Please read the full text of this Distributor Programme Agreement below and print for your records.

Then to show your acceptance of the Terms & Conditions of this Agreement between us, please submit the form with your digital signature here.

This is an Agreement between Energy for Health Ltd (‘EfH’, ‘we’ and ‘us’) of 18A Atlantic Road, Weston-super-Mare BS23 7DQ, England, UK and You (the Distributor, or ‘you’) under which the Distributor agrees to promote and purchase for retail sale the products offered by EfH from time to time within the territory of your established business location on a non-exclusive basis.

EfH agrees to sell its products to the Distributor and to customers referred to EfH by the Distributor in accordance with the Distributor Programmes detailed below, as modified from time to time, upon receipt of properly completed purchase orders accepted by an authorised officer of EfH or its properly appointed agents for such purpose and if payment of the full purchase price is made to EfH or its nominee. The Distributor agrees to participate in any or all of the three Distributor Programmes detailed hereinafter as a distributor and as an order taker.

1. Methods of selling. There are three methods by which you can sell EfH products:

• the Distributor Wholesale Programme allows you to purchase stock from us at the discounted prices offered by us to appointed distributors, and for you then to sell directly to your customers at prices determined by you, but never in excess of the Recommended Retail Price advertised by us from time to time;
• the Distributor Fulfilment Programme allows you to purchase stock from us at the discounted prices offered by us to appointed distributors and to appoint us as your warehousing agents to hold on your behalf the products ordered by you as stock at our fulfilment warehouse or any other warehousing agent appointed by us to act in this way (hereinafter referred to simply as (‘The Fulfilment Warehouse’) for subsequent processing by us and despatch by The Fulfilment Warehouse directly to your customers at prices determined by you, but again never in excess of the Recommended Retail Price advertised by us from time to time;
• as an adjunct to the Distributor Wholesale and Fulfilment Programmes, the Customer Referral Programme allows you to place orders or give your customers the means to place orders to our in-house Sales Team for processing single item purchases for despatch by us directly to any of your customers.
• You may also under the Distributor Fulfilment Programme place orders on behalf of your customers through us, giving their address for delivery by The Fulfilment Warehouse directly to the customer who placed the order.

2. Distributor Candidate Referral Programme. On referring to EfH a candidate for the Distributor Programmes who EfH subsequently appoints as a Distributor, EfH agrees to pay you a monthly bonus commission at the currently published bonus commission rate based on the total monthly sales achieved by that candidate distributor for a period of twenty four months from the date of his/her appointment.
3. Conditions of appointment. As an appointed EfH distributor, whether operating under the Distributor Fulfilment Programme, the Distributor Wholesale Programme, or the Customer Referral Programme, you shall be authorised solely to offer EfH products to your own customers strictly within the conditions laid down in this Agreement, and shall in no case hold yourself out to represent EfH as its agent in any capacity. You are not authorised to accept orders or to incur any obligation, commitment or liability on behalf of EfH. You acknowledge your full responsibility for undertaking your own independent business in selling EfH’s products and/or referring distributor candidates and customers to EfH, and that this Agreement does not constitute a contract for employment, partnership, agency or joint venture with EfH. Any expenses incurred in connection with your independent business activities under this Agreement shall be borne by you, and you hereby indemnify EfH against all claims, damages, liabilities and costs arising from such activities, except in relation to the quality of our products. You shall not sell or supply nor canvass for sale or supply nor advertise or promote any products which directly compete with EFH’s main products without first obtaining our express written consent. For this purpose our ‘main products’ are products such as the FlexxiCore and Surge of Chi products for which we hold exclusive rights.
4. Freedom of operation. You are not obliged to fulfill any specific hours of service or to achieve any specific levels of sales, and can operate in the way you choose so long as it conforms to the conditions of this Agreement and complies with all applicable laws of the UK and any other territory in which you are given specific authority by us to operate. You may delegate sales or administrative duties to employees of your own but must keep records of all duties performed by such employees in regard to promoting EfH and its products. You may not delegate any duties related to EfH to business partners, whether individuals or corporate, without first obtaining our express written consent, and must keep records of all duties assigned to such partners. All records relating to EfH shall be open to inspection by EfH on request at any reasonable time. Under the Distributor Fulfilment Programme, EfH’s distributors may request us to handle the two functions of processing and holding stock and accepting credit/debit card payments from customers of the distributor as the agent of said distributor. At your discretion you may utilise these additional services under the Distributor Fulfilment Programme but are not obliged to do so.
5. Promotional activities. EfH has a national advertising and PR strategy to promote our products to the public in an accurate and consistent way. The products supplied to you by EfH shall not be relabelled or repackaged in any way without our express written consent, nor shall they be advertised for sale outside the UK without our express written consent. You agree to use only the materials published by EfH when promoting us and our products, and agree not to describe the products or make any claims, warranties or disclosures in respect of them by reference to any published materials other than the materials published by EfH. No claims, statements, representations, warranties or disclosures that are not included in the materials published by EfH shall be made in promoting us when recruiting candidate distributors. Any additional materials that you wish to publish in print or on your website must first be approved in writing by EfH before use or publication.
6. Wholesale Discounts. EfH agrees to sell its products to you at the discounted prices offered by us in accordance with our Wholesale Price Schedules under the Distributor Programmes, which may be varied by us from time to time at our own absolute discretion. We will normally give one month’s notice of any changes, but cannot guarantee this, nor our ability to supply stock at a particular price within a particular time limit. It is therefore in your commercial interest to order stock in advance so that you can supply direct to your own customers at prices which reflect the original and known cost to you.
7. Commissions. Under the Customer Referral Programme we will pay you a referral fee (the "Commission") at the rate set out in the Commission Notice given to you at the time of your appointment as Distributor based on the Net Sales amount paid to us by customers referred by you, excluding amounts collected by us for VAT and other taxes, duties, shipping, handling, packaging and similar charges ("Net Sales"). The Commission percentage is subject to change at any time or from time to time, at our sole and absolute discretion, upon giving you Notice in writing of at least 7 days’ duration. You are hereby notified that the Commission rate for all or individual products can also be changed at any time pursuant to the provisions of Clause 15 of this Agreement (see below). Commission will not be paid for amounts not collected due to credit card fraud, bad debts and credits for returned goods. Only sales of products that are processed by us, shipped to a customer and for which we have received full payment will qualify for a commission. Commissions will not be paid on sales that are made as a result of our own promotions and advertising campaigns unless the customer specifically makes the order through you, or by quoting your Distributor ID code at the time of placing the order.
8. Payment of Commission. We will pay you Commission on a monthly basis in accordance with the schedule of rates given to you at the time of your appointment as a Distributor; these rates may be varied at any time pursuant to the provisions of Clause 15 of this Agreement (see below). Within approximately 10 days following the end of each month, we will send you a cheque or remittance for the Commission earned on products that we shipped to your customers during the 60-day period before the end of that month, less any taxes that we are required by law to withhold. This delay in payment of commission is to allow for our 60-days return policy, so that we can avoid complications for you and us when customers return an item purchased for a refund within the 60-day period. You must supply us with an invoice for the commission due to you or, if you are self-employed, sign a commission statement detailing the related sales and commission earned. Payments will only be made so long as you remain a Distributor according to the terms of this contract. Any bonus commissions due to you under the Distributor Candidate Referral Programme will be paid to you at the same time as Commission. If the total of all commissions payable to you for any month is less than £20.00 (the "Commission Payment Floor"), we will withhold those commissions until the total amount due is at least equal to the Commission Payment Floor. If a product that generated Commission is subject to a later refund or non-payment for any reason, we will deduct the corresponding commission from your next monthly payment. If there is no subsequent payment to you, we will send you a bill for the amount of the commission paid to you in respect of the aborted sale, which bill must be paid within 7 days of receipt. The Commission Payment Floor is subject to change at any time, or from time to time, at our sole and absolute discretion. You will be notified of any change in the Commission Payment Floor, pursuant to the provisions of Clause 9 of this Distributor Programme Agreement.
9. 9. Policies and Pricing.

Customers who buy EfH products direct after being referred to us by you through the Customer Referral Programme will be deemed to be customers of EfH and the Terms and Conditions of business, policies, and operating procedures of EfH concerning customer orders, customer service and sales will apply to those customers. We encourage you to inform us of the contact details of all customers who buy products directly from you under the Distributor Wholesale Programme so that we can inform them of special offers and send other promotional materials from time to time. The order forms sent out with such offers will include your Distributor ID code as the source code. If any such customers subsequently order products directly from us, we will pay you Commission on such sales at the commission rate payable to you at that time under the Customer Referral Programme.

EfH products, prices and availability may vary from time to time. Because price changes may affect items that you have listed as being available, for example on your own website, you are not permitted to include price information in your published information. An exception will be if you include price information directly from our website in your web page on a real-time basis, an option that we may offer at our discretion or cancel at any time.

We will use reasonable efforts to present accurate information, but we do not guarantee the availability or price of any particular product nor do we guarantee the accuracy of descriptions, images or other representations associated with our products in printed materials or on our website.

We will make all reasonable efforts to fulfil orders promptly upon receipt of payment subject to stock availability. We reserve the right to substitute goods of equivalent or higher value and as near as possible in specification to the original item ordered if for any reason identical goods are not available.

We reserve the right to change our product range, specifications, prices and the details of our Distributor Programmes at any time. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for EfH products sold direct to customers referred by you under the Customer Referral Programme in accordance with our own pricing policies that are current at the time the order is placed.

Upon being requested by you to take back any stock previously purchased from us under the Distributor Fulfilment Programme and stored on your behalf at the Fulfilment Warehouse, we will arrange for return of the goods and will repay you the amount originally paid by you after deduction of all storage and other incidental costs due and a 15% administration charge.

10. Non-Exclusive Limited License and Use of EfH Logos and Trademarks. We grant you a non-exclusive, non-transferable, revocable right to (i) access our website through links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links and/or when we convey to you on request the relevant associated graphics files for your use with additional print materials designed by you, to use our logos, trade names, trademarks and similar identifying material (collectively "Licensed Materials"), solely for the purpose of selling EfH products by means of your approved print materials or via your website through your link with our website. You may not alter, modify or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent you are a member, in good standing, of the Distributor Programme.

You shall not make any use of any Licensed Materials without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Licensed Materials for purposes other than selling EfH products without obtaining our prior written consent. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays EfH or its products in a negative light. We reserve all of our rights in the Licensed Materials, and all other intellectual property rights. We may revoke your license at any time by giving you notice in accordance with the provisions of Clause 14 of this Distributor Programme Agreement. You shall obtain no continuing rights in and to the Licensed Materials.

You shall not create, publish, distribute or permit any written material that makes reference to EfH or its products without first submitting such material to us and receiving our written consent. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

11. Use of other Proprietary Images. All images, trademarks, service marks, product names, company names or logos appearing on the EfH Web website, other than the Licensed Materials owned by EfH and its owners, are the property of their respective owners. Any use of such images, trademarks, service marks, product names, company names or logos, including the reproduction, modification, distribution or republication of same, without the prior written permission of the owner of same, is subject to the restrictions of the owner of same. If you use any Proprietary Image you agree to indemnify and hold us harmless, in accordance with the provisions of Clause 21 of this Distributor Programme Agreement, from all claims, damages, and expenses (including, without limitation, solicitors' fees and expert witness fees) in connection with your use of a Proprietary Image. We disclaim all liability for such matters.

You shall not make any use of the Proprietary Images for purposes other than selling EfH products. You agree not to use the Proprietary Images in any manner that is disparaging or that otherwise portrays the owner in a negative light. We reserve all of our rights in the Proprietary Images, and all other intellectual property rights. We may revoke your license at any time by giving you notice in accordance with the provisions of Clause 14 of this Distributor Programme Agreement. You shall obtain no rights in and to the Proprietary Images. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

12. Non-Exclusive Limited License and Use of Distributor’s Logos and Trademarks. You grant us a non-exclusive license to utilise your names, titles and logos and trademarks (collectively the "Distributor Trademarks") to advertise, market, promote and publicize in any manner our products hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of such Distributor Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
13. 13. Responsibility for Your Associated Website (if any). You will be solely responsible for the development, operation and maintenance of any website (“Your Associated Website”) that you launch to publicise EfH products, and for all materials that appear on your associated We shall have no responsibility for the development, operation and maintenance of your associated website or for the materials that appear on your associated website. You shall also be responsible for ensuring that materials posted on your associated website do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your associated website are not libellous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. We disclaim all liability for such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, solicitors' fees and expert witness fees) relating to the development, operation, maintenance, and contents of your associated website.
14. Term of the Agreement. The term of this Agreement will begin upon our acceptance of your Distributor Programme Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for us to terminate this Agreement.

If this Agreement is terminated because you have breached any of the terms of this Agreement or if this Agreement is terminated because your associated website contravenes the content restrictions set forth in Clause 13, you are not eligible to receive any commissions, even for commissions earned prior to the date of termination, unless we determine at our discretion that they will be paid.

If this Agreement is terminated for any other reason, you are only eligible to earn commissions on sales and referrals occurring during the term of the Agreement, and commissions earned up to the date of termination will remain payable only if the related orders remain valid, that is, are not cancelled or returned or remain unpaid. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Where this Agreement is terminated for any reason other than breach of any of the terms of this Agreement we will continue to honour for the remainder of the requisite twenty four months the payment of bonus commissions due to you arising from referrals under the Distributor Candidate Referral Programme made by you prior to termination, and also to pay for a period of twenty four months from termination any Commission due on sales to your customers during such twenty four months where you have submitted the relevant contact details to us.

On termination you shall send to us full and complete details (including name, address and products purchased) of all customers you have sold to, referred to us or otherwise had dealings with and you shall not retain copies of such details except for the purpose of checking payments of commission due to you.

15. Modification. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole and absolute discretion. Notice of any change by e-mail, to your address on our records, or the posting on our website of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Distributor Programme rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Distributor Programme, following our posting of a change notice or new agreement on our website, will constitute binding acceptance of the change.
16. Relationship of Parties. You and EfH are independent parties, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether in your published print materials or on your associated website or otherwise, that would be reasonably construed to contradict anything in this Section. You will account for all taxes and duties required by law, including payment of income tax, VAT, National Insurance and the proper keeping of all relevant records to ensure proper assessment of such taxes and duties.
17. Limitation of Liability. We will not be liable for indirect, special, or consequential losses or damages, or any loss of revenue, profits or data, arising in connection with this Agreement or the Distributor Programme, even if we have been advised of the possibility of such damages. Our aggregate liability arising with respect to this Agreement and the Distributor Programme will not in any case exceed the total amount of commissions paid or payable to you under this Agreement in the preceding 6 months or since the commencement of this Agreement (whichever is the lesser).

Nothing in this Agreement shall limit liability in respect of personal injury or death caused by our negligence.

18. 18. Disclaimers. We make no express or implied warranties or representations with respect to the Distributor Programme or any Products or other items sold through the Distributor Programme (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our website or order processing will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
19. 19. Representations and Warranties. You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgement or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.
20. 20. Confidentiality. We may disclose to you certain information as a result of your participation in the Distributor Programme, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, website, business and financial information relating to EfH, customer and vendor lists relating to EfH, pricing and sales information for EfH and any members of the Distributor Programme other than you, and any modifications to the terms and provisions of this Distributor Programme Agreement made specifically for your individual business and/or your associated website and not generally available to other members of the Distributor Programme. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes other than as an EfH Distributor, or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information. You agree that monetary damages will not fully compensate us for damages caused by release of Confidential Information, and agree to submit to entry of a permanent or temporary injunction forbidding the release of such Confidential Information.

Your Privacy is respected by EfH and subject to the preceding paragraph any sensitive personal or commercial information you provide to us will be kept confidential and will be used for our records only and no personal or financial information you give us will be shared with any other parties without your consent.

21. Indemnification. You hereby agree to indemnify, defend and hold harmless EfH and its shareholders, officers, directors, employees, agents, affiliates, other distributors, successors and assignees from and against any and all claims, losses, liabilities, damages or expenses (including solicitors' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Distributor Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; (iii) any claim related to your associated website; (iv) any breach of this Agreement by you; or (v) any breach of contract, tort or misrepresentation by you in respect of the sale of products by you or in respect of a referral by you.
22. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE DISTRIBUTOR PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
23. Miscellaneous 23.1. This Agreement will be governed by the laws of the United Kingdom. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assignees. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. No term of this contract is waived unless that waiver is executed in a written amendment to the contract signed by both parties. This contract operates solely between EfH and you, the Distributor, and is not intended to accrue to the benefit of any third party. The terms of this Distributor agreement are unique to the parties of this agreement and will not be altered should EfH enter into differently constructed Distributor agreements with other parties at any time.

23.2.In the event that EfH is required to repurchase products held on your behalf under the Distributor Support Programme Agreement (currently clause 2.9) you shall indemnify EfH against all losses, claims, costs damages and other liabilities (including loss of profit) arising as a result of such repurchase.

23.3. EfH shall not be liable for any claims, costs, damages and other losses suffered by you to the extent resulting from any failure on the part of EfH, its servants or agents caused by or directly or indirectly due to war, act of God, act of any government or other competent authority, civil unrest, embargo, computer system failure, storm, fire, accident, industrial action including strikes and lockouts, illness, prevention from or hindrance in raw materials, energy or other supplies, or any other similar cause or matter beyond the reasonable control of EfH.

23.4. It is hereby agreed and acknowledged that, save as expressly provided, the terms of this Agreement are not intended to be and shall not be enforceable by any person who is not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party that exists or is available apart from such Act.

24. Protection of Goodwill: The Distributor hereby covenants with EFH that, if this Agreement is terminated because you have breached any of the terms of this Agreement, you will not:

• during the period of 24 months following the date on which this Agreement is terminated (“the Termination Date”) be involved or directly or indirectly carry on or assist in the carrying on of any sales, marketing or related business in competition with EFH;
• during the period of 24 months following the Termination Date canvas, solicit or endeavour to entice away from EFH any person who at any time during the period of 12 months prior to the Termination Date has been a customer of EFH and with whom the Distributor had dealings;
• during the period of 24 months following the Termination Date employ, offer employment to, join in partnership, enter into business with or endeavour to entice away from the employment of or engagement as a Distributor by EFH any person who at any time during the period of 6 months prior to the Termination Date has been an employee or Distributor of EFH;
• at any time in connection with any business carried on by them use any of the names or words Energy for Health, EfH or any names or words similar to or likely to be confused with them, or any of the Trademarks or product names used by EfH or any names or words similar to or likely to be confused with them.