Affiliate Programme Terms & Conditions

TheNEWA –NEWABEAUTY.co.uk, On-Line PartnershipProgramme Operating Agreement

Background:

It is great whenlikeminded people and teams work together, that is what the NEWA–NEWABEAUTY.co.uk, On-Line Partnership Programme is all about.

You will be askin professional, a professional skin clinic or aninfluencerwith an interest in skin and wellbeingwith an engaged following and audience. NEWABEAUTY.co.uk (“Website”)is the home tothe fantasticNEWA range (“Brand”) and is a place whereconsumers canbe informed andpurchaseproducts from the range.The goal of theprogramme is to work togetherso you can:

Provide yourAudience with added-valueinformation relating to [the brand]
Encourage your Audiencetovisit [website domain]
Derivea fee from purchases made as a result of such visits.

ThisOn-line Partnership ProgrammeOperating Agreement (“Agreement”) contains the terms and conditions that govern your participation in theOn-line Partnership Programme with theNEWA– NEWABEAUTY.co.uk (the “Programme”).

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAMME FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.

1.Definitions

“On-line Partner” meansaskin professional, a professional skin clinic or an influencer working as an individual or abusiness entity with anAudience that can generate traffic to theWebsite.

“Partner Link” means thelinksand any codesprovidedby the Companyto theOn-line Partner from time to timeand that theOn-line Partner uses and promotesso that traffictheydirectto the Website can betracked as a Session that can be attributed to theOn-line Partner.

“On-line Partner Fee” means thesum of the Qualifying Purchase Feesin any given calendar month. The On-line Partner Fee can also include otherfeesrelating to special offers or servicesas agreed between theOn-line Partner and the Company from time to time.

“Audience” means theOn-line Partner’sengaged followers’and / or visitors to their social mediaaccountsand their owned websites / blogs.

“Branding”means the Brand and the Website

“Cloud Services” means thesoftware as a service andthe related services whichare provided on the goaffpro.com affiliate managementplatform that the Company uses tomanageand tooperatethis Agreement.Access to theCloud Services by theOn-line Partner will be by anOn-line Partner specific log-in.Goaffpro.com are the property ofOxybit Enterprises Pvt Ltd a company duly establishedunder the India companies act.

“Cloud Services Information” includes but is not limited tothe information, materials,content, and management services providedfrom time to timevia the Cloud Services or other means and thatcan include but are not limited to; thelist ofProducts, the Percentages that apply to any given Product,On-line Partner Codes or Links,Product images,Productvideos,Productbanners, suggestedProductcopy, theOn-line Partner Fees, Qualifying Purchases.

“Collaboration” means our work together under this Agreement and any work under anyother agreement related toNEWA– NEWABEAUTY.co.uk that predates this Agreement.

“Company” or “Us” or “Our” means Ferndale Pharmaceuticals Ltd, also trading as AesthetiCare,with registered addressUnit 740 Thorp Arch Estate,Wetherby,LS23 7FX,West Yorkshire, UK and companyno: 04720051. The owner and operator of the NEWA– NEWABEAUTY.co.uk.

“Percentage(s)” means thepercentage stated, from time to time in the Cloud Services Information, that is used for the calculation of the Qualifying Purchase Feefor any given Product or Products

“Product or Products” meansa product or products listed and sold from time to time on the Website andwhichare also included, from time to time, in the Cloud ServicesInformation available to theOn-line Partner.

“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions on Search Engines that relates to the Branding. “Proprietary Term” means keywords, search terms, or other identifiers that includethe words or any other trademarkrelating to the Branding, or variations or misspellings of any of those words. “Redirecting Link” means a link that sends users indirectly to theWebsite via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

“Purchase” means when a customerplaces a Product or Products into the Website shopping cart and completes the order for the Product or Products.

“QualifyingPurchase(s)” meanswhen, as a result of a Session, a customermakes a Purchase.

“Qualifying Purchase Fee” means thefee due to theOn-line Partner as a result of a Qualifying Purchase. It iscalculated bymultiplying the purchase value excluding VAT,of each Product in any Qualifying Purchase by the Percentage attributable to thatProduct. The amounts for eachProductareadded together and any additional delivery charges or refundcredits are subtractedto calculatethetotalQualifying Purchase Fee for each Qualifying Purchase.

“Session” meansthe time from whena customervisit’s the Website throughor using yourPartnerLink(s) (“First Visit”)and ends upon the first to occur of the following: the customercompletes aQualifying Purchase for a Product or Productsor the time period from the time of the First Visit exceeds90 days.

“Sites” means your social media accounts, websites and blogs owned andoperated by You or on Your behalf.

“You”, “Your” or “Partner” means you asanOn-line Partner workingwiththe Company under the terms of thisAgreement

2. Description of the Processes and Payments

The Partner will feature and create awareness,on a non-exclusive basis, the Product(s) to their Audience. The Partner will utilise the assetsprovided from time to time in the Cloud Services to achieve this.The Partner will encourage their Audience to visit the Website and or specific pages of the Website toinitiate aSession.The Partner should not undertake Prohibited Paid Search Placementor use Redirecting links as partof their activity

The Company provides to the partner for the term of this agreement a limited, revocable, non-exclusive, non-transferable, royalty-free license to use this information and content.

The Company will calculate theOn-line Partner Fee due to a Partner in any given monthand will pay the On-line Partner Feewithin 15 working days of the end of each month.Information relating to theOn-line Partner Fee will be available to theOn-line Partner in the Cloud Services Information.The Company willpay theOn-line Partner Fee against a self-billing invoice issued andprocessedinternally by the Companyon behalf of the Partner for the fees due. If the Partner hasadvised that they are VAT registered, theself-billinginvoice will be a VAT invoice.

The Partner agrees to the Companyprocessing self-billing invoices on behalf of the Partner for theOn-line Partner Fees due. The Partner agrees that they will advise the Company if their VAT status changes so that invoicesand paymentsare notprocessedincorrectly.
If theOn-line Partner is not a UK resident and cannot be paid by a self-billing invoice they will contact the Company and an alternative payment mechanism will be agreedin writing (by email)between the parties.

3. Neither party will do anything to bring the other party or the Product(s) into disrepute.

4. Enrolment

If you are already workingwith the Company in anaffiliatetype collaboration withthe Brandand the Website this Agreement will supersede and take precedence overprevious agreements in relation toany affiliate type ofactivity relating tothe Brand and the Website. To assist You we will havepreloadedrelevant pre-existing information relating to ourCollaboration in the Cloud Services.You willkeep the Company up to datewith respect to any information relating tothe operation of this Agreement, including your email address and other contact information and identification of your social media accounts and website / blog. We may send notifications (if any), approvals (if any), and other communications relating to the Programme and this Agreement to the email address then-currently associated with your Programme account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current and you have not notified us of the change.

If you area new potentialOn-line Partner youmay be required to submit a complete and accurate Programme application.As part of the enrolment process we will need to identify your social mediaaccounts andYour Sites as part of Your application. We will evaluate your application and notify you of its acceptance or rejection.For the avoidance of doubt the acceptance or rejection of an application is at the sole discretion of the Company.UnsuitableSitescan beabasis of rejection,unsuitable Sites include those that:

(a) promote or contain sexually explicit materials;

(b) promote violence or contain violent materials;

(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;

(e) promote or undertake illegal activities;

(f) violates intellectual property rights.

If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Agreement at any time in our sole discretion.

5. Term and Termination

The term of this Agreementwill begin uponOur acceptance ofyour Programme applicationand can be terminated by either party at any time, with or without causeby giving the other party written notice (including by email)of termination.Upon termination the Partner agrees to stop use of all materials, content, information relating to this agreement.

If the Company is no longer able to supply a Product to the Customer for whatever reason the obligations of the Company to the Partner under the terms of this agreement with respect to that Product will be considered to have terminated.

The termination of the agreement does not affect either party’s rights including the right of the Partner to be paid their fees in accordance withAgreement.

Other than as set out in thisAgreement, neither party has any further obligation to the other under this agreement after its termination.

6. Confidentiality andIdentifyingYourself as anOn-line Partner

The details of this agreementare confidential, and each party will only use confidential information to perform its obligations under this agreement and will not cause or allow confidential information to be disclosed.You will not issue any press release or make any other public communication with respect to this Agreement, your use of theCloud ServicesInformation, or your participation in the Programme unless agreed otherwise in writing. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

You must, however, clearly state on yourSites that You are a participant inthis On-line Partner Programme,and be transparent that the programme is designed to provide a means forOn-line Partners to earn fees bypromoting and linking to theWebsite

7. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement orourworking relationship will create anypartnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respectiveOn-line Partners. You will have no authority to make or accept any offers or representations on our or ourOn-line Partners’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.

8. Limitationof Liability

Neither the Partner or the Company will be liable to the other party under the agreement, except where required by law, for any:

Special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;

Loss or corruption of any data, information, database or software;
Loss of profits;
Loss of business;
Depletion of goodwill and/or similar losses
Loss of anticipated earnings

9. Governing Law

This Agreement shall be governed by English Law. The parties agree to submit to the exclusive jurisdiction of the English Courts.