Clinic Referral Agreement
The terms of this Clinic Referral Agreement (“Agreement”) contain the agreement between you (the “Clinic”) and us, Luxxera Limited, a company incorporated and registered in England and Wales with company number 15950374 whose registered office is at C/O Founders Law Limited, Hamilton House, 1 Temple Avenue, London, EC4Y 0HA, United Kingdom (“Luxxera”).
BACKGROUND
(A) Luxxera owns and operates a marketplace aggregator platform that features cosmetic surgery clinics, providing prospective clients with an opportunity to discover and purchase services from Clinic.
(B) Clinic wishes to be introduced to prospective clients via Luxxera’s platform and agrees to pay a commission to Luxxera on the terms of this Agreement if such clients go on to purchase Clinic’s services.
(C) Luxxera agrees to facilitate introductions between Clinic and prospective clients, in return for commission as specified in this Agreement.
Agreed terms
1. Interpretation
The following definitions and rules of interpretation apply in this Agreement.
1.1 Definitions:
1 “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
2 “Clinic’s Services” means the cosmetic surgery, medical procedures or other healthcare-related services and aftercare provided by Clinic together with any other services from time to time offered by Clinic.
3 “Commission” has the meaning given to it in 4.1.
4 “Introduction” means the referral or other facilitation by Luxxera through the Platform, that enables Prospective Clients to discover, engage with, or purchase the Clinic’s Services. Introduce, Introduces, and Introduced shall be interpreted accordingly.
5 “Net Income” means the payments made by Prospective Client for a Purchase (including the Commission) less any value added tax or other sales tax on them and any discounts or rebates granted to them.
“Payment Processing Services” means the services provided by the Payment Services Provider, subject to the Third Party Terms to facilitate the transfer of funds, including, but not limited to, the initiation, processing and settlement of payment transactions, the provision of payment methods, the management of payment information, the reconciliation of payments, the disbursement of funds to the appropriate parties, and ancillary services necessary to ensure the secure and compliant transfer of funds.
6 “Payment Services Provider” means an authorised payment services institution authorised by the Financial Conduct Authority, responsible for providing Clinic with Payment Processing Services on the Platform.
7 “Platform” means the online marketplace aggregator website(s) and any related mobile or web-based applications owned or operated by Luxxera, together with all features, functionalities, and associated services (including hosting of clinic profiles, messaging features, appointment tools, and payment handling integration) that enable Clinics and prospective patients to connect, communicate, and facilitate the purchase of cosmetic surgery or other healthcare-related services.
8 “Prospective Client” means any individual, customer, or other party introduced to Clinic (or made aware of the Services) through the Platform or any referral arrangement facilitated under this Agreement.
9 “Purchase(s)” means any transaction or agreement whereby a Prospective Client, following an Introduction by Luxxera, commits to obtaining and paying for the Clinic’s Services.
10 “Third Party Terms” means the terms and conditions to be agreed directly between Clinic and the Payment Services Provider available at https://stripe.com/gb/legal/ssa or otherwise as provided to Clinic from time to time.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
1.5 This Agreement shall be binding on, and enure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party include that party's personal representatives, successors and permitted assigns.
1.6 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time, and includes all subordinate legislation made from time to time under that legislation or legislative provisions.
1.7 A reference to writing or written excludes fax and email.
1.8 A reference to this Agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied from time to time.
1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2.1 Clinic appoints Luxxera on a non-exclusive basis to make Introductions, and Luxxera accepts that appointment, on the terms of this Agreement. In doing so, Luxxera does not itself offer or perform any cosmetic, medical or healthcare-related services but rather provides a means for Prospective Clients to discover and purchase the Clinic’s Services through the Platform.
2.2 Luxxera will facilitate Introductions by featuring Clinic’s profile, service descriptions, and pricing information on the Platform or by such other methods as Luxxera may determine from time to time. An Introduction occurs when a Prospective Client becomes aware of Clinic’s Services through Luxxera’s efforts or Platform and subsequently interacts with Clinic. Clinic is solely responsible for deciding whether to proceed with a prospective transaction, and solely responsible for all discussions, arrangements, and fulfilment of the Clinic’s Services or any other procedures or services it offers.
2.3 Luxxera shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind Clinic in any way, and shall not do any act which might reasonably create the impression that Luxxera is so authorised.
2.4 Luxxera shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Clinic, including for the provision of the Clinic’s Services or the price for them, and shall not negotiate any terms for the provision of the Clinic’s Services with Prospective Clients.
2.5 Luxxera may use Clinic's name, logo or trade marks for the purposes of featuring Clinic on the Platform.
3. Payment processing services
3.1 Luxxera partners with the Payment Services Provider to facilitate the Payment Processing Services through the Platform. As Luxxera is not regulated by the Financial Conduct Authority for the provision of Payment Processing Services, Clinic will be referred to the Payment Services Provider for any Payment Processing Services that are made available to it via the Platform and other certain activities for which the Payment Services Provider accepts sole regulatory responsibility. Luxxera reserves the right to change the Payment Services Provider.
3.2 Clinic acknowledges and agrees to:
(a) the Third Party Terms;
(b) that any changes to the Third Party Terms are beyond Luxxera’s control; and
(c) that any changes to the terms and conditions agreed between Luxxera and the Payment Services Provider may result in corresponding amendments to this Agreement which Luxxera will use its reasonable efforts to mitigate.
3.3 Luxxera is not a party to the Third Party Terms and is not liable to Clinic in respect thereof. By using the Platform, Clinic is agreeing to the creation of an account with the Payment Services Provider for Payment Processing Services.
3.4 In the event of any inconsistency between the Terms and the Third Party Terms, the Terms shall prevail, except in the event of any inconsistency between the Terms and the Third Party Terms concerning the Payment Processing Services, the Third Party Terms shall prevail.
4. Commission and payment
4.1 Luxxera shall be entitled to Commission if a Prospective Client Introduced by Luxxera purchases the Clinic’s Services via the Platform.
4.2 The amount of commission payable is determined by Luxxera, indicated by Luxxera to the Clinic prior to a Purchase and shall be displayed in Clinic’s account dashboard on the Platform (“Commission”).
4.3 After a Prospective Client confirms that they wish to make a Purchase, Luxxera shall issue an invoice for the Net Income to that Prospective Client through the Platform. The Prospective Client will then be required to pay the full invoiced amount via the Payment Services Provider integrated into the Platform. All funds paid by the Prospective Client will be held by the Payment Services Provider on behalf of Clinic and released to Clinic in accordance with clause 4.4.
4.4 Clinic shall notify Luxxera through the Platform of confirmation that the relevant procedure or services has been performed by Clinic in connection with the Purchase. Within three (3) days following such confirmation from Clinic, Luxxera shall transfer the Net Income less the Commission to Clinic via wire transfer. Luxxera shall be entitled to deduct the Commission from the Net Income prior to remitting the balance to Clinic.
4.5 Commission shall be payable to Luxxera in the currency in which it is charged by Clinic.
4.6 If a Prospective Client cancels a Purchase after payment has been made but before the relevant procedure or services have been performed by Clinic, Clinic shall pay Luxxera a fixed cancellation charge of EUR 100 (“Cancellation Charge”). The Cancellation Charge shall be deducted by Luxxera from any amounts otherwise payable to Clinic in respect of that Purchase, or, if no such amounts are payable, Luxxera shall issue an invoice to Clinic for the Cancellation Charge and Clinic shall pay such invoice within thirty (30) days of receipt. The Cancellation Charge is payable in addition to, and not in substitution for, any Commission due to Luxxera under this Agreement.
4.7 All sums payable under this Agreement:
(a) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;
(b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except in accordance with clause 4.4 or where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall co-operate in all respects and take all reasonable steps necessary to:
(i) lawfully avoid making any such deductions; or
(ii) enable the payee to obtain a tax credit in respect of the amount withheld.
4.8 Clinic shall keep separate accounts and records giving correct and adequate details of:
(b) all payments received under them; and
(c) all deductions made in the calculation of Net Income.
Clinic shall permit the duly appointed representatives of Luxxera at all reasonable times, but no more than once in any 12 month period, to inspect all such accounts and records and to take copies of them. For the avoidance of doubt, all rights in such records (including database right and copyright) shall belong to Clinic.
1.2 If, as a result of any Introduction, the Prospective Client agrees to purchase and pays Clinic off the Platform or through any method not provided or authorised by the Payment Services Provider, Clinic shall remain obligated to pay Luxxera the Commission in accordance with this Agreement. In such circumstances, Luxxera shall issue an invoice to Clinic for the Commission due, and Clinic shall pay that invoice in full within thirty (30) days of receipt. Failure to do so shall be deemed a material breach of this Agreement.
1.3 If any dispute arises as to the amount of Commission payable by Clinic to Luxxera, the same shall be referred to Luxxera’s accountants or auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
1.4 Termination of this Agreement, howsoever arising, shall not affect the continuation in force of this 4 and Clinic's obligation to pay Commission to Luxxera in accordance with it.
2.1 Clinic acknowledges and agrees that its use of the Platform is governed by, and subject to, the terms and conditions of the Platform currently located at [LINK] (as may be amended from time to time). Clinic (including its authorised personnel) shall comply with all such Platform terms and agrees that to the extent such terms impose additional obligations on Clinic beyond those contained in this Agreement, the Clinic will abide by them in full.
(a) at all material times act in good faith towards Luxxera;
(b) provide Luxxera at all material times with the information Luxxera reasonably requires to perform its duties, including marketing information for and details of the Clinic’s Services, and information about Clinic;
(c) be responsible for producing any marketing material for Clinic's Services;
(d) inform Luxxera immediately if Clinic suspends or ceases to perform the Clinic’s Services; and
2.3 Clinic shall be under no obligation to:
(a) follow up any Introduction made by Luxxera; or
(b) provide the Clinic’s Services to a Prospective Client.
2.4 Clinic is solely responsible for handling all consumer-facing inquiries including from Prospective Clients, modifications and disputes regarding its services, including any request for cancellation or refunds by a Prospective Client.
2.5 Clinic shall comply with all relevant consumer protection laws and other applicable regulations when providing refunds, resolving complaints, or otherwise addressing client dissatisfaction.
2.6 If a Prospective Client initiates a chargeback, dispute, or refund request through Luxxera or the Payment Services Provider, Luxxera shall promptly notify the Clinic and provide reasonable cooperation, but Luxxera disclaims any responsibility for resolving medical or service-based issues.
2.7 If the Payment Services Provider or applicable law requires funds to be returned to a Prospective Client in whole or in part, Luxxera may, at its discretion, withhold the proportionate amount from any future remittance to Clinic or otherwise invoice Clinic for reimbursement. Clinic shall remain liable for all refunds or chargebacks to the extent arising from its actions, omissions, or the nature of its services, and the Commission shall ordinarily remain non-refundable unless required otherwise by applicable law or Payment Services Provider terms.
3. Warranties and representations
3.1 Luxxera makes no representation or warranty as to the volume of Prospective Clients that may visit, connect, or engage with Clinic.
3.2 Luxxera does not guarantee that any Introduction will lead to the purchase of the Clinic’s Services. Luxxera’s role is purely as a marketplace, aggregator and facilitator, and Luxxera assumes no liability if a Prospective Client or Clinic declines or discontinues a Purchase or if any outcome related to the Clinic’s Services does not meet a client’s expectations.
3.3 Clinic represents and warrants that:
(a) it is fully licensed, accredited, and compliant with all legal and regulatory requirements that apply to its practice and in each jurisdiction in which it operates;
(b) it remains independently responsible for patient care, data privacy, and compliance;
(c) it will maintain its accreditation and other necessary licences for as long as it remains active on the Platform;
(d) all information (including credentials, photos, descriptions of procedures, pricing, and any other details) provided or uploaded to the Platform will be accurate, complete, and not misleading, and will be kept up to date; and
(e) no part of the Clinic’s Services or interactions facilitated by Clinic will violate any third party rights or laws.
4.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
4.2 Clinic must notify Luxxera promptly if it loses its licence or accreditation to provide the Clinic’s Services or if it faces any action from regulatory bodies that might affect its presence on the Platform.
5.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of two (2) years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by 8.2.
5.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 3.4; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
5.3 No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
6.1 Each party agrees to comply with the Clinic Data Sharing Agreement [LINK] which is incorporated by reference into the terms of this Agreement
7.1 Clinic shall indemnify, defend, and hold harmless Luxxera, its affiliates, and their respective directors, officers, employees, and agents (collectively, the “Indemnified Parties”) from and against all liabilities, losses, damages, claims, demands, actions, suits, judgments, costs, expenses, and reasonable legal fees (collectively, “Claims”) arising out of or in connection with:
(a) any breach by Clinic of its representations, warranties, or obligations under this Agreement;
(b) Clinic’s performance (or non-performance) of any medical or other services, including claims relating to professional negligence or malpractice;
(c) any material or information posted, uploaded, or otherwise provided by Clinic on or through the Platform that infringes or violates the intellectual property, privacy, or other rights of any third party;
(d) Clinic’s breach of the Data Sharing Agreement, non-compliance with applicable data protection or privacy laws, including improper handling or disclosure of personal data; and
(e) any fraud, negligence, or wilful misconduct by Clinic in connection with this Agreement.
7.2 Clinic’s obligations under this clause include reimbursing the Indemnified Parties for all costs, expenses, and reasonable legal fees incurred by the Indemnified Parties in defending or settling any such Claims, provided that the Indemnified Parties promptly notify Clinic of the Claim and reasonably cooperate with Clinic in its defence or settlement of that Claim.
8. Limitation of liability
8.1 Nothing in this Agreement shall limit or exclude the liability of either party for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) any indemnification obligations under clause 10; or
(d) any matter in respect of which it would be unlawful to exclude or restrict liability.
8.2 Neither party shall in any circumstances have any liability for any losses or damages which may be suffered by the other party (or any person claiming under or through the other party), whether directly or indirectly or are immediate or consequential, and whether in contract, tort (including negligence) or otherwise howsoever, including any special damage even if such party was aware of the circumstances in which such special damage could arise, loss of profits, loss of anticipated savings, loss of business opportunity, loss of goodwill, and loss or corruption of data.
8.3 Subject to 11.1, the total liability of Luxxera to Clinic in respect of all other loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Commission paid in the twelve (12) months immediately prior to the date on which the relevant claim arose.
8.4 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
9. Commencement and duration
This agreement shall commence once you have clicked through to accept its terms and shall continue, unless terminated earlier in accordance with 13, until either party gives to the other party three (3) months' written notice to terminate.
10.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
(c) the other party ceases or threatens to cease to carry on business, is found unable to pay its debts within the meaning of the Insolvency Act 1986 section 123, has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of any scheme for solvent amalgamation or solvent reconstruction) or undergoes any similar or equivalent process in any jurisdiction.
10.2 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement, including clauses 1, 4, 7, 8, 9, 10, 11, 13.3, 17 and 23, shall remain in full force and effect.
10.3 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for thirty (30) days, the party not affected may terminate this Agreement by giving not less than thirty (30) days' written notice to the affected party.
12. Assignment and other dealings
12.1 Clinic may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement[, provided that it gives prior written notice of such dealing to the Agent.
12.2 Clinic shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
14.1 This Agreement constitutes the entire agreement between the parties.
14.2 Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it has no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this Agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
16.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
17.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
17.2 If any provision or part-provision of this Agreement is deemed deleted under clause 20.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Any notice given under the Agreement shall be in writing and signed by or on behalf of the party giving it, and shall be delivered personally, or by prepaid registered or certified mail (return receipt requested), or overnight delivery service to the relevant party at the address as shall have been designated to each other in writing in accordance with this clause 21. Notices shall be deemed served on delivery if delivered personally, five (5) days after posting if sent by prepaid registered or certified mail and two days after dispatch if sent by overnight delivery service.
Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
20. Governing law and jurisdiction
20.1 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 or formation shall be governed by and construed in accordance with the law of England and Wales.
20.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
