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Terms & Conditions

BACKGROUND:

THE SUPPLIER WISHES TO APPOINT THE PRACTITIONER FOR THE NON-EXCLUSIVE PROMOTION AND SALE OF THE PRODUCTS WITHIN THE AGREEMENT, AND THE
PRACTITIONER WISHES TO PROMOTE AND SELL THE PRODUCTS TO ITS CUSTOMERS ON THE TERMS OF THIS AGREEMENT.

1. AGREED TERMS
1.1. DEFINITIONS AND INTERPRETATION
THE DEFINITIONS AND RULES OF INTERPRETATION IN THIS CLAUSE APPLY IN THIS AGREEMENT AND THE BACKGROUND:

Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

HPLC
High Performance Liquid Chromatography:

Kits
the blood collection kits;

Marketing Literature
the authorised marketing information described in clause 4;

Order
the form of order for Products as agreed between the parties from time to time;

Practitioner
the person or firm who purchases the Products from the Supplier;

Price
the price as agreed between the parties from time to time;

Products
the Kits and the Testing Services provided by the Supplier to the Practitioner;

Product Guidelines
the guidelines for using the kits provided by the Supplier described in clause 5 and as amended by the Supplier
from time to time;

Results
the results produced by the Supplier of any Testing Services included within the Products;

Supplier
YorkTest Laboratories Limited, incorporated and registered in England and Wales with company number
03570476 whose registered office is at Genesis 3 York Science Park York YO10 5DQ;

Testing Services
any testing services supplied as part of the Products, to include those described in clause 5;

VAT
value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax;

VAT Group
a group for the purposes of sections 43 to 43D (inclusive) of the Value Added Tax Act 1994 and the Value Added
Tax (Groups: eligibility) Order 2004 (SI 2004/1931)

1.2 We reserve the right to change these terms and conditions at any time. Any such changes will take effect
when posted on the Lorisian website and it is your responsibility to read the terms and your continued use of the
Products shall signify your acceptance to be bound by the latest terms and conditions

1.3 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement

1.4 A person includes a natural person, corporate or unincorporated body whether or not having separate legal
personality

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and
however incorporated or established

1.6 Words in the singular shall include the plural and vice versa

1.7 A reference to one gender shall include a reference to the other genders

1.8 A reference to any party shall include that party’s personal representatives, successors or permitted assigns

2. BASIS OF AGREEMENT

2.1. These conditions apply to the Agreement to the exclusion of any other terms that the Practitioner seeks to
impose or incorporate, or which are implied by trade, custom, practice or course of dealing

2.2. The Agreement constitutes the entire agreement between the parties. The Practitioner acknowledges that it
has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is
not set out in the Agreement

2.3. The Practitioner confirms that they will attend, via an online webinar or similar, and provided for by the
Supplier, at least one introductory training event. Per clause 2.9, the Practitioner shall ensure that they have
attended the how to conduct a consultation training webinar, provided for by the supplier

2.4. Each order for the Kits shall be deemed to be a separate offer by the Practitioner to purchase Products on
the terms of this Agreement, which the Supplier shall be free to accept or decline at its absolute discretion

2.5. The Practitioner shall only use the Lorisian brand of the Supplier when engaging with the Supplier. The
Practitioner shall not look to utilise, exploit or access other brands of the Supplier without their written consent

2.6. No order for the Kits shall be deemed to be accepted by the Supplier until it has notified the Practitioner by
email of its acceptance

2.7. Risk in the Kits shall pass on delivery to the Practitioner

2.8. Following receipt of the Results, the Practitioner undertakes to distribute the Results and relevant Marketing
Literature to its customer(s) as soon as reasonably practicable but in any event no later than three business days
after its receipt of the Results

2.9. The Practitioner shall provide professional nutritional support to their customer in conjunction with their
results. If the Practitioner is unable or not willing to provide their customer with professional nutritional support
then they will refer the customer to the Supplier to provide the service at an additional Price to the Practitioner

2.10. Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or
illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an
approximate idea of the Products described in them. They shall not form part of the Agreement or have any
contractual force

3. DELIVERY

3.1. The Supplier shall ensure that each delivery of the Products is accompanied by a delivery manifest which
shows the date of the Order, all relevant Practitioner and Supplier reference numbers, the type and quantity of
the Products (including the code number of the Products, where applicable), and, if the Order is being delivered
by instalments, the outstanding balance of Products remaining to be delivered

3.2. The Supplier shall deliver the Products and Results to the location set out in the Order or such other location
as the parties may agree from time to time

3.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The
Supplier shall not be liable for any delay in delivery of the Products

3.4. The Supplier shall have no liability for any failure to deliver the Products to the extent that such failure is
caused by a Force Majeure Event or the Practitioner’s failure to provide the Supplier with adequate delivery
instructions or any other instructions that are relevant to the supply of the Products

3.5. The Supplier may deliver the Products by installments. Each installment shall constitute a separate
Agreement. Any delay in delivery or defect in an installment shall not entitle the Practitioner to cancel any other
installment

4. ADVERTISING AND PROMOTION
THE PRACTITIONER SHALL:

4.1. Arrange, at its own expense and liability, the implementation of any advertising or promotion programme

4.2. Not use any advertising materials or promotional literature that has not either been provided by the Supplier
directly or authorised in writing by the Supplier to include but not limited to the recommended retail price

4.3. Actively use and promote the use of the marketing literature in promoting the Products

4.4. Display advertising materials and other signs provided or approved by the Supplier

4.5. Observe all directions and instructions given to it by the Supplier for promotion and advertisement of the
Products

4.6. Not make any written statement as to the quality or manufacture of the Products without the prior written
approval of the Supplier

4.7. The Practitioner shall not sell, advertise or promote the Products on any website without the written consent
of the Supplier

5. PRODUCTS AND QUALITY
Food Specific IgG Testing:

5.1. The food specific IgG testing Kits provided by the Supplier shall meet Article 12 of the Medical Device
Directive 93/42/EEC. All individual medical devices possess CE marking and are used according to their
indications for use

5.2. The Supplier will analyse blood samples that have been collected using the food specific IgG testing Kits.
The Supplier will use the defined and CE marked YorkTest Laboratories’ IgG food intolerance test which uses the
enzyme linked immunosorbent assay (ELISA) method to detect IgG antibodies in the blood sample which
recognise and bind to purified food antigens. The ELISA method used for the test will be manufactured and
quality controlled to standard operating procedures ensuring production and use of product with related
supporting clinical data [Hardman, G. and Hart, G. 2007: Dietary advice based on food-specific IgG results.
Nutrition and Food Science 37, 16-23].
Quality control samples will be run with each test sample to confirm that the assay system is working correctly.
Results will not be issued unless Quality Control samples have passed the Supplier’s defined specifications.

5.3. Qualitative results will be provided with results for each IgG food reaction categorised into ‘no reaction’,
‘borderline’ or ‘reaction’.

Homocysteine Testing:

5.4. The Supplier will provide Homocysteine Kits which will include a propriety plasma separator device

5.5. The Supplier will test for Homocysteine using HPLC

5.6. The Supplier warrants that on delivery all Homocysteine Kits shall:

5.6.1. Conform in all material respects with their description;

5.6.2. Be free from material defects in design, material and workmanship; and

5.6.3. Be fit for any purpose held out by the Supplier

5.7. The Supplier shall not be liable for a Kit’s failure to comply in any of the following events:

5.7.1. The defect arises because the Practitioner failed to follow the Supplier’s oral or written instructions as to
the storage, commissioning, installation, use and maintenance of the Kit or (if there are none) good trade practice
regarding the same;

5.7.2. The Practitioner alters or repairs the Kit without the written consent of the Supplier;

5.7.3. The defect arises as a result of willful damage, negligence, or abnormal storage by the Practitioner; or

5.7.4. The Kit differs from their description as a result of changes made to ensure they comply with applicable
statutory or regulatory requirements

5.8. These conditions shall apply to any repaired or replacement Kits supplied by the Supplier

6. PRICE AND PAYMENT

6.1. The Price of the Products shall be the price set out by the Supplier from time to time

6.2. The Supplier may increase the Price of the Products, by giving a minimum of 10 Business Days’ notice to the
Practitioner

6.3. The Price of the Products is exclusive of amounts in respect of value added tax (VAT). The Practitioner shall,
on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT
as might be chargeable on the supply of the Products

6.4. The Practitioner shall pay in full and in cleared funds, with time of payment being of the essence

6.5. Failure to make payment could mean that Kits will not be dispatched until payment has been received in full
by the Supplier

6.6. Failure to make payment will mean any Testing Services for the Practitioner, as described in 5.2 and 5.5, do
not take place

6.7. If the Practitioner fails to make any payment due to the Supplier under the Agreement (due date), then the
Practitioner shall pay interest on the overdue amount at the rate of 8% per annum above Barclay’s Bank base
rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual
payment of the overdue amount, whether before or after judgment. The Practitioner shall pay the interest
together with the overdue amount

6.8. The Practitioner shall pay all amounts due under the Agreement in full without any deduction or withholding
except as required by law and the Practitioner shall not be entitled to assert any credit, set-off or counterclaim
against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier
may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the
Practitioner against any amount payable by the Supplier to the Practitioner

7. LIMITATION OF LIABILITY

7.1. Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

7.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or Sub
Contractors (as applicable);

7.1.2. fraud or fraudulent misrepresentation;

7.1.3. breach of the terms implied by section 12 of the Sale of Products Act 1979;

7.2. Subject to clause 7.1:

7.2.1. the Supplier shall under no circumstances whatever be liable to the Practitioner, whether in agreement, tort
(including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or
consequential loss arising under or in connection with the Agreement; and

7.2.2. the Supplier’s total liability to the Practitioner in respect of all other losses arising under or in connection
with the Agreement, whether in agreement, tort (including negligence), breach of statutory duty, or otherwise,
shall in no circumstances exceed the price of the Products

8. Recording of Adverse Incidents

8.1. The Practitioner must report to the Supplier any serious incident that arises from the use of Supplier’s
Products, whether as a result of using the blood collection kit, or due to the test results provided. Incidents which
apply include those leading to the death or serious deterioration in the state of the health of a user, or an incident
that indicates the potential for death or serious deterioration of the state of health of the user or other person
should the incident reoccur. The incident must be reported to the Supplier within 2 days of the Practitioner
becoming aware of the incident

8.2 The Practitioner must compile and maintain the following to be provided to the Supplier on request
• Records of reported problems relating to the use of the blood collection kit, including
customer complaints
• Records of reported problems relating to the test results provided, including customer
complaints
• Records of all actions taken by the Practitioner in response to the said complaints

9. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the
extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event
beyond a party’s reasonable control, which by its nature could not be foreseen, or if it could have been foreseen,
was unavoidable

10. GENERAL

10.1. The Practitioner may not assign, transfer, charge, sub contract deal in any other manner with all or any of
its rights or obligations under the Agreement without the prior written consent of the Supplier

10.2. If any court or competent authority finds that any provision of the Agreement (or part of any provision) is
invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be
deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected

10.3. A person who is not a party to the Agreement shall not have any rights under or in connection with it

10.4. Except as set out in these Conditions, any variation to the Agreement, including the introduction of any
additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier

10.5. The Privacy Policy of the Supplier details how data will be processed by them. The Practitioner is expected
to have adequate policies and processes that are equivalent to the UK Data Protection Act 1998 or any
subsequent Data Protection legislation in England and Wales

11. GOVERNING LAW AND JURISDICTION

11.1. The Agreement shall be governed by, and construed in accordance with, English law, and the parties
irrevocably submit to the exclusive jurisdiction of the courts of England and Wales