1. Definitions and interpretation

1.1     In this Agreement:

Business Day means a day other than a Saturday, Sunday or public holiday on which banks are open for business in London;

Commencement Date means the date set out in the Contract Details;

Confidential Information shall have the meaning given to it in clause 9.1;

Contract means a contract for the sale of Products between W-Wellness and a Prospect made through the Site entered into at any time following an Introduction;

Data Protection Terms means the terms governing the parties’ data protection obligations, which can be found here.

Discount means
any discount on the W-Wellness List Price given at the sole discretion of W-Wellness to a Prospect;

Introduction
means the creation of an account by the Prospect on the Site which nominates the Practitioner as the Prospect’s practitioner. Introduces and Introduced
shall be interpreted accordingly;

Products means any products available for sale on the Site;

Prospect means a prospective or existing customer of the Practitioner resident in the
United Kingdom who is or becomes a customer of W-Wellness as a result of an
Introduction by the Practitioner;

Site W-Wellness’ website located at www.w-wellness.co.uk;

Term has the meaning given in clause 2;

W-Wellness List Price means the price for a Product as stated on the Site (excluding VAT and other sales tax, and delivery charges).

2. Commencement and Term

This Agreement commences on the
Commencement Date and shall continue in full force and effect unless or until terminated in accordance with clause 8 (Term).

3. Appointment and scope

3.1     W-Wellness appoints the Practitioner, on a non-exclusive basis, to make Introductions during the Term upon the terms and conditions of this Agreement, and the Practitioner accepts such appointment.

3.2     W-Wellness shall have the right to appoint other persons as practitioners, introducers, representatives, agents or distributors for the Products during the Term.

4. Practitioner Obligations

4.1     During the Term, the Practitioner shall:

4.1.1     generally, make itself available to W-Wellness for the purpose of consultation and advice relating to the Prospects and Introductions;

4.1.2     act in good faith towards W-Wellness and the Prospects.

4.1.3     seek to enhance the reputation of W-Wellness.

4.1.4     make clear to all of the Prospects and generally that it is an introducer of
W-Wellness only;

4.1.5     ensure that, in the event that it has cause to make reference to W-Wellness’s pricing, such reference is accurate and is made to the most recent pricing as communicated to it by W-Wellness.

4.1.6     comply with: (a) all relevant laws, legislation, enactments, regulations, regulatory policies, guidelines and industry codes; and (b) all policies, directions and
instructions of W-Wellness from time to time in place;

4.1.7     maintain all such authorisations and other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection
with this Agreement;

4.1.8     maintain professional membership, registration or authorisation with any regulatory or other industry recognised body governing the Practitioner’s practice in its
profession and not be subject to any conditions or restrictions on its ability to practice in its profession;

4.1.9     at all times use its best endeavours to ensure that it is not subject to any investigation by any professional, regulatory or other industry recognised body
governing the Practitioner’s practice in its profession; and

4.1.10   communicate to W-Wellness all information available to it and relevant to this Agreement.

4.2     During the Term the Practitioner shall not:

4.2.1     hold itself out, or otherwise create the impression that it is authorised to bind
W-wellness in any way nor shall it bind W-wellness or make or enter into any contracts or commitments or incur any liability for or on behalf of W-wellness;

4.2.2     make, receive or accept any secret income, profit or other benefit in connection with this Agreement; nor

4.2.3     do anything which shall harm the reputation of W-Wellness.

5. W-Wellness Obligations

5.1     During the Term W-Wellness shall use its reasonable endeavours to:

5.1.1     supply the Practitioner with sales and marketing materials as W-Wellness sees fit;

5.1.2     act in good faith towards the Practitioner

5.2     W-Wellness may at any time: (a) add or withdraw any Products; or (b) change the price or specification of any Products.

5.3     referred to in this Agreement during the Term and for six years from its termination or expiry.

5.4    W-Wellness may provide the Practitioner with discount codes that the Practitioner can share with Prospects. Any and all discounts used by the clients will reduce the practitioner percentage as outlined in the above.

6. Compliance with laws

6.1     Each of W-Wellness and the Practitioner will comply with all applicable laws relating to the parties’ respective activities under this Agreement, as they
may change from time to time, and will also comply with any conditions in any
applicable licences, registrations, permits, approvals and requirements from
any relevant industry bodies.

6.2     In particular, each of W-Wellness and the Practitioner will:

6.2.1     comply with the Data Protection Terms.

6.2.2     comply with all applicable Laws relating to anti-bribery and anti-corruption, foreign corrupt practices, antiterrorism and anti-slavery laws; and

6.2.3     ensure there are in place and maintained policies and procedures adequate to prevent bribery and corruption, foreign corrupt practices, terrorism, slavery and human trafficking.

7. Limitation of liability

7.1     The extent of the parties’ liability under or in connection with this Agreement
(regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as
set out in this clause 7.

7.2     Subject to clause 7.5, the liability of W-Wellness shall not exceed the total Practitioner revenue Share paid to the Practitioner in the 12 months preceding the event giving rise to the claim.

7.3     Subject to clause 7.5, W-Wellness shall not be liable for any consequential, indirect or special loss.

7.4     Subject to clause 7.5, W-Wellness shall not be liable for any of the following (whether direct or indirect): loss of profit; loss of revenue; loss or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of
commercial opportunity; loss of savings, discount or rebate (whether actual or
anticipated); harm to reputation or loss of goodwill; and wasted expenditure.

7.5     Except as expressly stated in this Agreement, and subject to clause 7.5, all warranties and conditions whether
express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

7.6     Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; any other losses
which cannot be excluded or limited by applicable law.

8. Termination

These Terms & Conditions are in effect until either you or we terminate them. You may
terminate these Terms & Conditions at any time by telling us that you no longer wish to utilise our services or by discontinuing the use of our website.

If in our sole judgement, you fail to comply with any term or provision of these Terms of
service, or we suspect that you have failed to comply, we may terminate this agreement at any time without notice, and you will remain liable for all amounts due up to and including the date of termination; and/or may, as a result, deny you access to our services (or any part thereof).

8.1     On termination or expiry of this Agreement the Practitioner shall return or (at
W-Wellness’s request) destroy any Confidential Information and other property
or materials of W-Wellness then in its possession or control, and certify in
writing to W-Wellness that this has been done.

8.2     On termination or expiry of this Agreement, the Practitioner’s entitlement to the payment of any Practitioner Profit Share due in respect of a Contract concluded
after the effective date of termination will cease.

8.3     Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

8.4     Termination of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination.

9. Confidential Information

9.1     Each party undertakes that it shall not at any time during this Agreement, and for a
period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party (Confidential Information), except as permitted by Clause 9.2.

9.2     Each party may disclose the other party's confidential information:

9.2.1     to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this
agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause; and

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

9.3     No party may use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection
with this Agreement.

10 . Notices

10.1   Any notice given by a party under this Agreement shall (i) be in writing and in English; and (ii) be sent for the attention of the party’s nominated representative named in the Terms Details.

10.2   This
clause does not apply to notices given in legal proceedings or arbitration and all
references to time are to the local time at the place of deemed receipt.

11 . Miscellaneous

11.1   Entire agreement: This Agreement and any documents entered into pursuant to it constitute the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them. Each party acknowledges that it has not entered into this Agreement, or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any
statement in this Agreement.

11.2   Further assurance. Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.

11.3   Variation. No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

11.4   Assignment. The Practitioner may not assign, sub-contract or encumber any right or obligation under this Agreement, in whole or in part, without W-Wellness’s prior written
consent.

11.5   No partnership or agency. The parties are independent contractors and are not partners, principal and agent or employer
and employee and this Agreement does not establish any joint venture, trust,
fiduciary, agency or other relationship between them. None of the parties shall
have, nor shall represent that they have, any authority to make any commitments
on the other party’s behalf.

11.6   Severance. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of
any other provision of this Agreement shall not be affected.

11.7   Waiver. No failure, delay or omission by either party in exercising any right, power or
remedy provided by law or under this Agreement shall operate as a waiver of
that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

11.8   Conflicts within agreement. In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies: (i) the Contract Details; (ii) the Terms and Conditions; (iii) Data Protection Terms.

11.9   Third party rights. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement. Any affiliate of W-Wellness shall have the right to
enforce any of the provisions of this Agreement.

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

11.11 Jurisdiction. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in
connection with, this Agreement, its subject matter or formation.

12. Optional Tools

We may offer you access to third-party tools over which we have no control or input.

You understand and agree that we provide such tools "as is" and "as available," with no warranties, representations, or terms of any kind, and without any endorsement. We accept no liability originating from or related to your use of optional third-party tools.

Any use of optional tools made available through the site is solely at your own risk and
discretion, and you should ensure that you are familiar with and approve of the conditions under which the tools are made available by the relevant third-party
provider(s).

14 : Prohibited Uses

In addition to the other prohibitions stated in the Terms & Conditions, you are not permitted to use the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances; (d) to infringe or violate our intellectual property rights or the intellectual property rights of others; (e) harass, abuse, insult, injure, defame, slander,
disparage, intimidate, or discriminate on the basis of gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) submit false or misleading information; (g) to upload or transmit viruses
or other types of malicious code that will or may be used in any way that will or may be used to affect the functionality or operation of the service or any related website, other websites, or the Internet; (h) to collect or track the personal information of others; I to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent For breaching any of the prohibited uses, we retain the right to suspend your usage of the service or any connected website.