclosed-agency relationship, the Seller Party's status as seller of record, or the Commission rate applicable to the Listing.
7. Order Lifecycle, Acceptance, Capture and Escrow
This Section applies in full to Metta Products, and applies to Metta People and Metta Places Listings to the extent that a Listing is configured on the Platform to require Seller Acceptance rather than instant confirmation. Where a Listing is configured for instant confirmation, Seller Acceptance is deemed to occur at checkout.
7.1 Order Flow
| Stage | What happens | Funds status |
|---|---|---|
| 1. Order placed | Buyer submits an Order through the Platform. | Authorisation only — no Capture |
| 2. Seller review | Seller Party has 24 hours to accept or reject the Order. | Authorisation held |
| 3. Seller Acceptance | Seller Party confirms it will fulfil the Order. | Capture; funds move to Escrow |
| 4. Preparation | Seller Party prepares the shipment or the delivery of the digital good. | Escrow |
| 5. Shipment | Seller Party marks the Order as shipped and records the shipment details in Annex C. | Escrow |
| 6. Delivery | Product reaches the Buyer; return and dispute window opens. | Escrow |
| 7. Confirmation | Buyer confirms receipt, or auto-confirmation occurs under Section 7.6. | Payout Release |
7.2 No Charge Before Seller Acceptance
Before Seller Acceptance, no funds are Captured; only an Authorisation exists. It follows, and the Seller Party expressly agrees, that Cancellation by a Buyer before Seller Acceptance is always free of charge to the Buyer and gives rise to no claim by the Seller Party against the Buyer, Metta People, or the Order.
7.3 The 24-Hour Acceptance Window
The Seller Party must accept or reject each Order within 24 hours of the Order being placed. Where the Seller Party does not respond within that window, the Order lapses automatically, the Authorisation is released to the Buyer, and no Transaction arises. Repeated failure to respond within the acceptance window is a quality failure for the purposes of Sections 14 and 17.3.
7.4 Capture and Escrow
Upon Seller Acceptance, the Gross Amount is Captured and held in Escrow. Funds held in Escrow are held by Metta People strictly as agent for the Seller Party in a pass-through capacity in accordance with Section 3.3, and are not Metta People turnover save as to the Commission portion. The Seller Party has no right to demand release of Escrowed funds before the conditions in Section 6.4 are satisfied.
7.5 Seller Obligation to Fulfil
Seller Acceptance is a binding undertaking to fulfil the Order as listed, within the timeframe stated in the Listing and by the EDD recorded under Annex C. A Seller Party that cannot fulfil an accepted Order must cancel it promptly under Section 9.5 rather than allow it to run past the EDD.
7.6 Buyer Confirmation and Auto-Confirmation
Payout Release occurs on the earlier of (a) the Buyer confirming receipt through the Platform, and (b) the expiry of the return and dispute window in Section 9.6 without a Return request or Dispute having been raised. Where courier confirmation of Delivery is unavailable, the window is calculated from the EDD.
8. Cancellations and Refunds — Services, Sessions, Retreats and Stays
This Section applies to Listings under Metta People and Metta Places. Cancellations and refunds are governed by the Metta People Refund and Cancellation Policy (available at www.mettapeople.com/refund-policy), which forms part of this Agreement. The applicable refund split between Buyer, Metta People, and Seller Party is as follows:
| Time before start | Buyer refund | Metta People | Seller Party |
|---|---|---|---|
| 72 hours or more | 80% | 20% | 0% |
| 48 to 72 hours | 50% | 20% | 30% |
| 24 to 48 hours | 25% | 20% | 55% |
| Under 24 hours / no-show | 0% | 20% | 80% |
For clarity, amounts retained by Metta People under this table are drawn from Metta People's Commission entitlement on the Transaction and do not alter the agency relationship described in Section 3.
8.1 Cancellation by the Seller Party
Where a Practitioner or Place cancels a confirmed booking for any reason other than force majeure under Section 21.6, the Buyer receives a full refund of the Gross Amount, no Commission is retained, and the cancellation is recorded against the Seller Party's reliability record. Metta People may recover from future settlements any Processing Fees not refunded by the processor in respect of such a cancellation.
8.2 Force Majeure and Substitution
Where a booking cannot proceed by reason of force majeure, the Seller Party must offer the Buyer, at the Buyer's election, a rescheduled date or a full refund. A substitute Practitioner or venue may be offered but may not be imposed without the Buyer's consent.
9. Cancellations, Returns and Refunds — Metta Products
9.1 One Platform-Wide Policy
A single platform-wide cancellation, return and refund policy applies to all Metta Products Listings. Seller Parties may not configure custom cancellation rules, category-specific rules, or bespoke return windows. Refund calculations are standardised and, where possible, automated by the Platform. Metta People may introduce seller-specific or category-specific policies in future only by amendment under Section 22.
9.2 Cancellation Rules
| Stage of the Order | Cancellation outcome |
|---|---|
| Before Seller Acceptance | Full cancellation. No Capture has occurred; the Authorisation is released. No fee to the Buyer and no claim by the Seller Party. |
| After Seller Acceptance, before shipment | Cancellation request is submitted to the Seller Party for approval. The Seller Party should approve where the Order has not yet been dispatched. |
| Seller Party silent for 24 hours after a cancellation request | Cancellation is auto-approved by the Platform and the refund is initiated automatically. |
| After shipment | No cancellation is available. The Buyer's remedy is a Return or Dispute after Delivery. |
| After Delivery | Return or Dispute window only, per Sections 9.6 and 10. |
9.3 Auto-Approval of Cancellation Requests
Where the Seller Party does not respond to a cancellation request within 24 hours of it being raised, the cancellation is automatically approved and the refund is initiated without further reference to the Seller Party. The Seller Party expressly authorises Metta People to effect such refunds from Escrowed funds. The Buyer is notified that the request was approved automatically due to no response from the Seller Party.
9.4 Non-Refundable Processing Fees
Payment processors do not always refund their Transaction fees on a refunded Transaction. Accordingly, the following disclaimer is displayed to Buyers at each cancellation and refund step and forms part of the terms on which every Metta Products Listing is sold:
"Refund amounts may exclude non-refundable payment processing fees charged by payment providers."
Where a Transaction is cancelled or refunded in full before Payout Release, Metta People waives its Commission on that Transaction and refunds the Buyer the full Gross Amount less only such Processing Fees as the processor does not return. Where a refund arises from the Seller Party's default, non-recoverable Processing Fees are borne by the Seller Party and may be deducted from future settlements.
9.5 Cancellation by the Product Seller
If the Seller Party cancels a confirmed Order, the Buyer receives a full refund. This applies regardless of the shipment timeline, provided the product has not been delivered. A Seller Party that cancels after Seller Acceptance retains no entitlement to any part of the Gross Amount, and repeated seller-initiated cancellations are grounds for suspension under Section 17.3.
9.6 Return and Dispute Window
Following Delivery, the Buyer may raise a Return request or a Dispute within 48 hours. Where courier Delivery confirmation is unavailable, the window runs from the EDD. Payout Release is suspended for the duration of the window and for the duration of any Dispute raised within it.
The following are Eligible Return Grounds:
- the item arrived damaged;
- the wrong item was sent;
- the item is counterfeit or not authentic as described;
- the Order was incomplete; or
- the item is materially not as described in the Listing.
Change of mind is not an Eligible Return Ground. Buyers are told this clearly before purchase. Nothing in this Section limits any non-excludable statutory right of withdrawal a Buyer may hold under the mandatory consumer law of the Buyer's own jurisdiction; where such a right applies and is exercised, the Seller Party, as seller of record, is responsible for honouring it.
9.7 Cancellation, Return and Dispute Distinguished
These three mechanisms are distinct and must not be conflated in Listings, Seller Party communications, or support correspondence:
| Mechanism | When it applies |
|---|---|
| Cancellation | Before shipment. |
| Return | After Delivery, where an Eligible Return Ground under Section 9.6 exists. |
| Dispute | Where the Buyer reports a problem with the Order and evidence review under Section 10 is required. |
9.8 Digital Goods
For digital goods, Delivery occurs on the making available of the download or access credential. Cancellation is available until the moment of access; thereafter the Buyer's remedy is a Dispute on the grounds that the file or access was not delivered, was inaccessible, or was materially not as described.
9.9 Return Logistics
Where a Return is approved, the Seller Party bears the cost of return shipping where the Eligible Return Ground is damage, wrong item, counterfeit, incomplete order, or material misdescription. The Buyer must return the item in the condition received, with all included components, using a trackable method. Refunds are processed once the return is dispatched with tracking evidence, or on receipt where no tracking is available.
10. Disputes, Evidence and Platform Determination
10.1 Effect of a Dispute
When a Buyer raises a Dispute, Payout Release on the affected Transaction is paused and the matter is referred for review by Metta People support. Escrowed funds remain in Escrow until the Dispute is resolved.
10.2 Buyer Evidence
The Buyer may submit photographs, video, screenshots, and a written explanation in support of the Dispute.
10.3 Seller Party Evidence and Duty to Respond
The Seller Party may, and where requested must, submit shipment proof, courier and tracking details, dispatch photographs, and any other relevant evidence. The Seller Party must respond substantively to a Dispute within 48 hours of notification. Where the Seller Party does not respond within that period, Metta People may determine the Dispute on the evidence available, which will ordinarily mean resolution in the Buyer's favour.
10.4 Platform Determination
Metta People will assess Disputes reasonably, in good faith, and consistently across Seller Parties, and will notify both parties of the outcome. Metta People acts in this capacity as agent administering the Platform's policies, not as arbitrator of the underlying contract between Buyer and Seller Party; a determination under this Section does not affect either party's right to pursue the other under Section 20. The Seller Party authorises Metta People to give effect to a determination by refunding all or part of the Gross Amount from Escrowed funds.
10.5 Abuse of the Dispute Process
Metta People will act against Buyers who abuse the Dispute process, including by removing accounts and declining refunds where the evidence does not support the claim. Seller Parties who submit falsified shipment or delivery evidence commit a material breach of this Agreement.
11. Practitioner-Specific Obligations (Metta People)
11.1 Professional Standards
Practitioners warrant that they will deliver all services with reasonable care and skill, and in accordance with any applicable professional or industry standard.
11.2 Health, Safety and Insurance
Practitioners offering physical wellness services (including yoga, massage, breathwork, and energy healing) must conduct appropriate pre-session health screening, maintain a safe physical environment, and disclose to Metta People any formal complaint or regulatory action taken against them in any jurisdiction.
Practitioners offering any Listing involving physical touch, bodywork, or in-person physical contact of any kind must hold current professional indemnity and/or public liability insurance covering such activity for the full duration of their listing on the Platform, and must submit proof of coverage on onboarding and on each policy renewal. Metta People may suspend any Listing of this type where valid proof of coverage is not on file. For all other Listing types, equivalent coverage is strongly encouraged but not required.
11.3 Prohibited Claims
Practitioners must not represent their services as medical treatment, diagnosis, or cure for any physical or mental health condition. All wellness or spiritual services must carry the following disclaimer:
"This service is offered for wellness and personal development purposes only. It is not a substitute for professional medical, psychological, or psychiatric advice, diagnosis, or treatment."
11.4 Informed Consent
For any bodywork, energy work, or deeply immersive spiritual experience, Practitioners must obtain informed written or digital consent from participants prior to the session, covering the nature of the practice, the physical contact involved if any, and the participant's right to stop at any point.
11.5 Participant Wellbeing and Escalation
Where a participant discloses acute distress, suicidal ideation, or a psychiatric emergency during or in connection with a session, the Practitioner must not proceed as though the session alone is sufficient care, and must direct the participant to appropriate emergency or professional services. Practitioners must report any serious incident to Metta People within 48 hours.
11.6 Minors
Services involving participants under 18 years of age are prohibited unless the Listing explicitly specifies a family or youth programme, written parental or guardian consent is obtained, an appropriate adult is present, and the Practitioner holds appropriate safeguarding credentials.
12. Place-Specific Obligations (Metta Places)
12.1 Licensing and Permits
Places must hold and maintain all licences, permits, and registrations required by Thai law or the law of their jurisdiction to operate as a hospitality, retreat, or event venue, and must provide evidence upon request.
12.2 Safety and Environmental Standards
Places must maintain fire safety, structural safety, water quality, and sanitation standards consistent with applicable law, and must accurately represent any environmental or regenerative claim (for example "eco-resort", "regenerative farm", "off-grid") made in their Listings.
12.3 Booking Accuracy
Places must maintain accurate, real-time availability calendars on the Platform and honour confirmed bookings except where cancellation is permitted under Section 8 or force majeure applies. Overbooking that results in a Buyer being turned away is a material breach.
12.4 Guest Safety Disclosure
Places must disclose material safety information relevant to guest wellbeing — including remote location, limited medical access, water safety, wildlife hazards, and the absence of on-site staff overnight — clearly within the Listing prior to booking.
12.5 Insurance
Places must hold public liability insurance appropriate to the nature and capacity of the venue, and must provide evidence of coverage on request.
13. Product Seller-Specific Obligations (Metta Products)
13.1 Product Standards
Product Sellers warrant that all products are safe, accurately described, authentic, and lawfully sellable in the jurisdictions in which they are offered.
13.2 Fulfilment and Shipment Records
Product Sellers are solely responsible for fulfilment, shipping, and delivery of physical products, and for compliance with applicable consumer protection, product safety, and product liability law. On marking an Order as shipped, the Seller Party must complete the shipment record set out in Annex C. An Estimated Delivery Date is mandatory; courier name, tracking number, tracking URL, and a shipment proof photograph are optional but strongly recommended, as they are the primary evidence available to the Seller Party in a Dispute.
13.3 Returns
Product Sellers are bound by the platform-wide return framework in Section 9 and may not publish a return policy inconsistent with it. Any returns information in a Listing must restate, and may not narrow, Section 9.
13.4 Digital Goods
Sellers of digital goods must ensure content is free of malware, accurately described, and delivered promptly upon purchase confirmation, and must maintain access or download availability for the period stated in the Listing.
13.5 Customs, Duties and Cross-Border Shipment
Where a product is shipped across a border, the Seller Party is responsible for correct customs declaration and for disclosing in the Listing whether import duties and taxes are prepaid or payable by the Buyer on receipt. Undisclosed duties payable on delivery are treated as a hidden fee in breach of Section 5.2.
14. Reviews, Ratings and Responsiveness
Buyers may leave reviews of completed Transactions. Seller Parties may not offer any inducement in exchange for a review, may not solicit the removal of an honest review, and may not publish or threaten retaliatory content against a reviewer. Metta People does not remove reviews merely because they are unfavourable, but will remove reviews that are abusive, defamatory, off-topic, or that disclose personal data.
Metta People may publish response-time and acceptance-rate metrics on Seller Party profiles, and may reduce the visibility of Listings from Seller Parties who persistently miss the acceptance window in Section 7.3, the Dispute response period in Section 10.3, or the quality standards in this Agreement.
15. Intellectual Property
15.1 Your Content
You retain ownership of all original content you create. By uploading content to the Platform, you grant Metta People a non-exclusive, royalty-free, worldwide licence to use, reproduce, adapt, translate, and display your content for Platform operation and promotion. This licence survives termination in respect of material already published, for a reasonable period necessary to remove it from circulation and for archival and legal-defence purposes.
15.2 Metta People IP
You may not use the Metta People, Metta Places, Metta Products, MettaUniverse, Mettaïa, or Metta Living Flow brands, names, logos, or trademarks in any external marketing without prior written consent from Metta People. Founding cohort badges and recognitions may be displayed as awarded and must be removed on termination.
15.3 Third-Party Content
You must not upload content that infringes any third-party intellectual property right. Infringement complaints should be directed to info@mettapeople.com and will be handled under Metta People's notice-and-takedown process.
16. Conduct, Non-Circumvention, and Community Standards
16.1 Community Standards
Seller Parties agree to uphold the values of the Metta People community, which centre on compassion, integrity, transparency, and respect. In addition to the Acceptable Use Policy and Community Guidelines, you specifically agree not to:
- solicit Buyers to transact outside the Platform in order to avoid Commission;
- engage in deceptive, manipulative, or high-pressure sales tactics;
- make disparaging or defamatory statements about Metta People, other Seller Parties, or Buyers on any public channel;
- share, sell, or misuse the personal data of Buyers obtained through the Platform; or
- enter into a romantic, sexual, or financial relationship with a Buyer in a position of dependency arising from the Listing.
16.2 Non-Circumvention Survives Termination
The obligation not to solicit Buyers introduced through the Platform to transact outside the Platform continues for twelve (12) months following termination of this Agreement, in respect of any Buyer with whom the Seller Party transacted, or to whom the Seller Party was introduced, through the Platform during the term. This Section survives termination pursuant to Section 17.4. Nothing in this Section prevents a Buyer who independently approaches a Seller Party from doing so.
16.3 Confidentiality
Each party will keep confidential any non-public commercial, technical, or strategic information of the other disclosed in connection with this Agreement, including negotiated commission terms, roadmap information, and Buyer data, and will use it only for the purposes of this Agreement. This obligation continues for three (3) years after termination.
17. Term, Suspension, and Termination
17.1 Term
This Agreement commences on the date of your registration and continues until terminated by either party.
17.2 Termination by You
You may terminate this Agreement at any time by closing your account, provided that all outstanding Transactions, accepted Orders, refund obligations, and Disputes have been resolved. Closing an account does not release you from an accepted Order.
17.3 Termination or Suspension by Metta People
Metta People may suspend or terminate your account immediately and without prior notice if:
- you breach any provision of this Agreement or the Terms and Conditions of Use;
- you engage in fraudulent, abusive, or illegal conduct, or submit falsified evidence in a Dispute;
- you receive repeated negative reviews or Dispute determinations indicating safety or quality concerns;
- you persistently fail to respond within the acceptance window in Section 7.3 or the Dispute response period in Section 10.3;
- regulatory or legal action is taken against you in any jurisdiction; or
- your continued presence poses a reputational, safety, or legal risk to the Platform or its community.
Where the ground for suspension is not safety-critical or fraud-related, Metta People will ordinarily give notice and a reasonable opportunity to remedy before terminating.
17.4 Effect of Termination
Upon termination, your Listings will be removed and pending settlements released after resolution of any outstanding obligation, Dispute, refund, or chargeback exposure. Sections 3 (Nature of the Relationship), 4.5 (Sanctions and AML), 6.3 to 6.6 (invoicing, payout, tax and chargeback recovery), 9 and 10 (in respect of Transactions completed before termination), 11.2 (insurance, as to services already rendered), 15 (Intellectual Property), 16.2 and 16.3 (Non-Circumvention and Confidentiality), 18 (Indemnification and Liability), 19 (Data Protection), 20 (Governing Law and Dispute Resolution), and 21 (General Provisions) survive termination.
18. Indemnification and Liability
18.1 Indemnification
You agree to indemnify, defend, and hold harmless Metta People Co., Ltd., its directors, employees, and affiliates from any claim, damage, loss, or expense (including reasonable legal fees) arising from:
- your breach of this Agreement;
- any harm caused to a Buyer during or as a result of your Listing;
- false or misleading representations in your Listings or profile;
- your infringement of any third-party right;
- any product liability, safety, or customs claim in respect of a product you sold; and
- any tax assessment against Metta People arising from your failure to comply with the invoicing obligations in Section 6.3.
18.2 Limitation of Liability
Metta People's aggregate liability to you under this Agreement is limited to the total Commission collected from your Transactions in the six (6) months preceding the relevant claim. Metta People is not liable for indirect, consequential, or punitive losses, or for loss of profit, goodwill, or anticipated bookings. Nothing in this Section limits liability which cannot be limited as a matter of Thai law, including liability for fraud or for death or personal injury caused by negligence.
18.3 Platform Provided "As Is"
The Platform, including its booking, payment, escrow, and messaging functionality, is provided on an "as is" and "as available" basis. Metta People does not warrant that the Platform will be uninterrupted, error-free, or available at all times, and is not liable for any loss arising from downtime, technical failure, or disruption of the Platform or of any third-party payment processor, except where caused by Metta People's gross negligence or wilful misconduct.
18.4 No Guarantee of Volume
Metta People gives no warranty or representation as to the number of Buyers, bookings, Orders, or level of revenue a Seller Party will receive through the Platform, and makes no commitment as to search ranking or promotional placement except where separately agreed in writing.
19. Data Protection
Metta People processes your personal data as Data Controller in accordance with the Thai Personal Data Protection Act B.E. 2562 (2019), the GDPR, and the CCPA where applicable, as described in the Privacy Policy.
Buyer personal data shared with you through the Platform (for example, names and contact details for booking confirmation, and delivery addresses for shipment) must be used solely to fulfil the relevant Transaction and to meet your legal record-keeping obligations. Such data must not be added to any marketing list without the Buyer's explicit consent, must not be transferred to any third party other than a courier or fulfilment provider engaged for the Transaction, and must not be retained beyond 90 days post-Transaction without explicit consent, save where a longer period is required by tax or accounting law.
You must notify Metta People at info@mettapeople.com without undue delay, and in any event within 72 hours, of becoming aware of any unauthorised access to or disclosure of Buyer personal data obtained through the Platform, and must cooperate with Metta People in responding to the incident and to any data subject request or regulatory enquiry.
20. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the Kingdom of Thailand. Any dispute between Metta People and the Seller Party arising out of or in connection with this Agreement shall first be referred to good-faith mediation between senior representatives of each party. If the dispute is not resolved within thirty (30) days of the referral, it shall be submitted to the exclusive jurisdiction of the competent courts of Bangkok, Thailand.
Disputes between a Buyer and a Seller Party concerning the underlying Listing are matters between those parties, subject to the Platform determination process in Section 10 and to any mandatory consumer protection right of the Buyer.
21. General Provisions
21.1 Entire Agreement
This Agreement, together with the Terms and Conditions of Use, Privacy Policy, Cookie Policy, Community Guidelines, Refund and Cancellation Policy, and any Acceptable Use Policy incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter, and supersedes all prior discussions, representations, or agreements, whether written or oral, on that subject matter.
21.2 Severability
If any provision of this Agreement is held invalid or unenforceable by a court or authority of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
21.3 No Waiver
No failure or delay by Metta People in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of a right preclude any other or further exercise of that or any other right.
21.4 Assignment
You may not assign or transfer this Agreement, or any right or obligation under it, without Metta People's prior written consent. Metta People may assign this Agreement, in whole or in part, without your consent, in connection with a merger, acquisition, corporate reorganisation, sale of assets, or transfer to a successor entity, provided the assignee agrees to be bound by this Agreement.
21.5 Notices
Notices under this Agreement shall be delivered by email to the address associated with your Platform account (for notices to you) or to info@mettapeople.com (for notices to Metta People), and shall be deemed received on the next business day following transmission. Operational notifications relating to Orders, cancellations, and Disputes may additionally be delivered through the Platform dashboard and are effective on posting.
21.6 Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement resulting from causes beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, civil unrest, governmental action, labour dispute, or failure of a third-party payment processor, courier, telecommunications, or internet service provider. This Section does not excuse an obligation to refund a Buyer for a Listing that was not delivered.
21.7 Relationship to Other Policies
In the event of a direct conflict between this Agreement and the Terms and Conditions of Use on a matter specifically addressed by this Agreement (including the disclosed-agency relationship in Section 3 and the cancellation framework in Sections 8 to 10), this Agreement prevails as to Seller Parties. On all other matters, the Terms and Conditions of Use apply.
21.8 No Third-Party Rights
This Agreement is made between Metta People and the Seller Party only. It confers no right on any Buyer or other third party to enforce any of its terms, save that Sections 8, 9 and 10 describe the refund and dispute framework on which Buyers are entitled to rely as a matter of the Platform's published policies.
21.9 Language
This Agreement may be provided in Thai and other translations for convenience. In the event of any inconsistency between the English version and a translation, the English version prevails, save where mandatory Thai law requires otherwise.
22. Amendments
Metta People may update this Agreement at any time. You will be notified of material changes by email or dashboard notification not less than fourteen (14) days before they take effect, save where a change is required immediately by law, by a payment processor, or to address a safety or security risk. Continued use of the Platform after the effective date of changes constitutes acceptance. Changes do not apply retroactively to Transactions already completed or to Orders already accepted.
23. Execution and Acceptance
This Agreement is executed electronically. By completing the onboarding flow and taking the affirmative action described below, the Seller Party enters into a binding agreement with Metta People with the same legal effect as a handwritten signature, consistent with the Electronic Transactions Act B.E. 2544 (2001) of Thailand.
23.1 Method of Acceptance
Acceptance occurs when the Seller Party checks the box marked "I have read and agree to the Seller, Practitioner & Place Agreement" and completes registration. Metta People records the Seller Party's name, account identifier, IP address, and timestamp of acceptance, together with the specific version of this Agreement accepted.
23.2 Re-Acceptance on Amendment
Where an amendment under Section 22 is material, Metta People will require re-acceptance through the same mechanism before the Seller Party may continue creating new Listings or receiving new bookings, without affecting the validity of Transactions completed under the prior version.
23.3 Retention of Records
Metta People retains a record of each version of this Agreement and of each Seller Party's acceptance for as long as required to establish, exercise, or defend legal claims, consistent with the Data Retention section of the Privacy Policy.
23.4 Countersignature (Optional)
Where a Seller Party, funder, or institutional partner requires a countersigned copy, the parties may execute a signature block in addition to electronic acceptance. Electronic acceptance alone is sufficient to bind the parties.