Supplier Terms

This Agreement governs business suppliers, marketplace sellers, manufacturers and service providers working with Welzo. It covers wholesale purchasing, direct fulfilment, marketplace sales, private label products, repairs, logistics and approved regulated services. The agreed Commercial Terms and accepted Orders identify the arrangement for each Product or service.

Important provisions

Please read clauses 10 to 12 on customer remedies, payment, deductions and reserves; clauses 16 to 18 on indemnities, insurance and the different liability allocations for Welzo and suppliers; and clauses 19 to 23 on suspension, termination, customer relationships and amendments. The supplier has an opportunity to obtain independent advice before acceptance. This Agreement does not reduce customer statutory rights or override mandatory law.

Welzo decides which Products and services to offer and which promotional or account-support activities to provide, subject to express commitments and Applicable Law. There is no listing fee unless expressly agreed in the Commercial Terms. Seller enquiries and complaints may be sent to hello@welzo.com; formal legal notices follow clause 24.4.

1. About this Agreement

1.1 Who we are. This Agreement is between Welzo Ltd, registered in England and Wales under company number 14179158, with its registered office at 833 19 - 21 Crawford Street, London, England, W1H 1PJ ("Welzo", "we", "us", "our"), and the business identified in the accepted Commercial Terms, verified onboarding record or accepted Purchase Order ("you", "your", "Supplier" or "Seller"). Welzo operates Welzo.com. Other group companies and website trading names are not parties or guarantors unless expressly identified in an agreement they accept.

1.2 When it applies. This Agreement binds you when your authorised representative signs it or the incorporating Commercial Terms, affirmatively accepts the identified version electronically after being given a downloadable copy, or accepts and performs an Order which expressly incorporates this identified version after receiving it. The person accepting confirms authority to bind the business. Merely visiting a website or receiving an unsolicited Order does not constitute acceptance. The Agreement takes effect for you on that acceptance date; amendments follow clause 23.

1.3 What makes up the Agreement. In order of priority if anything conflicts:

1. your Commercial Terms: the confidential schedule we agree with you covering your settlement arrangements, any wholesale pricing, payment timing, promotional funding, credit terms, agreed reserves, negotiated concessions and other commercial matters. Commercial Terms form part of this Agreement and are not published. A provision of your Commercial Terms varies this Agreement only where it expressly identifies the clause it varies and has been approved in writing by a Designated Representative of Welzo (clause 24.13);

2. any other Special Terms approved in writing by a Designated Representative of Welzo;

3. the Category Requirements in clause 7 and the Product Restrictions in Schedule B;

4. these clauses 1 to 25, including the mandatory-law safeguards in clauses 19, 23 and 25;

5. Schedules A, C, D, E and F, except that Schedule C governs data processing and Schedule F governs commissioned manufacture where those subjects conflict with a general provision;

6. our Operating Standards: Schedule E and additional operational requirements supplied to you in a durable written form before they apply. They cover listing format, packaging, dispatch, returns, evidence, integrations and service processes. They may supplement but not contradict this Agreement or alter prices, liability or accrued rights. Changes follow clause 23. No unspecified future policy is incorporated merely by a reference to a website.

1.4 Your own terms. Your own terms of business, purchase-order conditions or portal terms do not apply to our relationship, even if we do not expressly reject them.

1.5 Earlier terms. This Agreement replaces earlier seller or supplier terms on the same subject only when the parties validly agree to the replacement, or a lawful existing variation mechanism is followed. It does not retrospectively change accrued obligations or historical transactions. A separately signed private label, exclusivity, referral or supply agreement continues to govern the matters it expressly covers unless expressly replaced. Mandatory law prevails over all documents.

1.6 Term. This Agreement runs from acceptance until ended under clause 19.

2. Definitions

"Applicable Law" means all laws, binding regulatory requirements and enforceable orders applicable to a party, Product, service, transaction or approved destination, including applicable UK and relevant overseas consumer, contract, product safety, food, medicines, medical device, cosmetics, advertising, tax, sanctions, anti-bribery, employment, environmental and data protection law, as amended. Relevant professional standards and the CAP Code also apply where applicable to the activity. Statutory duties and product-marking requirements depend on classification, activity and territory, including differences between Great Britain and Northern Ireland. Non-binding guidance is relevant to the extent required by law, professional standards or expressly agreed Specifications.

"Claim" means any claim, demand, action, investigation, enforcement action, fine, penalty, loss, damage, cost (including legal fees on a full indemnity basis), liability or expense.

"Commercial Terms" has the meaning in clause 1.3.

"Customer" means a person who buys Products through the Marketplace.

"Customer Data" means all data about Customers collected through or in connection with the Marketplace.

"Listing" means the presentation of a Product for sale on the Marketplace, including all Product Information.

"Marketplace" means the Welzo.com website, our apps and APIs, and any other sales channel we operate or use to present Listings.

"Order" means a Customer order for Products placed through the Marketplace.

"Product" means any goods, services, tests or digital content you list, supply or fulfil through or for the Marketplace, including goods you sell to us for resale.

"Product Information" means all information, images, descriptions, ingredient and component lists, claims, warnings, certifications, prices, stock levels, barcodes and other content about a Product that you give us or publish, in any form including upload sheets, feeds and API submissions.

"Purchase Order" means an order we place with you to buy Products from you for resale.

"Regulator" means any UK body with authority over you, the Products or the Marketplace, including the MHRA, the General Pharmaceutical Council, Trading Standards, the Food Standards Agency, the Office for Product Safety and Standards, the Competition and Markets Authority, the Advertising Standards Authority and the Information Commissioner's Office.

"Operating Standards" has the meaning in clause 1.3.

"Specifications" means the Product, manufacturing, packaging, quality, performance, acceptance and service requirements approved in writing for the relevant Product, batch, Order or service. "Welzo Brands" means Welzo, Ultra Purity, Welzo Ultra Purity, LUMENPRO and other names, marks or brands identified by Welzo in writing for the relevant supply. References to Products sold under our name include Products sold under a Welzo Brand.

"Welzo Materials" means the Marketplace, our names and marks, and all content, templates, data, software, scoring and categorisation systems, know-how and improvements that we own or create.

"Working Day" means a day other than a Saturday, Sunday or public holiday in England.

Headings are for convenience only. "Including" means "including without limitation". A reference to legislation includes any amendment or replacement of it. If you are more than one person, your obligations are joint and several.

3. How we work together

3.1 How we work with you. The parties must identify in writing for each Product or range whether you sell directly to Customers, sell to Welzo for resale, manufacture for Welzo or provide specified services, and identify the contracting legal entities, customer-facing seller, invoicing and payment obligations. Direct shipment to a Customer does not itself make you the customer-facing seller: under a wholesale or dropshipping Purchase Order you supply Welzo, which resells in its own name where disclosed. No marketplace listing may take Orders until the direct seller, consumer terms, payment arrangement, commissions and settlement terms have been agreed and accurately disclosed where legally required. Neither this Agreement nor a default label overrides the actual transaction or Applicable Law.

3.2 Our role where you sell directly to Customers. Welzo provides the agreed intermediary services and is not a party to the Customer sale contract where the approved arrangement and customer disclosures establish you as seller. You are responsible for the Product and your Customer obligations. Each party remains responsible for the statutory roles arising from its actual activities, including any retailer, manufacturer, importer, distributor, producer or platform role. Between the parties you reimburse Welzo under clause 16 for attributable defects, non-compliance, supplied information and your acts or omissions. There is no blanket exemption from duties imposed on Welzo by law.

3.3 Payments. Payments must use the lawful payment and settlement arrangement agreed in the Commercial Terms or a separate payment-provider agreement before the relevant sales begin. For direct Seller sales, that arrangement must identify the payment provider and contracting merchants, the party entitled to receive the sale proceeds, settlement route and timing, refund authority, deductions and reserves. Where a provider settles directly to you, Welzo may instruct only those adjustments expressly authorised by you and permitted by that provider. Where Welzo receives money on your behalf, this may occur only under a separately documented lawful arrangement with any required authorisation, registration or properly applicable exclusion; this Agreement does not itself establish one. A Customer payment to the recipient authorised under the agreed arrangement discharges the corresponding amount owed to you, subject to lawful reversal. Welzo purchases for resale are paid under clause 11 and are distinct from receipt of Customer money for another seller. Different lawful payment structures may apply to distinct trading models as recorded in the Commercial Terms. No general agency, fiduciary, partnership or employment relationship is created; limited authorities expressly granted for refunds, tax administration or payments remain subject to law.

3.4 Your role where we buy from you. When we buy and resell your Products, we are the retailer and accept the obligations Applicable Law places on a retailer. You remain the manufacturer, importer or producer of the Products to the extent Applicable Law so provides, and as between you and us you accept full contractual responsibility for their design, manufacture, safety, compliance and labelling. All of your warranties, compliance obligations, indemnities and insurance obligations in this Agreement apply to Products you supply to us exactly as they apply to Products you sell directly to Customers, so that any cost or liability we incur as retailer that is attributable to the Product or to your acts or omissions is reimbursed by you.

3.5 Non-exclusive. Neither of us is exclusive to the other unless your Commercial Terms say so. We may list and sell products that compete with yours, including our own products, and you may sell through other channels, subject to clause 8.

3.6 How the Marketplace is run. Welzo may decide the design, layout, categorisation, search, ranking, promotional placement and channels, subject to the agreed service and Applicable Law. The main ranking parameters, their relative importance, any paid-placement effect, and any differentiated treatment of Welzo or controlled sellers must be disclosed accurately in a durable written Marketplace Disclosure before direct Seller listings are activated and updated under clause 23. Welzo gives no guaranteed traffic, visibility or sales. The disclosure need not reveal protected algorithms or information enabling manipulation, but commercial confidentiality does not excuse a mandatory disclosure.

3.7 Content we create. We may create or edit Listing content, bundle Products, feature Products in campaigns and sell through additional channels. Content we create or materially enhance belongs to us.

3.8 Listing decisions. We may decline, delay or restrict a Listing or Product for commercial, reputational, regulatory, insurance or category-fit reasons. Where we do, we will tell you why (unless a legal obligation prevents it) and you may use our seller complaints process.

3.9 Commercial discretion. Except for commitments we have expressly accepted in writing (including accepted Orders, Purchase Orders and any minimum or exclusivity commitment in your Commercial Terms) and subject to any notice Applicable Law requires, we have no obligation to list, purchase, advertise, feature, promote, renew, continue or maintain any Product, category, range, channel, storefront, integration or feature, and may decide which of them to offer, continue or withdraw at any time.

4. Becoming and remaining a Welzo seller

4.1 Eligibility. You must be a business, validly established, solvent, and holding every licence, registration, notification and approval that Applicable Law requires to manufacture, import, hold, market and sell your Products in the UK.

4.2 Verification. Before your first Listing goes live, and whenever we reasonably ask, you will give us the information and documents listed in the Operating Standards for your category, including identity and ownership verification, tax status, regulatory registrations, insurance certificates and product compliance evidence. We may verify this through third-party identity, credit, sanctions and fraud-prevention services and may share your information with them for that purpose.

4.3 Keeping us informed. You will tell us immediately, and in any event within 24 hours, of any loss, suspension or conditioning of a licence or registration, any product recall or safety notice, and any safety incident or regulatory investigation concerning a Product (clause 6.6 applies to these). You will tell us within 5 Working Days of any other change to the information you have given us, including a change of control, any insolvency event, a change of manufacturer or formulation, or any other material change to your Products.

4.4 Your account. You are responsible for everything done through your account and credentials. Keep them confidential, limit them to authorised staff, and tell us immediately if you suspect unauthorised access. Do not open more than one account or operate an account for anyone else without our written consent.

4.5 Ethics. You confirm that you and your owners, directors and key personnel are not subject to UK sanctions, and that you comply with the Bribery Act 2010 and the Modern Slavery Act 2015 throughout your supply chain.

4.6 Larger partners. Where your Commercial Terms designate you as a key partner, we may ask for additional assurances appropriate to the scale of the relationship, such as a parent-company or director guarantee, enhanced insurance limits, or stock-holding commitments, and these will be recorded in your Commercial Terms.

5. Listings and product information

5.1 Accuracy. You are responsible for the accuracy, completeness, legality and currency of Product Information you supply, approve or cause to be supplied. Welzo formatting, review or approval does not release those duties. You must promptly identify and report material inaccuracies you discover, including in edited content. You are not automatically responsible for a new unlawful claim independently introduced by Welzo without your contribution or approval. Each party must carry out its own legally required checks; Welzo does not undertake the Supplier's product-verification or professional duties.

5.2 What every Listing needs. An accurate title and description; the correct EAN/GTIN barcode and your own SKU; a full ingredient or component list and allergen information; quantity, directions for use and warnings; the name and address of the manufacturer, importer or responsible person as Applicable Law requires; country of origin; all mandatory labelling; safety and conformity marking; and accurate pricing, VAT treatment and stock status, all in the format set out in the Operating Standards.

5.3 Claims. Do not supply or publish false, misleading, unsubstantiated or unlawful claims. Food and supplement nutrition or health claims must be authorised or otherwise lawfully permitted and meet their conditions of use; disease-treatment, prevention or cure claims must not be made for foods. Medicinal, medical device and cosmetic claims must be lawful for the actual classification, authorisation and intended purpose. Claims such as clinically proven, doctor recommended, comparative efficacy, awards and endorsements require appropriate evidence and lawful wording. Sensitive health, disease, weight-management, fertility, hormone, paediatric and pregnancy claims require Welzo's approval of exact wording before publication. Approval does not legalise an otherwise unlawful claim.

5.4 Evidence. You will hold, and give us within 2 Working Days of request, documentary evidence substantiating every claim, together with the product specification, certificate of analysis, safety assessment or technical file as applicable.

5.5 Images. Images and video must show the Product as supplied, must not show prohibited claims, awards or endorsements, and must not infringe third-party rights.

5.6 Reviews. You must not create, procure, incentivise or publish fake or misleading reviews, ratings or endorsements, and you must only ask Customers for reviews through mechanisms we approve. This is a requirement of the Digital Markets, Competition and Consumers Act 2024 and we treat breaches seriously.

5.7 Reference prices. A previous selling price, recommended retail price or other comparison must be genuine, accurately identified and supported by evidence appropriate to that type of comparison. Do not present an RRP as a former Welzo or Seller selling price, or use a misleading reference price, saving or permanent discount. Keep the price history and substantiation needed to demonstrate compliance.

5.8 Our rights over Listings. We may edit, reformat, hide, restrict, merge, re-categorise, re-title, suspend or remove any Listing or Product Information where we consider it inaccurate, non-compliant, duplicative, off-category or commercially unsuitable. Where we remove or restrict a Listing we will give you the reason and you may raise it through the seller complaints process.

5.9 Licence to use your content. You grant us and our group a worldwide, non-exclusive, royalty-free, sub-licensable licence to use, reproduce, adapt, translate, display and distribute your Product Information and your names, logos and trade marks, in any media and channel, to operate, market and promote the Marketplace and your Products, during the term and for 12 months afterwards, and indefinitely for completed Orders, historical records, aggregated data and archived content.

5.10 Our content. Titles, descriptions, metafields, editorial, comparison and scoring content that we create or materially enhance belong to us and may not be copied for use outside the Marketplace.

6. Product safety and UK regulatory compliance

6.1 General. You will comply with Applicable Law in relation to the Products, the Listings, fulfilment and your dealings with Customers, and will ensure that each Product is lawful to market and sell to consumers in the UK when it is listed and when each Order or Purchase Order is fulfilled.

6.2 Safety. Each Product must be safe and meet the legislation, conformity assessment, marking, registration, instructions and warnings applicable to its actual classification and approved territory. UKCA or CE marking must be used only where required and lawfully recognised for that Product and territory; general foods and other unmarked categories must not be presented as requiring or holding such approval. Provide English instructions and any other legally required language, together with appropriate batch or serial traceability.

6.3 Classification. Correctly classify each Product and document the basis before listing. Do not activate or supply a Product whose lawfulness has not been established. Welzo may request further evidence or restrict a disputed Product, but written approval by Welzo cannot authorise unlawful supply or override a Regulator's restriction.

6.4 Packaging and shelf life. Products must be supplied in original, intact, tamper-evident packaging with all mandatory labelling and with at least the shelf life stated in the Operating Standards (6 months by default) remaining at delivery.

6.5 Restricted products. Do not list or supply a Part A Product in Schedule B or a Part B Product without satisfying its conditions and obtaining written approval. Changes to restrictions follow clause 23. Urgent protective action may be taken immediately under clause 6.13 where justified; a payment-provider or insurer preference alone does not dispense with mandatory notice for changing contractual terms.

6.6 Incidents. You will tell us immediately, and in any event within 24 hours (or any shorter period a statutory reporting duty imposes), of becoming aware of: any safety incident, adverse event, serious injury or death associated with a Product or service; any recall, withdrawal, field safety notice or safety alert; any contact from a Regulator about a Product, service or Listing; any loss, suspension or conditioning of a licence or registration you need to perform this Agreement; or any security incident materially affecting Customer Data or our systems. You will comply with all your reporting obligations to Regulators and copy us on material correspondence.

6.7 Recalls. You will maintain a documented recall procedure. If a Product is recalled or withdrawn, whether voluntarily, at a Regulator's request or at our reasonable request, you will conduct the recall at your own cost, co-operate fully with us, use Customer communications in a form we approve, and reimburse us for all costs we incur, including refunds, return shipping, customer-service time, disposal and any regulatory costs.

6.8 Age and purchase restrictions. Where a Product is subject to age restrictions or other purchase conditions, you must identify this in the Product Information and comply with any verification process we specify. Each sale remains your responsibility.

6.9 Producer and environmental obligations. You shall perform the packaging, WEEE, battery and producer-responsibility obligations legally attaching to your activities and give Welzo the data reasonably needed for its own duties. Commercial Terms may allocate recoverable costs and administrative tasks but do not transfer statutory status or non-delegable obligations merely by naming another party.

6.10 Changes in the law. If Applicable Law or guidance changes so that a Product, Listing or claim becomes non-compliant, you will amend or withdraw it before the change takes effect. We may remove any Listing we consider affected.

6.11 Testing. Where we have reasonable grounds for concern about a Product, we may require independent testing by a laboratory we nominate. If the testing shows non-compliance, you will bear its cost and the cost of any resulting removal, recall or Customer remedy.

6.12 How deadlines interact. Where this Agreement gives more than one deadline for the same matter, the shortest applies. Statutory deadlines always take priority. Matters listed in clause 6.6 must be reported immediately and never later than the 24-hour maximum. The 5-Working-Day period in clause 4.3 applies only to routine changes and never delays an urgent report. Order-handling and Customer-response deadlines are those in Schedule A, and any shorter deadline agreed in your Commercial Terms or a service specification prevails over Schedule A.

6.13 Emergency intervention. Where we reasonably consider it necessary to protect Customers, comply with Applicable Law or respond to a Regulator, insurer or payment partner, we may immediately and without prior notice: stop or instruct you to stop dispatch of a Product; quarantine, hold or recall stock in our possession; remove or amend a claim or Listing; arrange independent testing under clause 6.11; and contact affected Customers. We will act proportionately, tell you what we have done and why as soon as practicable, and review the measure with you promptly; where the concern is resolved we will lift it without delay. Our rights under this clause are in addition to clause 19.

6.14 Repeat and systemic defects. Where an agreed defect threshold is exceeded or credible evidence suggests a systemic issue, Welzo may require independent testing, temporarily suspend affected supply, require a dated corrective-action plan and, where non-conformity is established, reject affected batches. Measures may extend to related batches only on a reasonable evidential basis. Supplier bears reasonable costs to the extent attributable to its Products or breach; failure to preserve or provide required evidence may be taken into account in establishing responsibility. A temporary precaution alone is not conclusive proof of fault.

7. Category requirements

These apply in addition to clauses 5 and 6 to any Seller whose Products fall within the category. If a Product falls within more than one, all relevant requirements apply.

7.1 Food supplements, vitamins, sports nutrition and functional foods

(a) You are the food business operator responsible for the Product and confirm that you (or your manufacturer) are registered with the relevant local authority and operate a HACCP-based food safety management system and, where applicable, GMP.

(b) Each Product must comply with the Food Supplements (England) Regulations 2003 and equivalents, retained food information law, the retained Nutrition and Health Claims Regulation, retained novel foods law, and all rules on permitted vitamins, minerals, botanicals, maximum levels and contaminants.

(c) Only authorised health claims, used with their conditions of use, may appear anywhere in Product Information. Claims in the sensitive areas listed in the Operating Standards need our written approval of the exact wording.

(d) You must not list a Product containing an ingredient that is an unauthorised novel food in the UK, a controlled or prohibited substance, a stimulant above UK guidance levels, a glandular or hormone-derived ingredient, or anything in Schedule B.

(e) For every batch you must hold appropriate certificates of analysis and quality-release evidence addressing identity, potency and relevant contamination risks, including heavy metals and microbiology. Sports-nutrition banned-substance testing must follow the agreed quality plan and risk assessment. Any claimed certification must be genuine, current and applicable to the specific Product. Supply evidence within 2 Working Days of request or a shorter lawful urgent deadline.

7.2 Medical devices (including mobility aids, self-test kits and therapeutic devices)

(a) You confirm that each device is correctly classified under the Medical Devices Regulations 2002, bears a valid UKCA mark (or CE mark while accepted), has a UK Responsible Person where the manufacturer is outside the UK, and is registered with the MHRA where required.

(b) Before the Listing goes live you will give us the Declaration of Conformity, UK Responsible Person details, MHRA registration reference and instructions for use, and you will maintain a technical file and post-market surveillance system.

(c) You will report incidents and field safety corrective actions to the MHRA under the vigilance requirements and copy us within 24 hours.

(d) Intended-purpose statements and performance claims must match the device's conformity assessment exactly. You must not present a general wellness product as a medical device, or a medical device as a general product, to avoid or exploit regulatory requirements.

7.3 Mobility and daily-living equipment

(a) For mobility scooters and powered wheelchairs you must state the class (Class 2 or Class 3), maximum user weight, maximum speed, range, dimensions and weight, and include the mandatory user information and safety instructions. Class 3 vehicles must be accompanied by information on DVLA registration and the Highway Code.

(b) You are responsible for pre-delivery inspection, assembly and battery instructions, and for any installation, home assessment, demonstration or servicing you offer or that safe use requires.

(c) Provide a commercial warranty of at least 24 months for mobility Products, including parts, labour and attributable collection and delivery costs, and any longer period approved for the relevant listing before supply. Warranty timing, resale periods, additional promises and replacement treatment follow clause 11.6. Honour mandatory Customer remedies and state the agreed warranty accurately.

(d) Where a Product qualifies for VAT relief for disabled people, you are responsible for determining eligibility correctly, for the eligibility declaration wording, for retaining declarations, and for all VAT consequences of incorrect zero-rating. Where we capture the declaration at checkout we do so as your agent, and you indemnify us for any VAT, interest or penalties assessed in connection with it.

(e) Large, heavy or two-person-delivery Products must be shipped on a tracked, insured service appropriate to the item, with delivery dates and access requirements agreed with the Customer in advance.

(f) Powered Products must comply with the Electrical Equipment (Safety) Regulations 2016, the Electromagnetic Compatibility Regulations 2016, and battery safety and transport rules (including UN 38.3 for lithium batteries), and be supplied with compliant chargers.

(g) Repair and replacement service. Because mobility equipment is often essential to the Customer's daily life, the following apply to every warranty or fault claim on a mobility Product, in addition to the Customer's statutory remedies (which take priority wherever they require an earlier refund or other action):

• you will arrange collection of the Product, or an engineer visit where the Product is not reasonably transportable, within 2 Working Days of the fault being reported to you;
• you will send us an inspection report with dated photographs within 2 Working Days of receiving the Product or completing the visit;
• you will complete the repair, test the Product and redispatch it within 14 calendar days of collection or the engineer visit;
• if that deadline is missed, or the same fault recurs within 30 days, we may require you to supply a replacement Product of equivalent or better specification, or to reimburse the Customer in full, at our election and at your cost;
• for attributable faults you bear all collection, parts, labour, loan-equipment and redelivery costs, and you will not charge the Customer or us any diagnostic, repacking, storage or call-out fee without our prior written approval;
• you will never retain a Customer's Product, or delay its repair or return, because of any unrelated dispute with us, including a disputed invoice or settlement;
• you will keep dated condition photographs of every Product before dispatch and before redispatch after repair, and produce them to us on request; and
• where you offer loan equipment, you will deliver it within 2 Working Days of collection to any Customer whose mobility depends on the Product.

7.4 Light-therapy, LED, infrared, electrotherapy and other electrical wellness devices

(a) You must classify each device correctly: as a medical device where its intended purpose is medical, or as a general consumer product where it is marketed for cosmetic or wellness purposes only, and keep Product Information consistent with that classification. Medical claims may only be made for devices with the corresponding conformity assessment.

(b) Each device must meet the electrical, electromagnetic, chemical, optical, laser and other safety requirements applicable to its classification, supply voltage, power system and approved territory. Provide applicable conformity documents and competent test reports for the actual model. Optical and laser risk assessments, classifications, eye-safety information and exposure limits must follow the relevant standards where applicable. A generic certificate for another model is insufficient.

(c) Connected devices within the scope of applicable product-security law must meet those requirements, including any required statement of compliance and stated security-update period. Provide secure configuration, vulnerability reporting and supported-update information appropriate to the Product.

(d) Provide evidence-based contraindications, precautions and usage limits appropriate to the actual device and risk assessment, addressing relevant photosensitivity, eye, medication, implanted-device, pregnancy or other risks where applicable. Do not invent unsupported blanket contraindications or omit known material risks.

(e) Efficacy claims (skin, hair, pain, recovery, mood or similar) must be supported by evidence specific to the device, wavelength and irradiance, and need our written approval of wording.

(f) Repair and replacement. Provide at least 24 months of commercial warranty for these devices and any longer period approved for the relevant listing before supply, with attributable parts, labour and carriage both ways. Arrange collection or a replacement within 2 Working Days of the fault report and complete authorised repair or replacement within 14 calendar days, subject to earlier Customer remedies. Clause 7.3(g) applies with necessary changes and clause 11.6 governs warranty timing, resale periods, additional promises and replacement treatment.

7.5 Diagnostic tests and sample-collection kits

(a) Self-test kits must meet the in-vitro diagnostic requirements of the Medical Devices Regulations 2002, be conformity-marked for self-testing use, and be registered with the MHRA. Kits used with a laboratory service must use compliant collection devices and instructions.

(b) Where you provide laboratory analysis, the laboratory must be UKAS-accredited to ISO 15189 (or an equivalent acceptable to us) for the relevant tests, and you will give us the accreditation certificate and scope.

(c) You are responsible for results reporting, interpretation, abnormal-result escalation and any clinical support you offer, and for ensuring that any clinicians involved are registered and insured. We provide no clinical service and no interpretation of results.

(d) Health and test-result data must be handled under Schedule C. Any disclosure to Welzo requires an identified lawful basis under Article 6 and, where applicable, a valid Article 9 condition and professional confidentiality basis; necessity to fulfil an Order alone is not a complete justification. Disclose only the minimum information needed for the specific lawful purpose.

(e) Tests for conditions where UK law restricts self-testing are restricted products under Schedule B.

7.6 Cosmetics, skincare, personal care and oral care

(a) Each Product must comply with the UK Cosmetics Regulation, including a UK Responsible Person, a product safety report, notification on the UK Submit Cosmetic Product Notification portal, compliant labelling and a product information file.

(b) You must not make medicinal claims for cosmetic Products and must follow the common criteria for cosmetic claims.

(c) Products must not contain prohibited ingredients, or restricted ingredients beyond permitted limits, and must not have been tested on animals in breach of Applicable Law.

7.7 Regulated healthcare referral partners

(a) In a referral-only arrangement Welzo introduces the Customer and supplies only the agreed technology or administrative support. The regulated partner is responsible for its clinical and professional decisions, service contract and statutory duties. The parties must describe their actual roles accurately; a referral label does not remove obligations arising from activities Welzo actually performs. Schedule D applies where relevant Regulated Services are commissioned or integrated, and no commercial instruction may override clinical judgment.

(b) This Agreement governs a referral partner's use of the Marketplace. The referral arrangement itself, including any fee, is governed by a separate signed referral agreement, which prevails over this Agreement in the event of conflict on referral matters.

(c) Pharmacy partners must hold the applicable GPhC or PSNI premises registration and identify a Superintendent Pharmacist, Responsible Pharmacist or other accountable professional where required. Other regulated providers must hold the registrations, licences, accreditation and accountable professionals appropriate to their actual activities. Display mandatory identifiers and notify Welzo immediately of material restrictions, adverse inspection outcomes, professional conditions or enforcement affecting the approved service.

(d) The partner must not provide us with any content that would amount to advertising a product that may not be advertised to the public, and we may remove any content we consider does so.

(e) The partner indemnifies us in full under clause 16 for any Claim arising from the regulated service, and acknowledges that we rely on the partner's registration and professional standing in making the referral.

(f) Where, under your Commercial Terms or a separate signed agreement, a regulated provider performs prescribing, dispensing, testing, laboratory, clinical or fulfilment services in connection with Customers we introduce (as opposed to a pure referral), Schedule D applies to that provider in addition to this clause 7.7, and only those parts of Schedule D relevant to the services actually provided apply.

7.8 Services (consultations, coaching, assessments, installations)

(a) Anyone delivering a service must hold the professional registration, qualifications, DBS checks and insurance that Applicable Law and the Operating Standards require.

(b) You are responsible for performing your agreed service, professional governance, safeguarding, complaints and records with the required care and skill. Welzo provides only the functions specified in the approved service model; each party retains duties arising from its actual activities and Applicable Law. No guaranteed clinical or personal outcome is implied unless an express lawful commitment has been agreed.

(c) Services delivered at a Customer's home must follow your lone-working, safeguarding and health-and-safety procedures.

7.9 White-label, private-label and own-brand supply

(a) For Products supplied under a Welzo Brand, you retain responsibility as actual manufacturer, importer or other economic operator to the extent Applicable Law provides, and Welzo may also be treated as producer or manufacturer. Between the parties you bear the agreed design, formulation, manufacturing, safety and compliance obligations, provide the technical evidence required by Schedule F and reimburse attributable Welzo liabilities under clause 16. Neither party may misstate its legal role on labelling or to a Regulator.

(b) You must not use our name or marks on any product, packaging or material except as we approve in writing, and you will submit packaging artwork for approval before production.

(c) Where you ship Orders directly to Customers, you will ship them in plain or Welzo-approved packaging with no Seller marketing, inserts, promotional material or invitations to buy elsewhere. This does not remove, and you must always include, the seller, manufacturer, importer, responsible-person and safety contact details that Applicable Law requires to appear on the Product, its packaging or its accompanying documents.

(d) You will hold stock sufficient to meet our forecast demand, update stock levels in real time and not allocate stock listed with us to other channels in priority to our Orders or Purchase Orders.

(e) Cost prices, margins and pricing formulas are Confidential Information. Welzo independently sets prices where it is the retailer. A direct Seller independently sets its own resale prices, including for branded goods, subject to lawful agreed promotions under clause 8.

(f) Commissioned assets. Agreed bespoke product designs, formulations, artwork, packaging designs, moulds, tooling designs, technical files, test data and other deliverables commissioned for Welzo are Commissioned Assets. You assign to Welzo the intellectual property you own in those bespoke deliverables, including by present assignment of future rights where permitted, and procure equivalent signed assignments from relevant subcontractors and creators and lawful moral-rights waivers. Physical tooling paid for by Welzo belongs to Welzo. Identify third-party rights and pre-existing materials before incorporation; do not promise rights you cannot lawfully transfer. Supply editable source files, records and technical documentation reasonably necessary to use the paid deliverables. You grant Welzo and its nominated manufacturers and repairers a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to incorporated Supplier background rights to the extent needed to manufacture, use, sell, maintain, repair and support the agreed Products and Commissioned Assets, including following ordinary termination. Unrelated background technology remains yours. Deliveries and assignments follow Schedule F and any expressly agreed commissioning milestones; obtain the signatures required for an effective transfer.

7.10 Sellers established outside the UK

(a) You must appoint a UK Responsible Person, importer or fulfilment house as Applicable Law requires, register for UK VAT where required, and acknowledge that for certain sales to UK consumers through an online marketplace we may be treated as the deemed supplier for VAT and may account for and deduct VAT accordingly.

(b) You are responsible for all customs, duties, import licences and conformity requirements for Products shipped from outside the UK and will ship delivered-duty-paid unless your Commercial Terms say otherwise.

8. Pricing and promotions

8.1 Who sets the price. Where you are the seller to Customers, you independently set your resale price and applicable VAT treatment. Where Welzo buys goods for resale, Welzo independently sets its own resale price, including for Welzo Brands. Recommended prices are non-binding. Separate branded-product arrangements must not impose unlawful resale-price maintenance.

8.2 Competitive offers. Welzo may request competitive offers, price reviews or participation in promotions, but you are not required to maintain parity with another channel or surrender independent resale pricing. Welzo may change its own prices or decide future ranging and promotional participation within its contractual and legal rights. A Seller-funded discount or adjustment to amounts owed to you requires the prior agreement described in clause 8.3; no automatic unilateral matching deduction applies.

8.3 Promotions. We run promotions, sales events, bundles, subscription offers, loyalty programmes and voucher codes throughout the year and will invite you to take part. Participation in promotions you fund is voluntary and is agreed in writing or in your Commercial Terms. Where you fund a promotion, you bear the cost of the discount.

8.4 Pricing errors. If a Listing shows an obviously incorrect price we may cancel affected Orders or correct the price. Where the error came from Product Information you supplied and we decide, acting reasonably, to honour the Order to protect the Customer relationship, you bear the difference.

8.5 Price information law. You will comply with Applicable Law on price indications, reference pricing, unit pricing and the presentation of mandatory charges, including the Digital Markets, Competition and Consumers Act 2024, and will not use permanent or recurring "was" prices.

8.6 Subscriptions. Where a Product is offered on a subscription or auto-renewal basis you will follow our subscription mechanics and honour the pre-contract information, reminder, cancellation and cooling-off requirements of Applicable Law.

9. Orders, fulfilment, delivery and service performance

9.1 Accepting Orders. You accept an Order when you confirm it to us or dispatch it, whichever is earlier, and in any event you will accept or decline each Order within 1 Working Day. You may decline an Order only where the Product is out of stock, the Customer fails a lawful purchase condition, or you reasonably suspect fraud.

9.2 Stock. Keep the stock levels you report to us accurate in real time (or within the interval in the Operating Standards), and do not list Products you do not hold or cannot source for dispatch within the stated lead time.

9.3 Dispatch and delivery. Dispatch each Order within the lead time shown in the Listing (and within 1 Working Day for in-stock items), on a tracked service meeting the Operating Standards, upload tracking at dispatch, and deliver within the window promised to the Customer. Risk stays with you until the Customer receives the Product.

9.4 Packaging. Pack Products to arrive undamaged, in packaging suited to the Product (including temperature control, fragile handling and battery transport rules), with all documentation Applicable Law requires, and with no third-party marketing, promotional inserts or invitations to buy elsewhere. Nothing in this clause restricts the seller, manufacturer, importer, responsible-person and safety contact details that Applicable Law requires, which you must always include.

9.5 Order data. Use Customer order data only to fulfil the Order, handle returns and comply with Applicable Law. Do not add Customers to marketing lists, contact them for any other purpose or keep their data longer than needed.

9.6 Fulfilment by Welzo. Where Welzo or its logistics partner fulfils Orders, the Commercial Terms must allocate stock ownership, custody risk, handling charges and operational roles accurately. Deliver inbound stock in the agreed condition with advance shipping and traceability information. Welzo may reject non-conforming stock and take lawful safety measures. Custody responsibility is determined by actual control and the agreed arrangement, without excluding Welzo's non-excludable duties or transferring its own attributable losses to you.

9.7 Delivery failures. You bear reasonable replacement, redelivery, refund and handling costs to the extent caused by your Products, packaging, selected carrier or failure to meet your obligations. Where Welzo selects and controls the relevant fulfilment or transport activity, responsibility follows that arrangement and causation. A carrier compensation limit does not reduce your contractual liability unless expressly agreed.

9.8 Verification of order information. Before performing any Order, Purchase Order or service, you will check that the information needed for safe and lawful performance is accurate, valid, complete and sufficient, including Customer details, delivery instructions, any eligibility declaration and, where relevant to your service, identity evidence and clinical or prescribing information. You will identify inconsistencies, seek clarification from us or the Customer, and pause or decline performance where the information is unsafe, incomplete or unlawful to act on. Receiving information from us or through the Marketplace does not replace your own independent verification or any professional or statutory duty you owe. This clause does not transfer to you responsibility for an error that is attributable to us where Applicable Law places that responsibility on us.

9.9 Service quality and staffing. Where you provide any service (including fulfilment, installation, repair, assessment, consultation, testing, laboratory or clinical services), you will perform it with reasonable care, skill and diligence, in accordance with applicable professional standards and best practice, the agreed specification and this Agreement. You will use sufficient personnel who are suitably qualified, experienced, trained and supervised for the work, maintain appropriate cover for absences, and keep the capacity needed to meet the agreed volumes and deadlines.

9.10 Co-operation and instructions. You will co-operate with us and with any other supplier we reasonably ask you to work with, and will comply with our reasonable and lawful written operational instructions about how Orders and services are performed. No instruction from us overrides your independent clinical or professional judgment, any safety requirement or any statutory duty. If you consider that an instruction cannot lawfully or safely be followed, you will tell us promptly, explain why, and propose a compliant alternative where one exists.

9.11 Critical deadlines and substitute performance. Agreed dispatch, delivery, safety-response, repair and other deadlines expressly designated critical in an Order, Specification or Commercial Terms are of the essence. Schedule A performance percentages are service metrics rather than a right to cancel every Order for an isolated metric deviation. For a missed critical deadline attributable to you, Welzo may reject late performance, cancel affected unperformed work, obtain reasonable substitute performance and recover attributable additional costs without double recovery. Safety action and Customer remedies do not wait for a commercial cure period.

9.12 Approved territories. Unless your Commercial Terms say otherwise, Orders may only be fulfilled to addresses in the United Kingdom (the "Approved Territory"). You will check the destination of every Order before accepting or dispatching it, and will flag to us and decline any Order for a destination outside the Approved Territory. Where your Commercial Terms authorise fulfilment to other destinations, you will comply with the laws of that destination that apply to the Product and the sale, including consumer protection, product safety and labelling, customs and export rules, and privacy requirements, and will hold any registration or appoint any local representative those laws require. Nothing in clause 25 displaces mandatory laws of a destination that apply regardless of the governing law of this Agreement.

9.13 Goods in your custody. Where you hold stock, returns, Customer property, Commissioned Assets or other goods belonging to us or to Customers, you hold them as bailee at your risk. You will keep a batch- and serial-level inventory, reconcile it with us at least monthly and on request, report any shortage, damage or loss within 2 Working Days of discovery, insure the goods for full replacement value under a policy noting our interest, and release them to us or our nominated carrier within 5 Working Days of request through a lawful collection process. You will not exercise any lien over them. You will put equivalent arrangements in place with any warehouse, fulfilment or repair subcontractor you use, and you remain liable for their custody losses.

10. Customer care, returns and recalls

10.1 Customer rights. You will honour all rights Customers have under Applicable Law, including the 14-day cancellation right under the Consumer Contracts Regulations 2013 (subject to the lawful exceptions for sealed health and hygiene products, perishable goods and personalised items, which you must identify accurately in the Listing) and the remedies for non-conforming goods under the Consumer Rights Act 2015.

10.2 Returns Policy and Supplier recourse. You must support Customer statutory rights and the additional lawful return or warranty promises approved for the listing before the relevant Order. The Customer refund policy at https://welzo.com/policies/refund-policy applies subject to those rights, this Agreement and the version communicated for the relevant supply; a later policy change does not retrospectively increase your obligations. You bear collection and return costs for attributable faults, damage, misdescription and wrong supply. For lawful change-of-mind returns, the invoiced product price is credited on receipt subject only to an evidenced lawful diminished-value adjustment; return carriage follows the agreed Customer information and Commercial Terms. Hygiene, packaging or trade-return rules must not defeat statutory remedies. These are express business-to-business reimbursement obligations where Welzo is retailer, even though the Customer's consumer contract is with Welzo.

10.3 Customer intervention. You grant Welzo limited authority to administer returns, refunds, replacements and payment disputes for your direct Seller Orders in accordance with this Agreement and the lawful Customer terms; this is not general authority to negotiate sales or provide regulated payment services. Where Welzo is retailer it acts in its own capacity. Welzo may take a reasonably justified remedy or urgent mitigation step and recover the Supplier-attributable cost with supporting records. Purely discretionary goodwill beyond legal rights and approved promises requires agreement unless reasonably necessary to mitigate your breach. The authority does not change the payment-regulatory position in clause 3.3.

10.4 Service standards. Respond to Customer enquiries we pass to you within the times in Schedule A, courteously and accurately, and do not direct Customers to contact you outside the Marketplace.

10.5 Complaints and disputes. Cooperate promptly on Customer complaints, payment disputes, ADR and court claims and provide relevant evidence within 2 Working Days or a shorter notified urgent deadline. Bear reasonable remedies and costs to the extent attributable to your Products, obligations or breach, subject to clause 16 and no double recovery.

10.6 Returned stock. Collect or receive returns at the agreed location and rate allocation. Welzo may isolate unsafe goods immediately. Sale, destruction or disposal of goods held for another person must follow applicable safety, waste, bailment and notice requirements. Except where urgent lawful safety action is necessary, give the owner written collection instructions and a reasonable opportunity to collect before lawful disposal; an arbitrary expiry of 30 days does not itself authorise disposal of Customer property.

10.7 Safety complaints. Escalate any complaint alleging injury, illness, adverse reaction or a safety issue to us within 24 hours and handle it under clause 6.6.

11. Wholesale supply to Welzo

This clause applies where we buy Products from you for resale.

11.1 Purchase Orders. We buy only by Purchase Order issued in writing by an authorised Welzo buyer. Each Purchase Order is an offer to buy on the terms of this Agreement and your Commercial Terms, which you accept by confirming it within 2 Working Days or by shipping. Forecasts we share are for planning only and are not commitments.

11.2 Prices. Only prices agreed in the accepted Purchase Order or Commercial Terms apply; no Supplier price list binds Welzo without approval. They are fixed for accepted Orders, inclusive of agreed packaging and delivery and exclusive of VAT properly chargeable and separately identified unless expressly stated otherwise. Proposed changes require at least 60 days' written notice and express written acceptance and do not affect accepted Orders. No price-parity obligation with other retailers is implied.

11.3 Delivery. You will deliver on the date and to the location in the Purchase Order, delivered-duty-paid, with an advance shipping notice and compliant labelling, barcodes and documentation. Time is of the essence. If you are late we may cancel the affected Purchase Order without liability, buy replacement goods elsewhere and recover any additional cost from you, and apply the late-delivery credits in your Commercial Terms.

11.4 Inspection and rejection. We may inspect Products within 30 days of delivery and may reject any Product that is damaged, non-compliant, short-dated, mislabelled, not as ordered or otherwise not in accordance with this Agreement. Acceptance, or the passing of the inspection period, shelf life or warranty period, does not waive any right or claim in respect of a defect, non-compliance or breach of warranty that existed at delivery but was not reasonably apparent on inspection, and does not limit our right to recover under clause 16. You will collect rejected Products within 10 Working Days or we may return or dispose of them at your cost. Rejection is without prejudice to our other remedies.

11.5 Title and risk. For goods Welzo buys, clean title passes on the earlier of payment and physical delivery, with advance-paid materials and work in progress identified under clause 11.11; risk remains with you until conforming physical delivery to the agreed recipient or location. A delivery signature or payment does not waive defects under clause 11.4. For expressly agreed consignment stock you retain title until the agreed sale trigger, and Welzo has authority to transfer it on authorised resale. Risk during consignment follows the written custody arrangement; responsibility for a party's attributable breach remains. Goods owned by Customers remain their property.

11.6 Warranty on supply. Products must be compliant, safe and of satisfactory quality at supply and remain so throughout the stated shelf life when correctly stored and used. For non-perishable goods, provide the agreed Customer warranty, not less than 24 months from Customer delivery where resale occurs within 18 months after delivery to Welzo. For later resale, the 24-month warranty from original delivery to Welzo remains and any extension must be agreed; this does not exclude claims arising from original defects or breach. Repairs carry the remaining original warranty or 6 months from redelivery, whichever is longer, for the repaired defect; replacement units carry the remaining original warranty or 12 months from Customer delivery, whichever is longer, unless a longer agreed Customer promise applies. Supplier bears attributable parts, labour, carriage, replacement and refund costs. New or extended promises beyond those approved before supply require agreement, except mandatory remedies and reasonable mitigation of Supplier breach.

11.7 Invoicing and payment. Unless lawful alternative terms are expressly agreed in the Commercial Terms, invoice after delivery or completion and Welzo pays valid undisputed invoices within 30 days after receipt. An agreed longer payment period must comply with late-payment law, including requirements applying to periods beyond 60 days. Quote the Purchase Order or service reference, quantities, approved prices, VAT and delivery or completion evidence. Welzo shall identify material invoice defects promptly, pay unaffected undisputed amounts on time and may apply lawful deductions under clause 12.4. Statutory late-payment rights are not excluded except by a lawful substantial contractual remedy.

11.8 Price protection and returns of stock. If you reduce the price of a Product within 90 days of delivery, you will credit us the difference on stock we still hold. You will accept the return, at your cost and for full credit, of any Product that is recalled, becomes non-compliant, is discontinued by you, or that we have held for 180 days without sale where your Commercial Terms provide for this.

11.9 Exclusivity and ranging. Any exclusivity, minimum-order or ranging commitment is set out in your Commercial Terms. Absent such terms, we are under no obligation to place any minimum volume of Purchase Orders.

11.10 Manufacturing and specification changes. You will not change the formulation, ingredients, components, materials, packaging, labelling, specification, manufacturing site, manufacturer or any subcontractor involved in making a Product we buy from you, or a Product sold under our name, without our prior written approval. A request for approval must describe the change, its reason, its effect on compliance and shelf life, and must be supported by renewed testing, stability data, certificates of analysis or conformity assessment where relevant. We may make approval conditional on sample approval, trial batches or a transition plan. You will give us at least 90 days' notice before discontinuing a Product and will honour Purchase Orders placed before that notice.

11.11 Deposits and advance payments. No advance is due without written Commercial Terms stating amount, purpose, milestones and any required security. Advances are credited against conforming performance and are not automatically non-refundable. Apply them only to the relevant authorised production, maintain an expenditure ledger with evidence, and identify, segregate and label paid stock, materials and work in progress free of encumbrances and insured at replacement value. Transfer title to identifiable paid goods as they are acquired or created, with any local documents needed to make that transfer effective. Unspent advances must remain separately accounted for and be refunded when no longer needed. A trust, escrow, guarantee, charge or advance-payment bond arises only under the separately executed arrangement establishing it; this Agreement does not represent that an unsecured production advance is insolvency-protected. Welzo may require suitable security before paying. Do not demand final production payment before the agreed inspection milestone. On cancellation, account and refund under clause 11.12; termination does not require both continued manufacture and repayment for the same performance.

11.12 Cancellation and advance accounting. Welzo may cancel an unaccepted Order without charge. For an accepted Order, Welzo may elect in writing to continue performance, cancel affected work for Supplier breach, or cancel for convenience. Supplier-breach cancellation requires refund within 14 calendar days of advances attributable to cancelled unperformed or rejected supply, without cancellation fee, with other remedies preserved. For convenience cancellation, Welzo pays only reasonable, unavoidable, evidenced direct costs of specifically authorised bespoke work actually incurred, less mitigation, reuse, resale and prior payments, capped at the cancelled price; no lost profit, unapproved materials or future capacity is payable. Deliver usable paid-for materials and work that Welzo elects to take. Credit their agreed value consistently: Welzo does not receive both a refund and the same paid assets without an accounting adjustment. Provide a transaction-level reconciliation within 7 Working Days and pay the undisputed refund within 14 calendar days; resolve the remainder promptly without withholding undisputed money or property. Continued Orders remain funded on their agreed milestones, with unused surplus refunded. Statutory insolvency rules prevail.

12. Commercial Terms, settlement and taxes

12.1 Commercial Terms are confidential. The settlement arrangements for your Marketplace sales, any wholesale pricing, payment timing, promotional funding, credit terms, agreed reserves, negotiated concessions and other commercial matters are set out in your Commercial Terms. They are agreed individually with each seller, form part of this Agreement, and are Confidential Information. Nothing in these published terms discloses or determines them.

12.2 Settlement for direct Seller sales. No direct Seller Orders may be activated until the parties have agreed the provider, recipient of funds, commissions, taxes and settlement cycle under clause 3.3. Net Proceeds means amounts properly due to the Seller under that arrangement after agreed fees and lawful attributable deductions. Settlement is made to a verified account in the Seller's name unless a lawful alternative is expressly approved. Provider-settled funds are subject to that provider's lawful terms. Welzo must account for money it lawfully receives for a Seller and remit amounts properly due, subject to lawful deductions; a description in this Agreement does not establish safeguarding or an exemption.

12.3 Statements. Provide transaction-level statements of relevant Orders, credits, deductions and Net Proceeds for each settlement period. You should raise reconciliation queries within 30 days with evidence. Silence does not itself waive a genuine error or statutory right. Each party may correct evidenced errors and must account for corrections transparently to the affected business, with no duplicate payment or recovery.

12.4 Set-off and holds. Welzo may set off evidenced sums owed by you to Welzo Ltd under this Agreement against sums Welzo owes you, subject to mandatory law. Cross-company set-off requires an expressly documented lawful arrangement with the affected parties. For credible refund, chargeback, defect, recall, fraud or other Supplier-attributable exposure, Welzo may reserve only a proportionate estimated amount, with a written basis and calculation, monthly review and prompt release of unaffected or no-longer-needed funds. Suspension or termination alone does not justify an unrelated blanket hold. Retention beyond 90 days requires identified unresolved exposure and updated reasons. Funds controlled by a payment provider may be reserved or adjusted only within its lawful arrangement; nothing authorises diversion of safeguarded or protected funds.

12.5 Reserve. Where your category, performance, payment-dispute rate or financial standing warrants it, we may require a rolling reserve or deposit on the terms set out in your Commercial Terms.

12.6 Payment reversals and fraud. You bear reversals, dispute fees, payment-partner charges and fraud losses to the extent caused by your inaccurate information, non-delivery, defect, misconduct or breach, including your subcontractors. General payment fraud or Welzo checkout errors are not automatically allocated to you merely because an Order concerns your Product. Provide supporting evidence within the notified dispute deadline.

12.7 Our costs. You will reimburse us on demand for all costs, losses and expenses we incur because of your breach, including refunds and goodwill payments to Customers, recall costs, regulatory costs, dispute fees, legal fees and internal time at the standard hourly rates we notify to you in writing.

12.8 Self-billing and invoices. Self-billing requires a separate HMRC-compliant agreement and the necessary tax details. A Customer invoice or receipt must accurately identify the legal seller and any agent or deemed-supplier role. Welzo may issue documents as an expressly authorised agent where lawful, but must not obscure the Customer's contracting trader.

12.9 Taxes. You are responsible for all taxes, duties and levies on your sales and income, including VAT, import duties and plastic packaging tax. Where Applicable Law treats us as deemed supplier, collecting agent or jointly liable for VAT or other taxes on your sales, we may deduct and account for those amounts and you indemnify us for any shortfall, interest or penalties.

12.10 Late payment. Amounts you owe us that are not paid or set off within 14 days of demand bear interest at 4% a year above the Bank of England base rate from the due date until payment.

12.11 Your charges to us. This clause applies to every charge you make to us for anything other than the price of Products we buy under clause 11, including fulfilment, pick and pack, repairs, diagnostics, collection, delivery, storage, packaging, administration, disposal and any service. You may charge only the rates and charging triggers set out in the agreed rate card in your Commercial Terms, and the rate card must state clearly whether each rate includes VAT, carriage and other costs. No additional, retrospective or increased charge is payable unless we have approved it in writing before the work is done. Every invoice must be itemised and must quote the Order, Purchase Order or service reference to which each line relates; we may return an invoice that does not. You will give us at least 60 days' written notice of any proposed increase to the rate card, the increase takes effect only if we expressly accept it in writing, it will not apply to work already ordered or accepted, and we may decline to place further work at the increased rate.

12.12 Financial security and corrections. For a credible new or increased Supplier-attributable exposure, Welzo may require a proportionate deposit, enhanced insurance or a separately executed parent or director guarantee before accepting further exposure, subject to applicable notice and platform rules. A company signatory does not incur a personal guarantee merely by accepting this Agreement. Verify bank-account changes independently using established contact information; hold only affected payments for the reasonable verification period. Recover evidenced overpayments and duplicate credits without double recovery. Security for Welzo-funded production follows clause 11.11.

13. Intellectual property and brand

13.1 Welzo Materials. All intellectual property in the Welzo Materials belongs to us or our licensors. You get only the limited right to use the tools we make available to you under this Agreement.

13.2 Our name and marks. You may not use our name, logos or marks, or refer to Welzo in your own marketing, press, investor or supplier materials, without our prior written consent and then only in the form we approve. You may not register or use any domain name, social handle, trade mark or company name containing our name or marks or anything confusingly similar. We are happy to provide approved "available at Welzo" assets on request.

13.3 Your brand. You keep ownership of your trade marks and Product Information, subject to the licence in clause 5.9. You confirm that you own or are licensed to use all intellectual property in your Products and Product Information and that their sale and display on the Marketplace does not infringe any third-party right.

13.4 Genuine goods. You confirm that all Products are genuine and are not counterfeit, grey-market, diverted, expired, relabelled, repackaged or tampered with, and that you are entitled to put them on the market in the UK. If you are not the brand owner you will on request provide evidence of your supply chain back to the brand owner.

13.5 IP complaints. If a Listing or Product is the subject of an intellectual property complaint we may remove it immediately and keep it removed until the complaint is resolved to our satisfaction. You will resolve the complaint directly with the complainant and indemnify us under clause 16.

13.6 Feedback. We may use any suggestions or feedback you give us about the Marketplace without restriction or payment.

13.7 Marketplace data. As between you and us, we have the exclusive contractual right to the data generated by the operation of the Marketplace, including sales, performance, search, ranking, pricing and behavioural data, and to all aggregated, anonymised or derived data, and we may use it for operating, improving and developing the Marketplace and our own products and for our commercial purposes, in each case subject to data protection law, clause 14 and our confidentiality obligations. Where such data includes your Confidential Information, we will only use it in a form that does not disclose it to third parties. Reports we give you are for your internal use only and remain our Confidential Information.

13.8 Our internal methods. Our ranking and recommendation methods, algorithms, source code, fraud and risk signals, security controls, internal forecasts, pricing analysis and negotiating positions are our Confidential Information and trade secrets. We will give you the descriptions of our main ranking parameters and other information that Applicable Law requires us to provide, but nothing in this Agreement obliges us to disclose the methods themselves, and you will not attempt to reverse-engineer, probe or manipulate them.

14. Data protection and confidentiality

14.1 Roles. Each party's privacy role depends on its actual activity and control, not a label. Welzo is controller for its own checkout, support and business administration where it determines purposes and means. A direct Seller is generally independent controller for its Customer contract and statutory records; a fulfilment supplier following Welzo instructions may be processor. A clinical provider generally controls its professional records and decisions; transmitting results through an integration does not by itself make the provider a processor. Schedule C gives an activity-specific framework. Confirm additional arrangements before health-data, joint-controller or otherwise materially different processing begins.

14.2 Restrictions. You will not use Customer Data for marketing, profiling, enrichment, resale or any purpose other than those in clause 14.1, will not combine it with other datasets, and will delete it once the permitted purpose and any statutory retention period have ended.

14.3 Health data. Health, eligibility and similar data is special category data. You will apply appropriate security, restrict access to staff who need it, and not transfer it outside the UK without an adequate safeguard and our prior written approval.

14.4 Security and breaches. You will maintain appropriate technical and organisational measures (including those in Schedule C), tell us without undue delay and in any event within 24 hours of becoming aware of any personal data breach affecting Customer Data, and co-operate fully with our response, including any notification to the ICO and Customers.

14.5 Confidentiality. Each of us will keep the other's non-public business information confidential, including Commercial Terms, pricing, margins, suppliers, Customers, technology and plans ("Confidential Information"), and use it only for this Agreement. This does not apply to information that is public through no fault of the recipient, already lawfully known to it, or required to be disclosed by law or a Regulator. We may share your Confidential Information with our group, advisers, insurers, financiers and prospective acquirers under equivalent confidentiality obligations.

14.6 Publicity. Please do not make public statements about this Agreement or your relationship with Welzo without our prior written consent. We may identify you as a seller or supplier on the Marketplace and in our marketing.

14.7 Survival. The confidentiality obligations in clause 14.5 continue after termination for as long as the information concerned remains confidential, subject to the exceptions in that clause, and indefinitely for trade secrets. Obligations relating to personal data continue for as long as Applicable Law requires or permits the data to be retained, and this clause does not authorise retention of personal data beyond what Applicable Law and Schedule C allow.

15. Your warranties to Welzo

15.1 You warrant and represent to us, on the date of this Agreement and on every day you have a Listing with us or a Purchase Order open, that:

1. you have full power and authority to enter into and perform this Agreement, and doing so breaches no other agreement or Applicable Law;

2. you hold and will maintain every licence, registration, notification and approval required to manufacture, import, hold, market and sell the Products in the UK;

3. each Product is safe, of satisfactory quality, fit for its stated and any reasonably foreseeable purpose, matches its description and Product Information, and complies with Applicable Law and all relevant safety and technical standards;

4. each Product is genuine, lawfully sourced, unexpired, in original packaging and not subject to any recall, safety notice, injunction or regulatory action;

5. all Product Information is accurate, complete, not misleading, substantiated and compliant, and every claim is lawful and authorised;

6. the Products and Product Information infringe no third-party intellectual property, privacy or other right;

7. you have told us all material information about the Products' regulatory status, safety history and any complaints, investigations or enforcement in the last 5 years;

8. you maintain the insurance required by clause 17;

9. you are solvent and no insolvency event has occurred or is threatened;

10. all information you have given us is true, accurate and complete; and

11. your supply chain complies with the Modern Slavery Act 2015 and you have not engaged in bribery or corruption.

15.2 You acknowledge that we rely on these warranties in making the Marketplace available to you, in listing and buying your Products, and in presenting them to Customers under our own brands, and that we do not and cannot independently verify them.

15.3 Except as expressly stated in this Agreement, we give no warranty or representation of any kind about the Marketplace, its availability, performance, security, ranking, traffic or results, and all implied terms are excluded to the fullest extent the law allows.

15.4 Title. You warrant that you have full authority to sell and transfer ownership of every Product you supply to us, and to supply every Commissioned Asset, free from any lien, retention-of-title claim, security interest or competing ownership claim, and that good title passes to us under clause 11.5 without any third-party consent.

16. Indemnities

16.1 You will indemnify, keep indemnified and hold harmless Welzo, each member of our group, and our and their officers, employees, agents, insurers and contractors (the "Indemnified Parties") from and against all Claims suffered or incurred by any Indemnified Party arising out of or in connection with:

1. any Product, including its design, manufacture, labelling, packaging, marketing, safety, quality, fitness, use or misuse, and any death, personal injury, illness, adverse reaction, property damage or economic loss alleged to have been caused by it, whether sold by you to a Customer or by us after purchase from you;

2. any Listing or Product Information, including any allegation that it is false, misleading, unsubstantiated, unlawful or infringing;

3. any breach of this Agreement, a Category Requirement, an Operating Standard or Applicable Law by you or anyone acting for you;

4. any Claim by a Customer relating to a Product, Order, delivery, return, refund, warranty or service, including the cost of any remedy we give under clause 10.3;

5. any recall, withdrawal, safety notice or corrective action relating to a Product;

6. any investigation, enforcement action, fine, penalty, notice or undertaking by a Regulator in connection with a Product, Listing or your conduct;

7. any infringement or alleged infringement of third-party intellectual property, privacy or other rights by the Products, Product Information or your trade marks;

8. any tax, duty, VAT, interest or penalty assessed on us in respect of your sales, including under deemed-supplier, joint-and-several or collecting-agent rules;

9. any personal data breach or breach of data protection law by you or your sub-processors;

10. any payment reversal, dispute, fraud or payment-partner fine relating to your Orders;

11. any regulated healthcare service provided by a referral partner (clause 7.7); and

12. any act or omission of your employees, agents, subcontractors, manufacturers, suppliers or carriers.

16.2 These indemnities are not subject to the cap in clause 18, apply whether or not the Claim was foreseeable, and cover all losses including consequential and indirect loss, loss of profit and reputational harm. They include our reasonable costs of defence (including legal and expert fees), recall and corrective-action costs, the cost of substitute supply where we have to source replacement products to meet Customer or Purchase Order commitments, and our internal management time at the standard hourly rates we notify to you in writing. Fines and penalties imposed on us are recoverable only to the extent the law permits their recovery from you.

16.3 We will notify you of a Claim covered by this clause within a reasonable time. We have sole conduct of any Claim involving a Regulator, a Customer, our name or our reputation; you may be given conduct of other Claims subject to our approval of counsel and of any settlement. You will not admit liability or settle any Claim affecting us without our prior written consent.

16.4 You will pay amounts due under this clause within 14 days of demand, and we may set them off under clause 12.4.

16.5 Causation and contribution. Each indemnity applies to the extent the Claim is attributable to the Product, the Product Information, your breach, or the acts or omissions of you or those for whom you are responsible. Where a Claim is caused partly by our own breach, negligence or wilful default, the amount recoverable is reduced in proportion to our contribution.

16.6 Evidence. Any demand under this clause will be accompanied by reasonable supporting evidence of the amount claimed, including invoices, settlement records and a breakdown of internal time at the rates notified to you in writing. You may ask for further reasonable detail before paying, but this does not extend the payment period in clause 16.4 once the detail is provided.

16.7 No double recovery. We will not recover the same loss more than once, whether under these indemnities, by deduction or set-off under clause 12, or from insurance proceeds actually received. Amounts we recover from your insurer will be credited against your liability under this clause.

16.8 Mitigation. We will take reasonable steps to mitigate loss, consistent with our obligations to Customers and Regulators and with the protection of our reputation.

17. Insurance

17.1 You will maintain throughout the term and for 6 years afterwards, with reputable insurers and at your own cost, the cover set out in your Commercial Terms or, where your Commercial Terms do not specify cover, at least the following:

Cover	Minimum limit
Product liability, including product recall where available	£5,000,000; £10,000,000 for Sellers in categories 7.2, 7.3, 7.4 or 7.5
Public liability	£5,000,000
Professional indemnity or medical malpractice (Sellers providing clinical, diagnostic or advisory services)	£2,000,000
Cyber and data liability (Sellers handling special category data)	£1,000,000
Employer's liability	statutory minimum
Goods in transit (Sellers shipping Products over £500 per Order)	full replacement value

17.2 Policies must be on an occurrence basis or, if claims-made, maintained with retroactive cover for the full term; must cover the UK; must not exclude your product categories; and must name Welzo Ltd as an indemnified party or include an indemnity-to-principals clause.

17.3 You will give us a certificate of insurance and relevant endorsements before your first Listing goes live or first Purchase Order or service is accepted, on each renewal, and within 5 Working Days of request. On request you will also give us evidence that each policy remains in force, that premiums due have been paid, and that the policy limits have not been materially eroded by claims. You will tell us immediately of any cancellation, non-renewal, reduction in cover, new exclusion, reservation of rights or other change that affects the cover this Agreement requires. We will apply these requirements proportionately to the Products and services you actually supply, and will agree in your Commercial Terms any adjustment appropriate to your activities.

17.4 These are minimum requirements and do not limit your liability.

18. Welzo's liability

18.1 Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for anything that cannot be limited or excluded by law.

18.2 Subject to clause 18.1, neither we nor any member of our group is liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for loss of profit, revenue, sales, business or contracts; loss of goodwill or reputation; loss of or damage to data; loss of anticipated savings; wasted expenditure; or any indirect, special or consequential loss, however arising and even if foreseeable.

18.3 Subject to clauses 18.1 and 18.2, our total aggregate liability to you for damages arising out of or in connection with this Agreement in any 12-month period will not exceed £10,000. This cap applies to claims for damages only. It does not limit our obligation to ensure settlement of Net Proceeds properly due under clause 12, or to pay undisputed and validly issued invoices for Products accepted under clause 11, each of which is a debt and not a damages claim.

18.4 Without limiting clause 18.2, and except where caused by our own negligence or wilful default, we are not liable for: unavailability, interruption, delay or error affecting the Marketplace, or any security incident, where we have maintained reasonable and industry-standard measures; failures of third-party e-commerce, payment, carrier or marketing services that we have selected with reasonable care; any act or omission of a Customer, carrier, payment provider or other third party outside our control; any decision about ranking, listing, categorisation, promotion, pricing display, suspension or removal made in accordance with this Agreement and the Operating Standards; any edit we make to Product Information in good faith and in accordance with the Operating Standards, provided we correct a material error promptly once you tell us of it; any remedy given to a Customer under clause 10.3 in accordance with the Returns Policy; or loss arising from your failure to keep your own records and backups.

18.5 Subject to clause 18.1, Welzo is not responsible for Supplier-attributable Product defects, supplied misinformation or the Seller's breach of its Customer contract. This does not exclude Welzo's own attributable breach, negligence, unlawful content or mandatory statutory responsibilities; any lawful damages cap and exclusions in this clause apply to those claims as written.

18.6 You will notify us in writing of any claim against us, with reasonable detail, as soon as reasonably practicable and in any event within 6 months of the date you became aware, or ought reasonably to have become aware, of the facts giving rise to it. If you notify later, our liability is reduced to the extent that the delay has prejudiced our ability to investigate, mitigate or defend the claim, and any claim not notified within 2 years of that date is waived.

18.7 You acknowledge that your Commercial Terms reflect the allocation of risk in this clause.

18.8 Third-party payments. We are not liable to you for any payment that is due from, delayed by or withheld by a third party, including a Customer, a payment service provider, a carrier or an insurer, except to the extent that the delay or non-payment results from our own breach of this Agreement.

18.9 Non-reliance. You confirm that in entering into this Agreement you have not relied on any forecast, projection, estimate of sales or traffic, statement about the Marketplace or other representation made by or on behalf of us that is not expressly set out in this Agreement or your Commercial Terms, and that you have taken your own commercial and legal advice. Nothing in this clause limits liability for fraud.

19. Suspension and termination

19.1 Suspension. We may suspend or restrict your account, any Listing, Product, settlement or Marketplace feature, in whole or part, where we reasonably consider that: you are or may be in breach of this Agreement, an Operating Standard or Applicable Law; a Product may be unsafe, non-compliant, counterfeit or infringing; a Regulator has raised a concern; there is a safety incident, recall or adverse-event report; fraud, manipulation of reviews, rankings or promotions, or abusive conduct is suspected; your performance is below the standards in Schedule A; your insurance, licence or registration has lapsed; an insolvency event has occurred or is threatened; or suspension is needed to protect Customers, the Marketplace, our reputation or our insurance or payment-partner position.

19.2 Reasons and review. Welzo shall provide the affected Seller with specific reasons on a durable medium before or at restriction or suspension where required, and before termination within the applicable notice period. Withhold reasons only to the extent a lawful statutory exception permits; do not disclose information prohibited by law, third-party confidential material or details compromising a legitimate investigation beyond what law requires. Sellers may seek clarification and review under Schedule E. Restore access or performance without undue delay where the ground is reversed or resolved, subject to continuing lawful restrictions.

19.3 Ending the Agreement on notice. Welzo may terminate for convenience on 30 days' written notice with reasons where required. Supplier may terminate on 30 days' notice, or 90 days where designated a key supplier in the agreed Commercial Terms. Individual delisting and restrictions remain subject to the applicable legal process. Accepted Orders continue only to the extent Welzo elects continuation under clauses 11.12 and 20.1; cancellation and advance reconciliation follow clause 11.12. Key suppliers provide parts and support for at least 24 months after the last Customer delivery, and for any longer agreed support period. No charge applies for an in-warranty remedy or breach-related remedial handover; other transition work follows agreed rates or reasonable evidenced direct costs approved in advance.

19.4 Termination for cause. Welzo may terminate for irremediable material breach, material breach not remedied within 7 calendar days of a notice specifying the breach, repeated material breach, fraud, counterfeiting, serious safety or security breach, loss of necessary authorisation, material false onboarding information or a materially adverse unapproved change of control. Insolvency-related rights apply only where lawful. Where applicable platform law requires at least 30 days' notice for full termination, that notice applies unless a specific statutory exception lawfully permits shorter or immediate termination, such as a qualifying legal obligation, imperative reason recognised by applicable national law or demonstrable repeated infringement within the statutory conditions. An ordinary breach or reputational concern is not automatically such an exception. Welzo may meanwhile take proportionate lawful suspension or safety measures under clauses 6.13 and 19.1.

19.5 Your right to end for cause. You may end this Agreement immediately by written notice if we commit a material breach that is not remedied within 30 days of your written notice specifying it.

19.6 Dormant accounts. We may close an account that has had no Listing, Order or Purchase Order for 6 months, after giving you 30 days' notice.

19.7 During a notice period. You will continue to fulfil accepted Orders and Purchase Orders and comply with this Agreement; we may stop accepting new Orders, hide Listings and hold settlement under clause 12.4.

20. After termination

20.1 On termination Welzo shall identify outstanding Orders and elect continuation or cancellation under clause 11.12, subject to Customer rights and safe continuity of regulated care. Cease new listings and use of Welzo Materials as directed; reconcile balances, return property and provide the handover under clause 20.7. Payment obligations remain due on their contractual dates unless lawfully accelerated for a specific reason. Cancellation, advance refunds and transfer of paid materials follow one consistent accounting under clause 11.12, without duplicate recovery. Confidential information is returned or deleted subject to lawful retention, outstanding performance and applicable data requirements.

20.2 After termination we may hold a reserve from Net Proceeds for up to 90 days after the last Order is fulfilled, limited to the amount we reasonably estimate is needed to cover refunds, payment disputes, Claims, recalls and other identified exposures from Orders placed before termination. We will tell you the amount and basis of the reserve in writing, review it monthly, release any part that is no longer needed, and continue to hold only the amount needed for an identified unresolved exposure beyond 90 days. The balance will be settled less any deductions properly made under clause 12.

20.3 You will continue to honour all warranties, returns, refunds, recalls and Customer-service obligations for Products sold before termination, whether by you or by us, for the full period required by Applicable Law and the relevant warranty.

20.4 Stock we have bought from you and hold at termination may, at our election, be sold through in the ordinary course, returned to you for credit where clause 11.8 applies, or retained.

20.5 We may keep and continue to display historical order records, reviews and archived Listing content, and may continue to use aggregated and derived data.

20.6 Termination does not affect accrued rights or remedies. Payment and reconciliation, warranties, returns, recalls, commissioned-asset rights, indemnities, applicable liability limits, confidentiality, data protection, records, dispute resolution and all provisions intended to survive continue for their applicable duration, including clauses 7.9, 10 to 18, 20 to 22 and 24 to 25 and the relevant Schedules.

20.7 Continuity. You will not withhold, in connection with any dispute (including a dispute about payment), any Customer's property, any safety, traceability, batch or compliance record, any tooling, artwork or material we have paid for, or any document we need to meet a legal or regulatory obligation or to serve Customers. On termination you will provide reasonable transition assistance for up to 90 days, including the transfer of such records and co-operation with any successor supplier, and your warranty, recall and Customer-service obligations continue under clause 20.3.

21. Records, audit and co-operation

21.1 Audit. We (or an independent auditor we appoint) may, on 5 Working Days' notice, or without notice where a safety, fraud or regulatory concern exists, inspect your premises, records, systems, processes, stock and supply chain to the extent relevant to this Agreement, and you will give reasonable access and assistance. We bear our own audit costs unless the audit reveals a material breach, in which case you reimburse them.

21.2 Information. You will give us, within 2 Working Days of request, any document, test report, certificate, licence, registration, supply-chain record or other information we reasonably need to assess the compliance of a Product or Listing, to respond to a Regulator, insurer, Customer or payment partner, or to meet our own legal obligations, including our due-diligence and traceability obligations as an online marketplace under UK product-safety and consumer law.

21.3 Regulators. Cooperate promptly and truthfully with lawful investigations, complaints and information requests. Consult Welzo before making a statement on its behalf or voluntarily disclosing its confidential information where practicable and lawful, but do not delay required reporting, professional candour, protected disclosures or a lawful request. Neither party may obstruct a Regulator or require concealment of a safety issue.

21.4 Records. Retain relevant commercial and traceability records for at least 6 years after supply and medical-device technical records for at least 10 years or the longer period applicable to the device. Clinical records follow applicable professional and legal requirements. Minimise and segregate personal data, maintain a lawful retention basis and do not treat this commercial-record requirement as permission to retain unnecessary Customer information. Preserve relevant evidence for live claims and lawful holds.

21.5 Monitoring. We may use test purchases, mystery shopping, automated monitoring and third-party compliance tools to check Listings and performance.

22. Protecting the customer relationship

22.1 We invest heavily in bringing Customers to the Marketplace and in building their trust. During the term and for 12 months afterwards you will not, directly or indirectly: use Customer Data obtained through the Marketplace to contact, market to or sell to Customers outside the Marketplace; include in any shipment, communication or packaging material inviting Customers to buy from you or anyone else directly; offer or give Customers an incentive to transact outside the Marketplace; or divert, or attempt to divert, Orders or enquiries away from the Marketplace.

22.2 During the term and for 12 months afterwards, you will not actively solicit for employment or engagement any Welzo employee or contractor who has worked on your account or on the Marketplace partnerships, catalogue or compliance functions, without our written consent. This does not prevent you from running general recruitment advertising not targeted at Welzo staff, or from engaging someone who responds to such advertising or who approaches you unsolicited.

22.3 During the term and for 12 months afterwards, you will not use information about our suppliers, cost prices, pricing formulas, merchandising, promotional calendar, best-sellers or Customer behaviour obtained through the Marketplace to compete with us or to help anyone else do so.

22.4 Welzo may seek appropriate injunctive relief for misuse of Customer relationships or confidential information; the court retains discretion. For proven diversion, recover evidenced lost net commission or net margin and reasonable investigation costs attributable to the breach. Any separately negotiated liquidated sum for defined systematic diversion must be proportionate to the legitimate interest protected and credited against damages for the same loss; no double recovery applies. A minor inadvertent breach promptly corrected may be dealt with by a warning without waiving Customer remedies, legal reporting or recovery of actual distinct loss. Unrelated independently obtained customers and lawful required communications are not prohibited by this clause.

23. Changes to this Agreement

23.1 Version control. This is Version 1.0, published 20 October 2026 and effective for each Supplier on valid acceptance under clause 1.2. Retain the exact agreed version, incorporated documents, acceptance record and effective date, together with later notices and acceptances. Records are evidence of agreement, subject to contrary evidence and Applicable Law; neither party may rewrite historical records or claim a later version applied earlier.

23.2 Amendments. Welzo may propose prospective amendments on a durable medium with the revised text and a clear explanation. Give at least 15 days' notice where platform-to-business rules apply, and a longer reasonable period where needed for technical or commercial adaptation or required by law; otherwise give reasonable notice, ordinarily 30 days for material adverse changes. Seller may terminate affected future activity before effectiveness as law permits. Continuing use constitutes acceptance only to the extent lawful and clearly communicated; obtain affirmative acceptance where required. No retrospective adverse amendment to accepted prices, accrued rights or incurred liabilities is permitted. Shorter notice applies only within a lawful exception, including a legal obligation preventing notice or an unforeseen and imminent qualifying security or fraud danger. Lawfully beneficial retrospective changes may be agreed. Material changes to negotiated core terms require the appropriate contractual consent.

23.3 Operating Standards and features. We may update the Operating Standards, and change, suspend, withdraw or replace any feature, channel, storefront, integration or functionality of the Marketplace, prospectively and with the notice Applicable Law requires. These updates may change how you perform (listing formats, integrations, packaging and evidence requirements, service processes) but may not change prices, liability or accrued rights, which are varied only under clause 23.2 or by Commercial Terms approved under clause 24.13.

23.4 Editorial corrections. We may correct spelling, numbering, formatting and cross-references without following clause 23.2, but only where the meaning of the provision and the parties' obligations are unchanged.

23.5 No retrospective reinterpretation. Nothing in this clause allows either party to apply a later version of this Agreement to events before its effective date, or to reinterpret an obligation that has already accrued.

24. General

24.1 Events outside our control. We are not liable for any failure or delay caused by events beyond our reasonable control, including failures of third-party platforms, carriers or payment providers, cyber-attack, pandemic, industrial action or action by a Regulator. Your obligations to pay and to comply with Applicable Law are not excused by such events.

24.2 Assignment. Supplier may not assign, charge, transfer or materially subcontract rights or duties without prior written approval, subject to expressly approved ordinary carriers and subprocessors. Welzo may assign its rights to a group company or purchaser of the relevant business on notice. Transfer of obligations requires a valid novation or other lawful mechanism and does not automatically release the original debtor or remove accrued Supplier rights. Approved subcontracting does not release the responsible party.

24.3 Subcontractors. You remain fully responsible for the acts and omissions of any manufacturer, supplier, carrier, fulfilment provider or other subcontractor you use.

24.4 Notices. Send formal contractual notices to Welzo at legal@welzo.com, copied to hello@welzo.com, or by tracked post to its registered office. Supplier notices go to its verified notices email or registered office supplied at onboarding. Email receipt is the next Working Day after transmission absent a delivery-failure notice, unless earlier acknowledged; notices must remain capable of storage and reproduction. Emergency contact and legal service rules take priority where applicable. Proceedings must be served by a legally permitted method under clause 25.4; ordinary email notice rules do not by themselves validate court service.

24.5 Entire agreement. This Agreement, including your Commercial Terms, is the entire agreement between us on its subject matter and supersedes all earlier discussions and representations. Neither of us has relied on any statement not set out in it, but nothing limits liability for fraud.

24.6 Waiver and remedies. No failure or delay in exercising a right is a waiver of it. Our rights and remedies are cumulative and in addition to any rights at law.

24.7 Severance. If any provision is held invalid or unenforceable it will be modified to the minimum extent necessary to make it enforceable, and the rest of the Agreement is unaffected.

24.8 Third-party rights. Members of our group and the Indemnified Parties may enforce the terms expressed to benefit them under the Contracts (Rights of Third Parties) Act 1999. No one else may enforce this Agreement, and we may vary or end it without any third party's consent.

24.9 Relationship. No partnership, joint venture, employment or general agency is created. Specific limited administrative authorities expressly stated for refunds, payment instructions or tax declarations apply only for their lawful defined purpose and do not change statutory roles or authorise regulated activity without a lawful basis.

24.10 Electronic acceptance. Electronic signatures and affirmative electronic acceptance may bind the identified business where lawful. Retain the business identity, representative, acceptance wording, version, date, time and document copy. Use additional signatures, deeds, local formalities or separate instruments where required for guarantees, security, intellectual property or overseas enforcement. A unilateral system record is not conclusive against credible contrary evidence.

24.11 Language. This Agreement is in English. Any translation is for convenience only.

24.12 Costs. Each of us bears our own costs in connection with this Agreement unless it says otherwise.

24.13 Authority. Only a Designated Representative of Welzo, meaning a director or a person we have notified to you in writing as authorised for this purpose, may approve an amendment to this Agreement or your Commercial Terms, waive a right, agree compensation or a credit, or vary payment or settlement terms. Messages from our support, partnerships, catalogue or operations teams in the ordinary course do not amend this Agreement or your Commercial Terms, and you may not rely on them as doing so.

24.14 No precedent. A concession, waiver, late or non-enforcement, goodwill payment, discretionary refund or other departure from this Agreement that we grant on one occasion applies to that occasion only, must be expressly identified as such to be effective, and does not amend this Agreement, establish an ongoing entitlement, or prevent us from enforcing the relevant provision in future.

25. Governing law and disputes

25.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter is governed by the law of England and Wales. This choice does not displace any mandatory consumer, product, data protection or other law of a destination outside England and Wales that applies to a particular Order regardless of the governing law.

25.2 Dispute resolution. Senior representatives shall attempt resolution within 20 Working Days of written escalation, without delaying Customer remedies, regulatory action, urgent relief or proceedings necessary to preserve rights. Marketplace complaints and mediation follow Schedule E. Welzo is willing to engage in good faith with mediation through CEDR or the Chartered Institute of Arbitrators under their applicable procedures, subject to availability, conflicts and lawful appointment. Where applicable platform law requires identification of mediators or good-faith participation, this commitment is not solely at Welzo's option. The parties may agree another independent mediator. Nothing makes a mediated settlement binding before agreement or prevents access to competent courts.

25.3 Subject to clause 25.2, the courts of England and Wales have exclusive jurisdiction, except that we may bring proceedings to enforce this Agreement or recover sums due in any jurisdiction where you have assets or are established.

25.4 Service of proceedings. Court documents must be served by a method permitted by the relevant procedural rules, applicable treaties and any valid service agreement. Email service may be used where validly agreed and permitted. An overseas Supplier shall, if reasonably required before material exposure is accepted, separately appoint an agent for service in England and Wales who accepts that appointment in writing and provide its details. A UK Responsible Person or product representative is not automatically appointed as litigation agent by this Agreement.

Schedule A – Service standards

These service standards apply where relevant to the approved supply. Welzo may review poor performance proportionately and agree corrective action; urgent safety, fraud, security and legal measures may take effect without prior warning where lawful. Metrics do not excuse individual Customer remedies. Any shorter mandatory deadline prevails.

Metric	Standard
Order accepted or declined	Within 1 Working Day
Seller-caused cancellations (stock-outs)	Below 2% of Orders
Dispatch of in-stock items	Within 1 Working Day of acceptance; 98% on time
Tracking uploaded	At dispatch, every Order
Late delivery (beyond promised window)	Below 5%
First response to Customer enquiry	Within 1 Working Day; 95%
Return actioned	Within 2 Working Days of receiving the goods
Refund issued	Operational target: issue an authorised refund within 5 Working Days of the applicable trigger, without exceeding the legal deadline. For cancellable goods where the trader has not offered collection, reimburse without undue delay and no later than 14 calendar days after receipt of the goods or evidence of return, whichever is earlier. Where the trader has offered collection, or for other applicable cancellations, reimburse without undue delay and no later than 14 calendar days after notice of cancellation. For an agreed Consumer Rights Act refund, reimburse without undue delay and within 14 calendar days after agreement that the Customer is entitled to it. Apply any shorter legal rule and the correct rules for services, digital content and regulated activities.
Stock file accuracy	Updated at least every 4 hours, or in real time via API
Product Information accuracy	No Listings with unapproved claims; errors corrected within 1 Working Day of notice
Defect or damage rate	Below 1% of units delivered
Payment dispute rate	Below 0.5% of transactions
Low-rating reviews attributable to the Seller	Below 5%
Safety and regulatory notifications	Immediately, and no later than 24 hours or any shorter statutory deadline (clause 6.6)
Document requests (clauses 5.4 and 21.2)	Within 2 Working Days
Wholesale: Purchase Order confirmed	Within 2 Working Days
Wholesale: on-time, in-full delivery	97% of Purchase Orders

Schedule B – Product restrictions

Schedule B restrictions are contractual platform requirements as well as any legal restrictions expressly identified. Amendments follow clause 23 and urgent protective action follows clause 6.13. A contractual restriction is not a representation that every listed substance or product is unlawful in all circumstances. Any additional notified restriction must be supplied in durable written form.

Part A – Not permitted

• Products that are unlawful to sell to UK consumers, or whose sale requires a licence or registration you do not hold
• Medicines, veterinary medicines or regulated healthcare services supplied without the licences, registrations, approved pathway and provider agreements applicable to that activity; and unlawful public advertising of prescription-only or otherwise restricted products. Approved referral and regulated services follow clause 7.7 and Schedule D.
• Unlicensed products making medicinal claims, and borderline products the MHRA has determined to be medicinal
• Products unlawfully containing controlled, prohibited or unauthorised substances, unauthorised novel foods or ingredients above applicable legal limits; any additional sports-doping restriction expressly notified as a platform rule. An anti-doping list is not itself a general law prohibiting retail sale.
• Glandular or hormone-derived ingestible products, ingestible metals and minerals outside permitted forms, and any ingredient on the restricted-ingredient list in the Operating Standards
• Products with undeclared, mislabelled or adulterated ingredients; products past or within 3 months of expiry; products with damaged or tampered packaging
• Counterfeit, replica, grey-market, diverted, relabelled or repackaged goods, and goods with security or anti-tamper features removed
• Recalled products, products subject to a safety notice, and products you know or should know are unsafe
• Medical devices without valid conformity marking, a Declaration of Conformity and (where required) MHRA registration; self-tests for conditions where UK law restricts self-testing
• Light-emitting devices outside the classification and evidence approved for the category; electrical or connected products missing the conformity, plugs, security information or other requirements actually applicable to their model and approved territory.
• Mobility products without mandatory user information, weight limits and, for powered products, compliant batteries and chargers
• Products containing substances restricted under UK REACH beyond permitted limits
• Age-restricted or otherwise restricted categories without Welzo approval and the required lawful controls; categories excluded by the applicable payment arrangement after the exclusion has been notified; and unrelated categories not approved for the Marketplace.
• Content that disparages or targets any individual or group, or that promotes disordered eating, self-harm or extreme dieting

Part B – Permitted only with our prior written approval

Category	Required before approval
Stimulant-based and thermogenic sports nutrition	Banned-substance testing by a recognised programme; stimulant levels within UK guidance; confirmation of insurance cover for the category; approved claim wording
Supplements with claims in the sensitive areas listed in the Operating Standards	Pre-approval of all claim wording against the authorised claims register; substantiation file
Meal replacements and total diet replacement products	Compliance with the relevant retained composition and labelling rules; no claims about the rate or amount of weight change
Regulated healthcare referral partners (clause 7.7)	Signed referral agreement; registrations, licences and accountable professionals required by clause 7.7(c); our approval of all consumer-facing content
Genetic, fertility and infection-screening tests	Confirmation of lawful self-test status or an accredited laboratory pathway; results-support arrangements; data-protection review
Class 3 mobility scooters and powered wheelchairs	Pre-delivery inspection process; DVLA registration information; home-demonstration or assessment offer
Stairlifts, hoists, bath lifts and other installed equipment	Installer qualifications and insurance; survey and installation terms; after-sales service
Medical-purpose light, electrotherapy and microcurrent devices	Medical device conformity documents; contraindications in Product Information; approved efficacy wording
Products for infants, children or pregnancy	Age-appropriate formulation evidence; compliant labelling; safety assessment
Products supplied under our name	Commercial Terms; approved artwork; responsible-person confirmation
Products shipped direct to Customers from outside the UK	Responsible person, importer or other economic operator appointed where required for the Product and territory; delivered-duty-paid shipping; UK VAT registration where required

Schedule C – Data processing terms

1. Roles by activity. The following describes the default intended roles for the stated activity, subject to actual purposes, means and legal obligations under clause 14.1. Confirm any variation in writing before processing; a table label does not override the facts. A joint-controller activity requires an appropriate separate allocation before commencement.

Activity	Data	Intended role	Terms
Fulfilling your own Marketplace Orders	Name, delivery address, contact details, order contents	Independent controller (for fulfilment, returns, warranty and legal compliance only)	Part 1A below
Honouring your own warranty or repair obligations to a Customer	As above plus fault and service history	Independent controller	Part 1A below
Dispatching, storing or returning our Wholesale stock on our instructions	Name, delivery address, contact details, order contents	Processor	Part 2 below
Handling Customer enquiries or returns on our behalf through our tools	Customer contact details and correspondence	Processor	Part 2 below
Capturing or storing a VAT-relief eligibility declaration	Name, declaration, condition category	Independent controller (your statutory record)	Part 1A and Part 3 below
Reporting test results or health data through a Welzo integration	Health data, identifiers	Determine by actual control; generally independent controller for clinical results and records. Processor only for an identified activity solely on Welzo instructions.	Controller: Parts 1A and 3; identified processor activity: Parts 2 and 3
Receiving a referral enquiry as a regulated healthcare partner (clause 7.7)	Contact details and enquiry	Independent controller (your own service)	Part 1A and Part 3 below

1A. Independent controller terms. Where you are an independent controller you will: process the data only for the purpose for which it was shared and for legal compliance; provide your own privacy information where required; not keep it for longer than 12 months after the Order (or longer only where a warranty, recall, statutory record or legal obligation requires); not transfer it outside the UK without an adequacy decision or appropriate safeguards; not use it for marketing or profiling; and tell us within 24 hours of any personal data breach affecting it so that we can meet our own obligations to Customers.

2. Processor terms. For an activity performed solely on Welzo instructions, the following Article 28 terms apply. Subject matter is storage, dispatch, delivery, returns and support for Welzo Orders; purpose is performance of those services; nature comprises receipt, access, recording, organisation, use, disclosure to approved recipients, return and deletion. Duration is the service period and the agreed lawful return/deletion period. Data subjects are Customers, recipients and their authorised contacts. Data comprises names, delivery and contact details, order contents, tracking, return and support records. Full card details, identity documents, health results and other special category data are excluded unless expressly authorised in a separate written processing instruction stating purpose, lawful conditions, categories, recipients, duration and safeguards. Confirm actual processing and access countries and approved subprocessors before access; no restricted international access or transfer is authorised merely by this Agreement.

1. You process personal data only on our documented instructions, including as to international transfers, unless the law requires otherwise (in which case you tell us first unless prohibited).

2. You ensure that everyone authorised to process the data is bound by confidentiality.

3. You implement appropriate technical and organisational security measures, including as a minimum: access controls and least privilege; encryption in transit and at rest; multi-factor authentication for all accounts with access to Customer Data; logging and monitoring; secure deletion; regular patching; and staff training. Sellers handling special category data must hold Cyber Essentials Plus or ISO 27001 (or an equivalent acceptable to us).

4. You do not engage a sub-processor without our prior written authorisation, flow down equivalent terms, and remain fully liable for sub-processors.

5. You assist us in responding to data-subject requests and in meeting our obligations on security, breach notification, impact assessments and consultation with the ICO.

6. Notify Welzo without undue delay and in any event within 24 hours after awareness of a breach affecting its data, provide available facts and rolling updates, contain the incident and preserve evidence. Assist Welzo in assessing whether regulator or individual notification is required and meeting the applicable deadlines. Forward rights requests within 2 Working Days and do not respond for Welzo without authority unless legally required.

7. At Welzo's election, return or securely delete its personal data within 30 calendar days after the processing ends and certify completion, unless law requires specified retention. Isolate legally retained data, restrict use and delete protected backups on the documented cycle. No unrelated payment dispute permits withholding the data.

8. You make available all information necessary to demonstrate compliance and allow for and contribute to audits by us or our auditor.

3. Special category data. Health, biometric and eligibility data must be processed under an Article 9 condition identified in writing, kept separate from other data, protected by enhanced access controls, and never used for any purpose other than the specific service for which it was collected.

4. Marketing. Receiving an Order is not consent to marketing. Neither party may use Customer data obtained through the relationship for independent marketing without a lawful basis, required transparency and any consent required by electronic-marketing law. Supplier may not collect diversion consents through Welzo fulfilment or support activity; independently obtained contacts remain subject to law and clause 22.

5. Liability. Breach of this Schedule is a material breach and is covered by the indemnity in clause 16.1.

Schedule D – Regulated healthcare providers

1. Scope and priority. This Schedule applies to a regulated provider designated in its Commercial Terms as performing one or more of the following in connection with Customers introduced through Welzo: clinical assessment, prescribing, dispensing, supply of licensed products, diagnostic testing or laboratory analysis, results reporting, or fulfilment of such services ("Regulated Services"). It does not apply to a provider that receives referrals only. Only the paragraphs relevant to the Regulated Services actually provided apply. Where a separate signed services or referral agreement governs the Regulated Services, that agreement must be executed before the provider is activated, and it prevails over this Schedule on the matters it expressly covers; this Schedule applies to everything else.

2. Welzo's role. The parties must record the actual regulated and non-regulated functions of each entity before activation. Technology, introductions and administration do not authorise Welzo to make clinical decisions, prescribe or dispense. No role disclaimer overrides activities actually undertaken or the registrations required for them. Operational instructions remain subject to clause 9.10 and independent clinical judgment.

3. Responsible entities and professionals. The provider will identify in writing the legal entity responsible for each Regulated Service, its registration numbers, its Superintendent Pharmacist, Responsible Pharmacist or equivalent accountable professional, and every registered professional who will deliver the service, and will keep this information current.

4. Registrations and licences. The provider will hold and maintain every registration, licence and accreditation the Regulated Services require, including GPhC (or PSNI) premises registration where medicines are supplied, prescriber registration with the relevant professional regulator, any wholesale dealer's licence, MHRA registrations for devices, and UKAS accreditation to ISO 15189 (or an equivalent acceptable to us) for laboratory services, and will give us evidence on request.

5. Independent clinical judgment. Every clinical decision, including whether to prescribe, supply, test or decline, is made solely by the provider's registered professionals in the exercise of their independent judgment, in accordance with their professional standards and Applicable Law. The provider will decline or defer any service where that judgment, safety or the law requires it, whatever the commercial consequence.

6. Identity, eligibility and information checks. Before providing a Regulated Service the provider will verify the Customer's identity and age, confirm eligibility for the service, obtain and check the clinical and other information its professional standards require, and apply clause 9.8. The provider will not rely on information passed through the Marketplace without its own verification.

7. Dispensing and supply. Products will be dispensed, supplied and delivered in accordance with the Human Medicines Regulations 2012, GPhC standards and guidance on online and distance supply, with appropriate labelling, patient information, tamper-evident and temperature-controlled packaging where required, and delivery methods appropriate to the product.

8. Lawful sourcing. All products supplied will be obtained only from licensed wholesalers or manufacturers within the legitimate supply chain, with full traceability and compliance with falsified-medicines safeguards.

9. Safeguarding. The provider will maintain and follow safeguarding policies appropriate to the Regulated Services, including for children and vulnerable adults, and will escalate concerns in accordance with those policies and Applicable Law.

10. Records. The provider will keep complete clinical, dispensing, testing and supply records as its professional standards and Applicable Law require, and will retain them for the required period. Clinical records belong to the provider and are not shared with us except as Schedule C permits.

11. Adverse events and incidents. The provider will report adverse events, errors, near misses and incidents to the relevant Regulator and scheme (including the Yellow Card scheme) as required, and will notify us under clause 6.6.

12. Complaints. The provider will operate a complaints procedure meeting its professional standards, will handle complaints about Regulated Services itself, and will tell us about any complaint that concerns the Marketplace or that may give rise to a Claim.

13. Results escalation and continuity of care. Where the provider reports test results or clinical findings, it will escalate abnormal or urgent results to the Customer and, where appropriate, to the Customer's GP or emergency services, within clinically appropriate timescales. The provider will ensure continuity of care if it ceases to provide a Regulated Service, including appropriate notice to Customers, transfer or retention of records, and completion or safe handover of treatment in progress.

14. Indemnity and insurance. The provider indemnifies us under clause 16 for all Claims arising from the Regulated Services, and will hold professional indemnity or medical malpractice insurance, and product liability insurance for products it supplies, at the levels in clause 17 or any higher level its professional regulator requires.

Schedule E Operating standards, seller complaints and marketplace disclosures

E1 Application and activation. These are the baseline Operating Standards. Additional category requirements, pricing, addresses, processing details or technical interfaces must be communicated and agreed where this Agreement requires before relevant work begins. No new marketplace relationship, regulated service, bespoke production or materially different processing may be activated on an incomplete agreement about its essential commercial, legal, safety or data arrangements. An accepted wholesale Purchase Order may itself record the relevant goods, price, delivery and payment terms. Supplier-specific Commercial Terms may be private, but mandatory Customer and marketplace disclosures must still be made.

E2 Listing and evidence. Provide the information required by clauses 5 to 7, including legal seller identity and contact details, applicable responsible economic operators, classification, approved destinations, specifications, truthful claims, directions, warnings, prices, taxes and stock. Supply a risk-appropriate compliance dossier before activation and on renewal or material change. Do not publish claims, approvals, certification or endorsements that the evidence does not support. No requirement in an unpublished document is assumed to have been accepted.

E3 Packaging and dispatch. Use protective packaging suited to the goods, traceable carrier documentation and legally required safety and trader information. Maintain serial or batch links between stock and Orders. Do not insert diversion promotions. Notify inability to meet an accepted commitment immediately, preserve dispatch and delivery evidence and maintain the Schedule A stock and response standards.

E4 Returns and custody. Give Welzo clear collection and return instructions, maintain a secure tracked process and provide dated fault and condition evidence. No statutory remedy depends on an original carton or unapproved diagnostic fee. Do not dispose of Customer or Welzo property solely because a commercial time target expires. No charge is payable without the approval and rate basis required by clause 12.11. For Supplier-attributable faults, Customer rights and the approved repair deadlines prevail.

E5 Costs and operational directions. Additional service rates, charging triggers and internal cost-recovery rates must be supplied and agreed or validly notified before the relevant obligation applies. Without a pre-agreed internal rate, recover only reasonable, evidenced attributable direct costs under this Agreement; do not invent a retrospective tariff. Directions, category restrictions and emergency action must be lawful, proportionate and consistent with the agreed Specifications.

E6 Seller complaints. A Seller may complain about Welzo service, alleged non-compliance, restrictions, payment reconciliation or decisions by emailing hello@welzo.com with the subject Seller Complaint, its legal name, affected Orders or Listings, grounds, evidence and requested remedy. Copy legal@welzo.com for a formal contractual dispute. Welzo shall acknowledge within 2 Working Days, investigate fairly without charging an internal complaint fee, permit relevant clarification and aim to give a reasoned response within 15 Working Days. If more time is reasonably needed, explain the reason and expected date. Urgent safety, customer-care and payment deadlines continue. A complaint must not itself lead to retaliation.

E7 Review and mediation. A Seller may request review by a director or appropriate manager not responsible for the original decision where reasonably practicable. Supply reasons and restore access promptly where the decision is reversed, subject to lawful restrictions. For unresolved matters, Welzo is willing to engage in good-faith mediation through CEDR (https://www.cedr.com/mediation-services) or an independent mediator appointed through the Chartered Institute of Arbitrators Dispute Appointment Service (https://www.ciarb.org/dispute-services/dispute-appointment-service/). The specific mediator must accept appointment and be free of relevant conflicts; the parties may agree another mediator. Allocate costs as agreed or required by applicable platform law, taking relevant circumstances and any mediator proposal into account. This does not exclude statutory rights or court access. Publish any complaint statistics that law requires.

E8 Marketplace Disclosure before launch. Before accepting direct Seller Orders, Welzo must provide a durable written description of the actual main ranking parameters and their relative importance, any direct or indirect paid-placement effect, ancillary services and any differentiated treatment of Welzo or controlled sellers. The disclosure must accurately describe the service provided. Explain operational and contractual access by each party to personal and other data, authorised third-party access and post-termination access. Supplier can access its transaction, settlement and performance records reasonably needed for fulfilment, reconciliation and surviving obligations, subject to privacy and security; unrelated seller data and protected algorithms are not disclosed. State any limitations accurately before acceptance. This pre-activation disclosure is part of the Agreement and changes follow clause 23.

E9 Onboarding record. Before relevant activation retain the verified Supplier entity, authorised representative, accepted Agreement version, approved Products and territories, trading model, legal customer seller, payment-provider arrangement, prices or commissions, settlement cycle, addresses, operational and safety contacts, insurance and compliance evidence. Record relevant processing locations and subcontractors, any required guarantee and the actual regulated-service pathway. No omission is cured by a false assumption that every supplier has the same role. Welzo may decline activation or further exposure until sufficient evidence and essential terms are agreed.

Schedule F Private label manufacturing and commissioned work

F1 Agreed baseline. Before bespoke production, agree the Product code and version, formula or bill of materials, tolerances, approved ingredients and suppliers, manufacturing sites, packaging and artwork, samples, test methods, acceptance criteria, destination compliance and quality-release process. Record quantities, milestones, lead times, price, tooling ownership and any expressly agreed exclusivity. Supplier must flag unsafe or unlawful requirements before work begins. A forecast is not a minimum purchase or permission to incur unapproved costs.

F2 Samples testing and batch release. Produce approved pre-production samples and supply batch-specific release records. Test relevant identity, potency, contamination, stability, electrical, optical, thermal, mechanical or other risks appropriate to the Product. Maintain risk-appropriate retention samples and technical records. Do not release a failed or materially changed batch without lawful written approval and corrective evidence. Welzo may arrange independent inspection and retesting without waiving later defect claims.

F3 Change control. Clause 11.10 applies to every relevant formulation, component, process, factory, label, firmware and packaging change. Notify the proposed effect on safety, efficacy claims, conformity, shelf life, cost and lead time before approval. Do not substitute inferior or unapproved materials, exceed agreed tolerances, charge for unauthorised overruns or sell rejected goods as conforming stock.

F4 Ownership and transfer. Identify bespoke Commissioned Assets and any Supplier background rights before incorporation. Execute the assignments and procure creator and subcontractor rights required by clause 7.9(f). Protect paid physical tooling, label it as Welzo property, maintain it and supply inventories and editable files. Disclose third-party licences and obtain rights sufficient for the agreed use and transfer before charging Welzo for deliverables. The background licence covers lawful replacement manufacture and repair of the agreed Products following any end of the relationship and does not grant unrelated Supplier technology.

F5 Advances and cancellation. Apply clauses 11.11 and 11.12 with an expenditure ledger and identifiable paid materials. No trust, charge, escrow or insolvency priority is assumed without an effective separately executed arrangement. Supplier must procure necessary warehouse acknowledgments and local documents for paid assets where agreed. Reconcile continued and cancelled Orders separately and credit the value of transferred paid assets consistently.

F6 Brand protection and continuity. Do not sell or supply Welzo-branded rejects, overruns or copies to third parties, or use paid tooling and bespoke assets for another customer without permission. Account for branded materials and lawfully dispose of unusable stock as instructed. Provide reasonable technical transfer, documentation, parts and support under clauses 19 and 20. Exclusivity, territorial restraints and restrictions on generic competing products require separate express lawful agreement; no blanket exclusivity is implied.