Affiliate programme terms and conditions

1. Introduction
1.1 Welcome to the Medicspot affiliate programme (the “Programme”). These terms and conditions (the “Terms”) govern the relationship between Outcome Diagnostics Ltd (trading as “Medicspot”), and you (“Affiliate” or “you”) regarding promotion of Medicspot’s Weight Loss Programme.
1.2 By applying for or participating in the Programme, you acknowledge and agree that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not participate in the Programme.

2. Affiliate details

2.1 Upon registration, you will provide details such as your legal name, address, and any other requested information. You warrant that this information is accurate and will promptly update your account if any information changes.

3. Definitions
In these Terms, unless otherwise specified, the following definitions apply:

Affiliate: The entity or individual agreeing to promote Medicspot’s Weight Loss Programme in accordance with these Terms.

Affiliate Platform: The online platform provided by Medicspot, enabling the Affiliate to view sales, payouts, marketing assets, and to receive payment.

Applicable Laws and Guidance: All applicable legislation, regulations, and standards relevant to the performance of these Terms, including but not limited to:

• UK General Data Protection Regulation
• Data Protection Act 2018
• Privacy and Electronic Communications (EC Directive) Regulations 2003
• Human Medicines Regulations 2012
• MHRA Blue Guide
• Association of the British Pharmaceutical Industry (ABPI) Code of Practice
• Advertising Standards Authority (ASA) and Committees of Advertising Practice (CAP) codes and guidance
• General Medical Council (GMC) guidance on ‘Financial and commercial arrangements and conflicts of interest’

Assets: Medicspot’s brand assets, including logos, marketing materials, and any other promotional content provided to the Affiliate on the Affiliate Platform.

Commencement: The date on which you agree to these Terms and are accepted into the Programme by Medicspot.

Content: All promotional content (including but not limited to advertisements and copy) generated to promote the Weight Loss Programme on your social media channels and/or website.

Customer: An individual who purchases the Weight Loss Programme through the Affiliate’s Unique Referral URL.

Completed Transaction: A transaction where the Weight Loss Programme has been delivered to the Customer, and no refund has been requested or issued within 30 days of purchase.

Intellectual Property Rights: Patents, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to use for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Prescription Only Medicines: Has the meaning set out in the Human Medicines Regulations 2012.

Referral Commission: The percentage of revenue earned by the Affiliate for each Completed Transaction, as set out in section 13.

Unique Referral URL: The URL provided by Medicspot to the Affiliate that tracks any successful referrals made using direct Stripe or another payment integration.

Weight Loss Programme: The weight loss service provided by Medicspot to suitable Customers.

4. Commencement and acceptance
4.1 These Terms come into effect on the Commencement date, which is the date Medicspot notifies you that your application to join the Programme is accepted.
4.2 Medicspot reserves the right to reject any Affiliate application at its sole discretion.

5. Obligations of Medicspot
Medicspot agrees to:
5.1 Provide you with a Unique Referral URL upon Commencement.
5.2 Process and fulfil Weight Loss Programme orders for Customers referred by you.
5.3 Provide you access to the Affiliate Platform, where you can track sales, payouts, and access Medicspot’s Assets.
5.4 Review and approve all proposed Content on your social media channels or website before publication, typically within one week of receiving the Content.
5.5 Pay you on a monthly basis for earned Referral Commission, as detailed in section 13.
5.6 Retain the right to work with any other individual or company, without restriction.

6. Obligations of the affiliate
You agree to:
6.1 Refer Customers to the Weight Loss Programme using your Unique Referral URL.
6.2 Ensure that all your Content and advertisements comply with all Applicable Laws and Guidance.
6.3 Focus advertising efforts on the Weight Loss Programme as a service. Under no circumstances will you directly or indirectly promote any Prescription Only Medicines.
6.4 Explicitly disclose your affiliate relationship with Medicspot in all marketing materials, whether on your social media channels or website, as required by ASA and CAP codes and CMA guidance.
6.5 Seek written approval from Medicspot before publishing any new Content or making changes that may affect compliance with Applicable Laws and Guidance or Medicspot’s Assets.
6.6 Maintain accurate payment details in Medicspot’s Affiliate Platform to receive commission payments.
6.7 Note that you are not responsible or liable for the delivery or fulfilment of the Weight Loss Programme.
6.8 Not use any third party, including healthcare professionals or celebrities, to endorse Prescription Only Medicines.
6.9 Exclusively partner with Medicspot for six months from Commencement. During that six-month period, you will not engage in any other affiliate or profit-share arrangement for similar weight loss programmes with any other entity.

7. Affiliate’s warranties
By agreeing to these Terms, you warrant, represent, and undertake that:
7.1 You have the legal capacity to enter into these Terms, and have not entered into any prior commitment that conflicts with or prevents you from fulfilling these obligations.
7.2 You have no unspent criminal convictions subsisting at the date of acceptance.
7.3 Any Content you produce will be original to you (except for any Assets provided by Medicspot) and will not infringe the rights of any third party.
7.4 Your Content will not contain defamatory material, breach any contract or law, or infringe any duty of confidentiality or data protection rights.
7.5 You will not license, assign, or otherwise encumber the rights granted to Medicspot in this agreement in a way that prevents Medicspot from exercising them.

8. Confidentiality
8.1 You shall not, at any time during or for three years after termination of these Terms, disclose to any person any confidential information concerning Medicspot’s business, assets, affairs, customers, clients, or suppliers, except as permitted by section 8.3.
8.2 Medicspot shall not disclose any confidential information concerning you, except as permitted by section 8.3.
8.3 Each Party may disclose the other Party’s confidential information:

to its employees, representatives, contractors, or advisers who need to know it to perform obligations under these Terms, provided they comply with these confidentiality obligations.

if required by law, court order, or any governmental or regulatory authority.

8.4 Neither Party shall use the other Party’s confidential information except as strictly necessary for performing these Terms.

9. Intellectual property rights
9.1 Except for Medicspot’s Assets, all Intellectual Property Rights in or arising out of your Content belong to you. By agreeing to these Terms, you grant Medicspot a perpetual, irrevocable, exclusive, and non-transferable licence to use, copy, and distribute your Content for Medicspot’s own business and marketing purposes.
9.2 You are granted a non-exclusive, non-transferable, revocable licence to use Medicspot’s Assets solely for the purpose of promoting the Weight Loss Programme, subject to these Terms.

10. Term and termination
10.1 The initial term of these Terms is six months from Commencement.
10.2 Either Party may terminate these Terms by giving the other Party 90 days’ written notice.
10.3 Medicspot may terminate these Terms at any time and for any reason by providing written notice to the Affiliate.
10.4 Upon termination, you shall remove all references to Medicspot from your platform(s) and cease using Medicspot’s Assets unless otherwise agreed in writing.

11. Dispute resolution
11.1 Any dispute arising out of or in connection with these Terms shall be addressed through good-faith negotiations between the Parties.
11.2 If a dispute cannot be resolved, it may be referred to mediation or arbitration under English law.

12. Indemnity and liability
12.1 You agree to indemnify and hold Medicspot harmless from any claims, damages, fines, losses, liabilities, and expenses arising from your breach of these Terms or non-compliance with Applicable Laws and Guidance. You shall cooperate with Medicspot in any claim or legal/regulatory proceedings related to such a breach, at no cost to Medicspot.
12.2 Nothing in these Terms shall limit or exclude any liability that cannot be legally limited, including liability for death or personal injury caused by negligence or fraud.
12.3 Subject to 12.2, each Party’s liability to the other under these Terms is limited to the referral commissions due under these Terms.

13. Payment terms

13.1 Medicspot shall pay you a referral commission for each Completed Transaction. The applicable referral commission rate is outlined in your affiliate dashboard or in the Programme documentation.

13.2 Medicspot will process payments on a NET-30 basis. Payments for commissions earned in a given calendar month will be processed within 30 days after the end of that month. For example, commissions earned in January will be paid by the end of February.

13.3 Payments will be made via the payment method you designate in your Affiliate Platform account (e.g., bank transfer, PayPal, or another supported method). You are responsible for ensuring the accuracy of your payment details.

13.5 The Affiliate is responsible for any applicable taxes, including VAT, on referral commissions earned. Medicspot may request tax documentation, such as a VAT registration certificate, to comply with legal requirements.

13.7 Medicspot reserves the right to adjust or withhold payments for any of the following reasons: Refunds issued to Customers, suspected fraudulent transactions or policy violations, errors in tracking or reporting. The refunded commission amount will be deducted from your next payment. If no future payments are due, Medicspot may request repayment of the overpaid amount.

13.8 If you believe a payment is incorrect, you must notify Medicspot in writing within 30 days of receiving the payment. After this period, payments are deemed final and cannot be disputed.

13.9 Medicspot shall not be obligated to pay commissions for: Transactions canceled or refunded, transactions not tracked through the Unique Referral URL, non-compliance with these Terms or Applicable Laws and Guidance.

14. Force majeure
14.1 Neither Party shall be liable for any failure or delay in performing their obligations under these Terms due to events or circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, or natural disasters.

15. Compliance with laws and guidance
15.1 Both Parties agree to comply with all Applicable Laws and Guidance in carrying out their obligations under these Terms.
15.2 You agree to remain informed of any updates to the regulatory framework, codes, or guidelines that may affect the way you promote the Weight Loss Programme.

16. Audit rights
16.1 Medicspot reserves the right to audit your records related to the Programme to ensure compliance with these Terms and Applicable Laws and Guidance.
16.2 You agree to cooperate with any such audit, including providing prompt access to relevant records at no cost to Medicspot.

17. Non-solicitation
17.1 During the term of these Terms and for 12 months thereafter, you shall not directly solicit Medicspot’s employees or directly solicit Medicspot’s existing Customers for services similar to the Weight Loss Programme.

18. Affiliate training and certification
18.1 Medicspot may require initial and ongoing training to ensure you understand regulatory requirements and Medicspot’s policies.
18.2 You agree to attend such training when requested and comply with all guidance provided by Medicspot.

19. Data protection and privacy
19.1 Each Party is an independent controller of personal data processed in connection with these Terms.
19.2 Both Parties agree to comply with all data protection laws, including the UK GDPR and the Data Protection Act 2018, when handling personal data.

20. Modification of terms
20.1 Medicspot reserves the right to modify these Terms by providing you with 30 days’ notice.
20.2 Continued participation in the Programme after such notice shall constitute acceptance of the modified Terms.

21. Insurance
21.1 You agree to maintain appropriate insurance coverage (for example, professional indemnity) to mitigate potential liabilities arising from your promotional activities under these Terms.

22. Entire agreement
22.1 These Terms constitute the entire agreement between you and Medicspot regarding the Programme and supersede any previous understandings or agreements related to the Programme.

23. Governing law and jurisdiction
23.1 These Terms, and any dispute arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales.
23.2 The courts of England and Wales shall have exclusive jurisdiction to settle any such disputes.

24. Acceptance
24.1 By joining the affiliate programme, you confirm that you have read, understood, and accepted these Terms in full, and that these Terms shall be legally binding between you and Medicspot.

Note: If you have any questions regarding these terms and conditions, or if you need to notify Medicspot of anything in relation to this Programme, please contact us at marketing at medicspot.co.uk.