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EverWell Health Referral Partner Agreement

 

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

EverWell Health

 

EverWell Health LTD

Registered Address:

3rd Floor, 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE

Email: info@everwellhealth.co.uk

 

and

 

Partner Name: __________________________

Business Name (if applicable): __________________________

Address: ____________________________________________

Email: ______________________________________________

Phone: ______________________________________________

​

Together referred to as “the Parties”.

1. Purpose

The purpose of this Agreement is to set out the terms under which the Partner may introduce prospective clients to EverWell Health in return for commission on qualifying referred business.

2. Nature of Relationship

2.1 The Partner acts as an independent referral partner only.
2.2 Nothing in this Agreement creates any employment relationship, agency, joint venture, franchise, partnership, or right for the Partner to bind EverWell Health.
2.3 The Partner may promote EverWell Health only in accordance with this Agreement and any guidance issued by EverWell Health from time to time.

3. Definitions

For the purposes of this Agreement:

“Referred Client” means a person or organisation first introduced to EverWell Health by the Partner and accepted by EverWell Health as a valid referral.

“Qualifying Service” means the specific EverWell services listed in Schedule 1 for which commission is payable.

“Commission” means the percentage or amount payable to the Partner as set out in Schedule 1.

“Net Revenue” means the amount actually received by EverWell Health from the Referred Client for a Qualifying Service, excluding VAT, refunds, chargebacks, and unpaid sums, unless otherwise stated in Schedule 1.

“Renewal” means a repeat purchase or continuation of a Qualifying Service by the same Referred Client, where renewal commission is expressly included in Schedule 1.

4. Referral Process

4.1 A referral must be submitted in a form acceptable to EverWell Health, including via referral link, code, email introduction, form submission, or another approved method.
4.2 A referral will only qualify if:

  • the client is not already known to EverWell Health;

  • the client has not already been in active discussions with EverWell Health;

  • the referral is clearly attributable to the Partner; and

  • EverWell Health accepts the referral as valid.

4.3 Where attribution is unclear or disputed, EverWell Health shall act reasonably in determining whether commission is payable, and its decision shall be final.

5. Commission

5.1 The Partner shall be entitled to Commission only on Qualifying Services set out in Schedule 1.
5.2 Commission is payable only on revenue actually received by EverWell Health.
5.3 No Commission is payable on:

  • cancelled bookings;

  • refunded amounts;

  • unpaid invoices;

  • chargebacks;

  • complimentary services;

  • discounts, credits, or goodwill adjustments;

  • services excluded under Schedule 1.

5.4 Unless expressly stated otherwise in Schedule 1, commission is payable only on the initial Qualifying Service purchased by the Referred Client.
5.5 Where Schedule 1 provides for renewal commission, commission shall continue only while:

  • the Referred Client remains an active paying client of EverWell Health for the applicable Qualifying Service; and

  • this Agreement remains in force, unless EverWell Health agrees otherwise in writing.

5.6 Commission is calculated on the agreed service price at the time of delivery.

6. Payment Terms

6.1 Commission statements shall be issued monthly, quarterly, or annually, as determined by EverWell Health or as set out in Schedule 1.
6.2 Commission shall be paid within 30 days of the relevant statement date, subject to EverWell Health having received valid payment from the Referred Client and any invoice details reasonably required from the Partner.
6.3 EverWell Health may offset against future commission any overpayment, refund, chargeback, or commission previously paid in error.

7. Pricing and Discounts

7.1 EverWell Health retains full control over all pricing, offers, discounts, packages, and service availability.
7.2 The Partner acknowledges that pricing may change from time to time.
7.3 Commission will be based on the actual agreed service price paid by the Referred Client, unless otherwise stated in Schedule 1.
7.4 The Partner may not advertise or promise any discount unless expressly authorised in writing by EverWell Health.

8. Marketing and Promotion

8.1 The Partner may promote EverWell Health only in a lawful, professional, and accurate manner.
8.2 The Partner must not:

  • make misleading, exaggerated, unapproved, or medical claims;

  • present themselves as an employee or agent of EverWell Health;

  • represent that they can vary EverWell’s pricing or terms;

  • use EverWell branding except as authorised.

8.3 All marketing materials, logos, descriptions, and promotional wording supplied by EverWell Health remain the property of EverWell Health and may be withdrawn or amended at any time.
8.4 If the Partner carries out email, SMS, social media, or other promotional activity, they are responsible for ensuring it complies with all applicable advertising, privacy, and data protection laws.

9. Data Protection and Confidentiality

9.1 Each Party shall comply with applicable data protection laws in relation to any personal data processed under this Agreement.
9.2 The Partner must not share sensitive personal or health information with EverWell Health unless lawfully permitted and necessary for the referral process.
9.3 Each Party shall keep confidential all commercial, financial, client, and operational information belonging to the other Party, except where disclosure is required by law.

10. Client Ownership and Delivery

10.1 All Referred Clients introduced under this Agreement become clients of EverWell Health for the purpose of delivery, booking, administration, and support.
10.2 EverWell Health retains full discretion over whether to accept, decline, or continue working with any referred client.
10.3 EverWell Health retains full responsibility for service delivery, operational decisions, clinical or screening processes, reporting, and follow-up unless otherwise agreed in writing.

11. No White Labelling / Brand Control

11.1 Unless expressly agreed in writing, this Agreement does not constitute a white-label arrangement.
11.2 The Partner may not market EverWell Health services as their own services.
11.3 Any co-branded or partnership wording must be approved in writing by EverWell Health.

12. Term and Termination

12.1 This Agreement begins on the Effective Date below and continues until terminated by either Party.
12.2 Either Party may terminate this Agreement on 30 days’ written notice.
12.3 EverWell Health may terminate immediately if the Partner:

  • breaches this Agreement;

  • makes misleading claims;

  • damages the EverWell brand or reputation;

  • acts unlawfully or unethically;

  • engages in spam or non-compliant marketing;

  • fails to comply with applicable laws.

12.4 On termination:

  • the Partner must cease using EverWell branding and materials;

  • no new referrals will qualify after the termination date;

  • commission already validly accrued before termination remains payable in accordance with this Agreement and Schedule 1, unless the Agreement was terminated for serious breach by the Partner.

13. Limitation of Liability

13.1 EverWell Health gives no guarantee as to the number of referrals, conversions, sales, renewals, or earnings.
13.2 EverWell Health shall not be liable for indirect or consequential loss, loss of profits, loss of reputation, or loss of opportunity arising from this Agreement.
13.3 EverWell Health’s total liability under this Agreement shall not exceed the total commission paid or payable to the Partner in the 12 months preceding the relevant claim.

14. General

14.1 This Agreement constitutes the entire agreement between the Parties in relation to referral partnership arrangements.
14.2 Any variation must be in writing and signed or agreed in writing by both Parties.
14.3 If any provision is found invalid or unenforceable, the remainder shall continue in full force.
14.4 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
14.5 The courts of England and Wales shall have exclusive jurisdiction.

Schedule 1 – Partner Commercial Terms

Partner Name: __________________________
Effective Date: __________________________

A. Commission Structure

Commission rate: _______%

Commission applies to the following Qualifying Services only:

B. Renewal Commission

Renewal commission included: Yes / No

If yes, renewal commission applies only to:

Renewal commission remains payable while:

  • the referred client remains an active paying client for the Qualifying Service;

  • the client continues to renew without a break of more than ______ days;

  • this Agreement remains active, unless otherwise agreed in writing.

C. Excluded Services

No commission shall be payable on the following unless expressly added here:

D. Payment Frequency

Monthly / Quarterly / Annually

E. Referral Method

Approved referral method(s):

F. Notes / Special Terms

Signature Page

Signed for and on behalf of EverWell Health:

Name: __________________________
Position: __________________________
Signature: __________________________
Date: __________________________

Signed by the Partner:

Name: __________________________
Business Name (if applicable): __________________________
Signature: __________________________
Date: __________________________

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