Strategic Referral Partner Agreement

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This Strategic Referral Partner Agreement (the “Agreement”) is made between:

Optimal Life HQ Ltd, a company incorporated in England and Wales with its registered office at [Registered Address] (the “Company”);

and

the individual or legal entity approved to participate in the Strategic Referral Partner Programme (the “Partner”).

By applying for participation in the Programme, accepting approval, registering as a Partner, or using a Referral Link, the Partner agrees to be legally bound by this Agreement.

1. Definitions and Interpretation
1.1 Definitions

In this Agreement:

“Affiliate Platform” means the tracking and commission management system used by the Company.

“Business Day” means any day other than a Saturday, Sunday or public holiday in England.

“Cookie Period” means the period of one hundred and twenty (120) days following a prospective customer’s first click on the Partner’s Referral Link.

“Eligible Products” means those programmes expressly designated by the Company from time to time as commission eligible.

“Installment Plan” means any staged payment arrangement agreed between the Company and a customer.

“Intellectual Property Rights” means all present and future copyright, trade marks, service marks, business names, design rights, database rights and other proprietary rights.

“Net Sales Revenue” means gross revenue actually received by the Company from a Qualified Sale less:

(a) Value Added Tax or other applicable taxes;
(b) refunds;
(c) chargebacks;
(d) payment processing fees;
(e) discounts or promotional reductions;
(f) fraud related reversals.

“Programme” means the Strategic Referral Partner Programme operated by the Company.

“Qualified Sale” means a completed purchase of an Eligible Product that:

(a) is tracked via the Referral Link within the Cookie Period;
(b) is made by a new customer who has not previously purchased or enrolled in any Company programme;
(c) results in payment successfully received by the Company;
(d) is not refunded, reversed or subject to chargeback.

For the avoidance of doubt, purchases by existing students, alumni or prior participants do not constitute Qualified Sales.

“Referral Link” means the unique tracking link issued to the Partner.

1.2 Interpretation

Headings do not affect interpretation.
References to legislation include amendments and re enactments.
The word “including” means including without limitation.

2. Appointment and Approval

2.1 Participation is subject to prior written approval by the Company.

2.2 The Company may approve or reject any application at its sole discretion.

2.3 Approval does not create exclusivity or guaranteed referral volume.

2.4 The Company may suspend or terminate participation if it reasonably believes the Partner has breached this Agreement or acted in a manner likely to harm the Company’s commercial or reputational interests.

2.5 The Partner shall not refer themselves, members of their household, or entities under their control.

3. Relationship of the Parties

3.1 The Partner acts as an independent contractor.

3.2 Nothing in this Agreement creates a partnership, employment, agency, joint venture or fiduciary relationship.

3.3 The Partner has no authority to bind the Company.

3.4 The Partner shall not represent themselves as an employee, accredited trainer, authorised representative or decision maker of the Company unless separately contracted in writing.

4. Commission and Payment

4.1 The Partner shall receive commission equal to twenty percent (20%) of Net Sales Revenue arising from Qualified Sales.

4.2 Commission is payable only on payments actually received.

4.3 For Installment Plans, commission is payable only on instalments successfully received.

4.4 Commission becomes payable thirty (30) days following receipt of payment and expiry of the applicable refund period.

4.5 The Company may deduct or offset commission relating to refunds, chargebacks or disputed transactions.

4.6 The minimum payout threshold shall be £100 or equivalent in USD.

4.7 The Company’s tracking and accounting records shall be conclusive absent manifest error.

4.8 No commission accrues in respect of sales occurring after termination.

5. Marketing and Regulatory Compliance

5.1 The Partner shall promote Eligible Products ethically and lawfully.

5.2 The Partner shall comply with:

• Consumer Protection from Unfair Trading Regulations 2008
• CAP Code and Advertising Standards Authority rules
• UK GDPR and Data Protection Act 2018
• Applicable international advertising laws

5.3 The Partner shall not:

(a) make income guarantees;
(b) misrepresent accreditation;
(c) represent programmes as regulated clinical services;
(d) engage in misleading or aggressive practices.

5.4 Paid advertising requires prior written approval.

5.5 The Partner shall clearly disclose referral relationships where required.

6. Intellectual Property

6.1 All Intellectual Property Rights remain vested in the Company.

6.2 The Partner is granted a limited, revocable, non exclusive, non transferable licence to use approved materials solely for Programme purposes.

6.3 Upon termination, all rights granted under this clause shall cease immediately.

7. Confidentiality

The Partner shall keep confidential all non public information relating to the Company’s business, pricing, commission structures, systems and strategy.

This clause survives termination.

8. Indemnity

The Partner shall indemnify and keep indemnified the Company against all claims, losses, liabilities and reasonable legal costs arising from:

(a) breach of this Agreement;
(b) unlawful marketing or misrepresentation;
(c) infringement of third party rights;
(d) violation of applicable law.

9. Limitation of Liability

9.1 Nothing limits liability for death or personal injury caused by negligence or fraud.

9.2 Subject to clause 9.1, the Company’s total liability shall not exceed commission paid in the six months preceding the claim.

9.3 The Company shall not be liable for indirect or consequential loss, including loss of profits or business opportunity.

10. Term and Termination

10.1 Either party may terminate on ten (10) days written notice.

10.2 The Company may terminate immediately for material breach or reputational risk.

10.3 Referral Links shall be disabled upon termination.

10.4 Outstanding commission remains subject to refund and compliance review.

11. Tax Responsibility

The Partner is solely responsible for all tax obligations arising from commission payments.

12. Variation

12.1 The Company may vary this Agreement by providing notice of updated terms.

12.2 Continued participation constitutes acceptance of the revised terms.

13. Assignment

13.1 The Partner may not assign or transfer rights under this Agreement without prior written consent.

13.2 The Company may assign this Agreement in connection with corporate restructuring, merger or sale of assets.

14. Force Majeure

The Company shall not be liable for failure or delay resulting from events beyond its reasonable control including acts of God, government action, internet outage, platform failure or labour dispute.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior communications.

16. Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

17. Severability

If any provision is held invalid, the remaining provisions shall remain in force.

18. Notices

Notices shall be in writing and sent by email or to the registered office address of the Company.

19. Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

20. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.