Partner terms and conditions

1. INTERPRETATION

1.1 Definitions:

Agreement	the agreement between the Partner and Omnos concerning the promotion of the Services in accordance with these Conditions.
Affiliate Partner	an individual who introduces Users to the Platform via a Partner Link and is able to access information about Client Users only to the extent required to verify the Commission payable.
Application Form	the online form submitted to Omnos available at www.omnos.me
Business Day	a day other than a Saturday, Sunday or public holiday in Scotland when banks in Edinburgh are open for business.
Clients	means the group of individuals to whom the Partner provides (whether in a group or on a one to one basis) advice, classes or training in the health and wellness sector.
Client User	is any User of the Services connected to a Partner by using the Partner Link.
Client User Account	means the individual account for use of the Services for a Client User.
Conditions	these terms and conditions.
Dashboard	is the area on the Platform where a Partner can invite Client Users and can view the details relating to the Client User
Expert Partner	is a qualified health practitioner approved by Omnos to be able to give advice and consultations to Users through the Platform.
Expert Fee	a percentage of all income derived from the Relevant Contract, as further described in clause 6.
Expert User	is an individual on the Platform who has consented for the Expert Partner to view their Health Data
Health Data	means the data on the health and wellness of a Client User as recorded on his/her Client User Account through use of the Services
Net Income	the payments made to Omnos for Products less any value added tax or other sales tax on them and any discounts or rebates granted by Omnos.
Partner	means the person or company accepted as a partner by omnos, as detailed on the Application Form.
Partner Link	means the unique link provided to the Partner which connects the Partner to a User.
Platform	Omnos's wellness platform accessed via the Website.
Practitioner Partner	is an individual with qualifications in the health, wellness or fitness industry.
Practitioner User	is an individual who has consented for the Practitioner to view their Health Data
Products	means the wellness tests, supplements and other health products as Omnos makes available to Users to purchase at full price on the Platform as part of the Services.
Relevant Contract	has the meaning set out in Clause 6.1
Services	the Services available through the Platform and provided by Omnos.
User	an individual who is registered to use the Services
Website	means omnos.me or such other website as Omnos may use to provide the Services via the Platform.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. 1.1 A reference to writing or written includes e-mail but not fax. 1.4 Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020.

2. basis of contract

2.1 The Application Form constitutes an offer by the Partner to promote the Services to potential Users in accordance with these Conditions. 2.2 The offer shall only be deemed to be accepted by Omnos issuing written acceptance of the Application Form via email. 2.3 These Conditions shall apply to and be incorporated in the Agreement; apply to the exclusion of any other terms that the Partner seeks to impose or incorporate; and prevail over any inconsistent terms which are implied bylaw, trade custom, practice or course of dealing.

3. promotion

3.1 Omnos appoints the Partner on a non-exclusive basis to promote the Services to potential Users. 3.2 The Partner shall use reasonable endeavours to promote the Services to potential Users in accordance with the terms of this agreement. 3.3 Omnos will provide the Partner with a Partner Link for use in promoting the Services, which will enable the Partner to earn a Commission (as defined below).

4. commission

4.1 The Partner shall be entitled to a Commission on the purchases of Products made by Client Users as follows: 4.1.1 The amount of commission payable shall be at the rate of 10% of Net Income received for each purchase of the Product(s) during the term of this Agreement ("Commission"). The Commission rate may be varied from time to time by Omnos but giving at least 30 days' notice toPartners. 4.1.2 A User may have more than one Partner but in respect of Commission, the Commission will only be paid to the Partner who initially introduces the User to the Platform or who the User nominates as the Partner to receive the Commission.A Client User may switch its Partner at any time by request, at which point, Commission will switch to the new Partner. 4.1.3 Omnos shall make available to the Partner, via the Partner Dashboard: 4.1.3(a) the date theUser purchased the Products; 4.1.3(b) the amount of the payments due under the purchase; and 4.1.3(c) the dates on which payments for such Products are payable, no later than 10 Business Days after purchase by the Client User. 4.2 All Commission payable pursuant to clause 4.1 shall be due to the Partner within 10 days of the end of the month in which Omnos received the corresponding payment for Products. If Omnos receives payment in instalments, then Commission shall be calculated and paid on such instalments as they are received by Omnos. 4.3 Commission shall be payable to the Partner in pounds sterling. 4.4 All sums payable under this agreement are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question. 4.5 If Omnos fails to make any payment due to the Partner under this agreement by the due date for payment, then Omnos shall pay interest on the overdue amount at the rate of 1% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Omnos shall pay the interest together with the overdue amount. 4.6 If any dispute arises as to the amount of Commission payable by Omnos to the Partner, the same shall be referred to Omnos's auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.

5. INFORMATION PROVIDED BY PARTNERS

5.1 Practitioner Partners and Expert Partners shall respectively be required to supply proof of their qualification(s) to Omnos upon application. Omnos will solely determine whether such qualification is sufficient to qualify the Partner as a Practitioner Partner or Expert Partner. Subject to the Practitioner Partner having expertise in a certain area or sector, Omnos will not recommend an Expert Partner to provide consultation in that same area or sector. 5.2 Subject always to the explicit consent of each applicable User, Omnos shall grant access to the Health Data of such User stored in the Platform to Practitioner Partners and Expert Partners to assist them in advising their Clients. 5.3 In addition to the foregoing, an Expert Partner will also be eligible for recommendation by Omnos for consultations via phone, in person or online with Users. Such consultations shall be paid through Omnos or directly. Omnos shall be entitled to Expert Fees as further described in Clause 6. 5.4 Omnos shall use commercially reasonable endeavours to ensure the Platform incorporates the Expert Partners on its Platform so that Users have access to their information. All Expert Partners will be prioritised in accordance with their location and geography of the User, costs and external ratings, at the discretion of Omnos.

6. EXPERT PARTNER INCOME

6.1 Where Omnos recommends an Expert Partner to a User who was not invited by that Expert Partner, and the User enters into a contract to receive services from that Expert Partner ("Relevant Contract") then the Expert Partner shall pay to Omnos an Expert Fee. 6.2 The Expert Fee shall be at the rate of 10% of all income (or as otherwise agreed by the parties) received under each Relevant Contract (as it may be renewed, extended or amended) during a period of 2 years from its commencement date. If the Expert Partner receives payment in instalments, then fees shall be calculated and paid on such instalments as they are received by the Expert Partner. 6.3 The Expert Partner shall promptly inform Omnos of the following: 6.3.1 the date it enters into a Relevant Contract; 6.3.2 the amount of income it expects to receive under it; and 6.3.3 the dates the Expert Fees are Payable, no later than 10 Business Days after the Relevant Contract has been entered into. 6.4 The Expert Fee shall be payable within 30 days of the Relevant Contract being entered into. 6.5 The Expert Fee shall be payable to Omnos in pounds sterling. 6.6 All sums payable under this agreement are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question. 6.7 If the Expert Partner fails to make any payment due to Omnos under this agreement by the due date for payment, then the Expert shall pay interest on the overdue amount at the rate of 1% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Expert shall pay the interest together with the overdue amount. 6.8 If any dispute arises as to the amount of the Expert Fee payable by the Expert Partner to Omnos, the same shall be referred to Omnos's auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.

7. Obligations on Partner

7.1 The Partner shall serve Omnos faithfully and diligently and not to allow its interests to conflict with its duties under this agreement; 7.2 The Partner shall comply with all reasonable and lawful instructions of Omnos. 7.3 Limited scope of authority. 7.3.1 The Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind Omnos in any way, and shall not do any act which might reasonably create the impression that the Partner is so authorised. 7.3.2 The Partner shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Omnos, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with Prospective Clients. 7.4 The Partner shall not, without the prior written consent of Omnos, during the term of this agreement perform duties similar to making Introductions, in the Territory, on behalf of any person who provides Services similar to the Services. 7.5 The Partner must disclose to each potential User it invites that it is merely an introductory agent to Omnos and that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of Omnos. 7.6 The Partner shall not produce any marketing material for Omnos's Services or use Omnos's name, logo or trade marks on any marketing material for the Services without the prior written consent of Omnos. 7.7 The Partner shall not, without Omnos's prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in Omnos's marketing material.

8. Confidentiality

8.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 8.2. 8.2 Each party may disclose the other party's confidential information: 8.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 8; and 8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 8.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement. 8.4 All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Partner from Omnos shall be returned promptly to Omnos on termination of this agreement, and no copies shall be kept, whether digitally or otherwise.

9. Compliance

9.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

10. Anti-bribery

10.1 The Partner shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (Relevant Requirements), including but not limited to the Bribery Act 2010 (BA 2010);

11. data protection

11.1 Definitions 11.1.1 Agreed Purposes: Any personal data that Omnos holds will be for the benefit of the data subject or the Partner to identify ways in which to improve the Data Subject's health, subject always to the data subject's rights. 11.1.2 Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures, binding corporate rules: as set out in the Data Protection Legislation in force at the time. 11.1.3 Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the EU GDPR as incorporated into UK law by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419). 11.1.4 Permitted Recipients: The parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement. 11.1.5 Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: Health Data, Date of Birth, Contact Information (e.g. name, email address), gender. 11.2 The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall: 11.2.1 ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes; 11.2.2 give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns; 11.2.3 process the Shared Personal Data only for the Agreed Purposes; 11.2.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients; 11.2.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement; 11.2.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. 11.2.7 not transfer any personal data received from the Data Discloser outside the EEA unless the transferor: 11.2.7(a) complies with the provisions of Article 26 of the GDPR (in the event the transferee is a joint controller); and 11.2.7(b) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; (iii) binding corporate rules are in place, or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer. 11.3 Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect. 11.4 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall: 11.4.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data; 11.4.2 promptly inform the other party about the receipt of any data subject access request; 11.4.3 provide the other party with reasonable assistance in complying with any data subject access request; 11.4.4 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible; 11.4.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators; 11.4.6 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation; 11.4.7 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data; 11.4.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; 11.4.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and 11.4.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation. 11.5 Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Data Protection Legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

12. limitation of liability

12.1 Nothing in this agreement shall limit or exclude the liability of either party for: 12.1.1 Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable). 12.1.2 Fraud or fraudulent misrepresentation. 12.1.3 Liability under the indemnities contained in 11.5. 12.1.4 Any matter in respect of which it would be unlawful to exclude or restrict liability. 12.2 Subject to clause 12.1 above: 12.2.1 Neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: 12.2.1(a) any loss of profit, sales, revenue, or business; 12.2.1(b) loss of anticipated savings; 12.2.1(c) loss of or damage to goodwill; 12.2.1(d) loss of agreements or contracts; 12.2.1(e) loss of use or corruption of software, data or information; 12.2.1(f) any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or 12.2.1(g) any loss that is an indirect or secondary consequence of any act or omission of the party in question. 12.2.2 The total liability of Omnos to the other party in respect of all other loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100 for the entire term of this agreement. 12.2.3 The liability of Omnos arising in connection with the supply of Services shall be as set out in Omnos's applicable terms and conditions. 12.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

13. commencement and duration

13.1 This agreement shall commence on the date when Omnos has confirmed acceptance of the Partner's offer via email (Commencement Date) and shall continue for a term of one year, unless terminated earlier in accordance with clause 14, or until Omnos provides one months' written notice to terminate for any reason.

14. termination

14.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if: 14.1.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 60 days after being notified in writing to make such payment; 14.1.2 the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; 14.1.3 the other party is insolvent; or 14.1.4 the other party (if an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. 14.2 Omnos may terminate this agreement on notice with immediate effect if the Partner is in material breach of its compliance obligations in clause 9 and clause 10.

15. consequences of termination

15.1 On termination of this agreement, the following clauses shall continue in force: clause 1, clause 8, clause 11 to clause 25 (inclusive). 15.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

16. no partnership or agency

16.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 16.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

17. entire agreement

17.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 17.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. 17.3 Nothing in this clause shall limit or exclude any liability for fraud.

18. variation

18.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. assignment and other dealings

19.1 This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

20. no automatic waiver

20.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 20.2 No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. severance

21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

22. notices

22.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, or email. 22.2 A notice or other communication shall be deemed to have been received: 22.2.1 if delivered personally, when left at the address referred to in clause 22.1; 22.2.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; 22.2.3 if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; 22.2.4 If delivered by email and the sender has not received a transmission error. 22.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23. third party rights

No one other than a party to this agreement shall have any right to enforce any of its terms.

24. governing law

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

25. jurisdiction

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