BUSINESS TERMS AND CONDITIONS

These Business Terms and Conditions (“Business Terms”) govern the access to, onboarding onto, listing on, and use of the WellnessZ Experts platform by any expert, coach, professional, consultant, trainer, wellness service provider, clinic, studio, brand, business entity, or other commercial participant (“Expert”, “Partner”, “Service Provider”, “Business User”, “you”, or “your”).

These Business Terms are entered into between:

MOHI LIFESTILE SOLUTIONS PRIVATE LIMITED, a company incorporated under the laws of India, having its registered office at First Floor A-279, A-Block, New Amritsar, Amritsar, Punjab – 143001, operating under the brand name WellnessZ (“WellnessZ”, “Company”, “Platform”, “we”, “our”, or “us”),

and

the Expert / Business User accepting these Business Terms by digital acceptance, onboarding, listing activation, invoice acceptance, service activation, or use of the Platform.

By accessing, registering on, using, listing on, selling through, or receiving leads/orders/services from WellnessZ Experts, you agree to be legally bound by these Business Terms, along with the Privacy Policy, User Terms, payout policies, commission structures, service-specific schedules, pricing terms, and any annexures, addenda, policies, or onboarding forms issued by WellnessZ from time to time.

---

1. PURPOSE AND NATURE OF RELATIONSHIP

1.1 WellnessZ Experts is a technology-enabled platform through which Experts may:

• create or maintain a public or private profile;

• showcase qualifications, specializations, services, programs, memberships, digital products, and content;

• receive leads, enquiries, bookings, consultations, subscriptions, sales, or client requests;

• communicate with customers through permitted platform tools;

• access software tools, dashboards, analytics, CRM, booking systems, or related business features;

• participate in listings, campaigns, promotional visibility, or marketplace programs.

  1.2 These Business Terms govern the commercial and platform relationship between WellnessZ and the Expert.

  1.3 Unless expressly agreed otherwise in writing, nothing in these Business Terms shall be construed to create a relationship of:

• employer and employee,

• principal and agent,

• partnership,

• joint venture,

• franchise,

• fiduciary arrangement,

• or exclusive representation.

  1.4 The Expert acts as an independent service provider or independent business.

  1.5 WellnessZ is primarily a platform owner, software provider, technology intermediary, aggregator, facilitator, marketer, and/or billing facilitator, depending on the transaction structure.

---

2. ELIGIBILITY AND BUSINESS REPRESENTATIONS

2.1 You represent and warrant that:

• you are at least 18 years of age;

• you are legally competent to contract;

• if acting for a business entity, you are duly authorized to bind such entity;

• all information, registrations, qualifications, licenses, certifications, declarations, and documents submitted by you are true, current, complete, and not misleading.

  2.2 You further represent that:

• you have the legal right to offer the services, consultations, plans, classes, memberships, products, or other offerings listed by you;

• your conduct and services shall comply with applicable Indian laws, rules, industry requirements, and advertising/consumer protection norms;

• you shall not falsely claim medical specialization, guaranteed outcomes, registrations, affiliations, or results.

  2.3 WellnessZ may request, verify, re-verify, suspend, or reject any onboarding, listing, service, or payout if your documents, credentials, profile claims, or compliance status are incomplete, expired, disputed, unverifiable, or considered risky.

---

3. ONBOARDING AND ACCOUNT

3.1 To use WellnessZ Experts as a Business User, you may be required to submit:

• legal name,

• brand name,

• contact details,

• GST details, if any,

• PAN details,

• bank details,

• qualification/certification documents,

• profile materials,

• service and pricing details,

• identity proof,

• business proof,

• and such other information as required by WellnessZ.

  3.2 You agree that all onboarding information submitted by you shall be accurate and updated from time to time.

  3.3 You are solely responsible for:

• your account credentials,

• login access,

• profile access,

• internal team access,

• and any actions taken through your account.

  3.4 You shall immediately notify WellnessZ of any unauthorized access, data breach, impersonation, fraud attempt, or misuse relating to your account.

---

4. PLATFORM ACCESS AND LISTING RIGHTS

4.1 WellnessZ may, at its sole discretion, allow you to:

• create an Expert profile;

• publish your profile publicly or selectively;

• list one or more services;

• sell programs, memberships, consultations, or digital offerings;

• access leads or dashboard features;

• receive listing visibility or promotional support.

  4.2 WellnessZ may determine:

• listing structure,

• profile format,

• ranking display,

• badges,

• category mapping,

• visibility rules,

• onboarding standards,

• and platform experience.

  4.3 WellnessZ does not guarantee:

• lead volume,

• bookings,

• conversions,

• revenue,

• reach,

• ranking position,

• or business outcomes.

  4.4 Listing on WellnessZ Experts is a revocable platform privilege and not a permanent right.

---

5. EXPERT OBLIGATIONS

You agree that you shall:

5.1 maintain truthful and updated profile information at all times;

5.2 provide services in a professional, lawful, ethical, and non-misleading manner;

5.3 honour confirmed bookings, subscriptions, sessions, and commitments unless prevented by genuine circumstances;

5.4 maintain necessary qualifications, skills, certifications, registrations, approvals, or internal competence required for the services you provide;

5.5 avoid false claims relating to disease cure, guaranteed weight loss, guaranteed treatment outcomes, or any prohibited medical or misleading promotional statements;

5.6 maintain proper communication and respectful behaviour with Users and WellnessZ staff;

5.7 not engage in fraud, fake reviews, off-platform abuse, lead theft, charge manipulation, fake bookings, fake cancellations, or platform circumvention;

5.8 comply with WellnessZ policies relating to profile quality, response times, service quality, refund handling, content moderation, data protection, invoicing, tax, and dispute support;

5.9 ensure that your content, offers, plans, videos, and services do not violate third-party rights, privacy rights, consumer rights, or applicable law.

---

6. SERVICE DELIVERY RESPONSIBILITY

6.1 The Expert shall be solely responsible for the services, sessions, consultations, plans, programs, advice, communication, digital content, conduct, and deliverables provided by the Expert to Users.

6.2 The Expert acknowledges that WellnessZ is not the direct provider of every listed service unless expressly stated.

6.3 The Expert shall be solely responsible for:

• service quality,

• suitability,

• timelines,

• user handling,

• professional conduct,

• service safety,

• and legal compliance of their own offerings.

  6.4 Any advice, recommendations, plans, programs, sessions, or communication delivered by the Expert shall remain the Expert’s sole responsibility.

  6.5 The Expert shall not make WellnessZ liable for claims arising from:

• negligence,

• incorrect advice,

• non-performance,

• non-availability,

• misconduct,

• overpromising,

• false representation,

• or breach of law by the Expert.

---

7. PLATFORM FEES, COMMISSION, PAYOUTS, AND COMMERCIAL STRUCTURE

7.1 WellnessZ may charge one or more of the following, as applicable:

• onboarding fee,

• listing fee,

• subscription fee,

• platform usage fee,

• lead fee,

• commission on sales,

• technology fee,

• payment processing fee,

• marketing/promotional fee,

• support fee,

• custom service fee,

• or other commercial charges as communicated from time to time.

  7.2 WellnessZ may deduct commissions, fees, taxes, gateway charges, refunds, penalties, adjustments, and any agreed platform dues before releasing payouts.

  7.3 Payouts, where applicable, may be made on:

• per-order basis,

• milestone basis,

• settlement cycle basis,

• subscription cycle basis,

• or any model communicated by WellnessZ.

  7.4 WellnessZ may withhold, delay, reverse, adjust, or set off any payout where:

• there is a customer dispute,

• suspected fraud,

• refund claim,

• chargeback,

• tax issue,

• compliance issue,

• service complaint,

• incomplete documentation,

• or any sums are due from the Expert to WellnessZ.

  7.5 WellnessZ’s platform commission, transaction deduction model, or settlement method may be revised from time to time upon notice or platform update.

---

8. GST, INVOICING, AND BILLING MODEL

This clause is especially important for WellnessZ Experts.

8.1 General Principle

The invoicing structure may differ depending on:

• whether the Expert is GST registered,

• whether the Expert is the direct supplier of record,

• whether WellnessZ is acting as a billing entity, reseller, facilitator, or aggregator,

• and the commercial structure applicable to the service.

8.2 If Expert Has GSTIN

Where the Expert has a valid GSTIN and the service is deemed to be supplied directly by the Expert:

• the invoice for the relevant Expert service may be issued in the Expert’s own name and GSTIN;

• the Expert shall be solely responsible for correct invoicing, tax classification, GST compliance, return filing, tax payment, and record keeping relating to such invoice;

• WellnessZ may separately issue its own invoice for platform fees, commission, or technology/service charges, where applicable.

8.3 If Expert Does Not Have GSTIN

Where the Expert does not have a GSTIN, or where the transaction structure requires WellnessZ to act as the billing entity:

• the invoice may be issued by WellnessZ under WellnessZ’s GSTIN;

• WellnessZ may recover, deduct, retain, or settle the Expert’s share in accordance with the applicable payout structure;

• the Expert agrees to provide all details required by WellnessZ for settlement, accounting, and compliance.

8.4 Mixed / Hybrid Billing

WellnessZ may adopt hybrid transaction structures, including:

• Expert invoice + separate WellnessZ platform invoice;

• WellnessZ consolidated invoice + backend settlement to Expert;

• customer receipt + later settlement note;

• or any other commercially valid structure.

8.5 Tax Responsibility

Each party shall be responsible for its own direct and indirect tax obligations, unless otherwise expressly agreed in writing.

8.6 Expert Warranty on Tax Status

The Expert represents that all GST and tax details submitted to WellnessZ are accurate. The Expert shall promptly inform WellnessZ in case of:

• GST registration,

• GST cancellation,

• change in business constitution,

• change in billing entity,

• tax notice,

• or any issue affecting invoicing or settlements.

8.7 Indemnity for Tax Misdeclaration

The Expert shall indemnify WellnessZ against any loss, tax, interest, penalty, notice, proceeding, or compliance exposure arising from:

• wrong GST details,

• false declarations,

• non-payment of tax by the Expert,

• wrongful tax credit claims,

• or misclassification caused by Expert submissions.

---

9. PRICING OF SERVICES

9.1 The Expert may be permitted to suggest or set pricing for certain services, subject to platform rules.

9.2 WellnessZ may, depending on the business model:

• approve,

• reject,

• cap,

• standardize,

• modify display format,

• bundle,

• discount,

• or market the pricing of listed services.

  9.3 WellnessZ may run platform-wide offers, promotions, bundles, visibility campaigns, or discount programs. The commercial impact of such campaigns may be determined according to the agreed business structure.

  9.4 Unless otherwise agreed, WellnessZ is not required to consult the Expert before every campaign, price formatting change, or promotional display change.

---

10. REFUND, CANCELLATION, CHARGEBACK, AND DISPUTE ADJUSTMENT

10.1 Refund and cancellation rules for end users shall be determined by:

• platform policy,

• service-specific rules,

• Expert-specific policy approved by WellnessZ,

• or WellnessZ’s final support decision, where applicable.

  10.2 The Expert agrees that where a refund, reversal, chargeback, replacement, wallet credit, or user compensation is raised in relation to the Expert’s service, WellnessZ may:

• deduct the relevant amount from payout,

• hold back future payouts,

• recover already-settled sums,

• or adjust such amount against future transactions.

  10.3 The Expert shall cooperate fully in customer dispute handling, provide records and context promptly, and respond within the timelines requested by WellnessZ.

  10.4 Where the dispute arises due to Expert fault, including non-delivery, misleading representation, non-attendance, poor conduct, or false commitment, the financial impact may be borne entirely by the Expert.

---

11. NON-CIRCUMVENTION AND PLATFORM PROTECTION

11.1 The Expert shall not directly or indirectly bypass, divert, or take off-platform any lead, user, customer, or transaction introduced through WellnessZ Experts for the purpose of avoiding platform fees, commissions, records, or commercial obligations.

11.2 The Expert shall not:

• ask platform users to pay outside the platform where prohibited;

• redirect leads to external channels to avoid platform billing;

• manipulate transactions to reduce commission;

• or use WellnessZ’s user base to build unauthorized competing funnels.

  11.3 If the Expert circumvents the platform, WellnessZ may:

• suspend or terminate the profile,

• block payouts,

• recover damages,

• impose penalties,

• or initiate legal action.

---

12. CONTENT, PROFILE MATERIAL, AND MARKETING RIGHTS

12.1 The Expert may upload or submit:

• profile content,

• photos,

• videos,

• certificates,

• testimonials,

• service descriptions,

• plans,

• digital resources,

• logos,

• brand materials,

• social proof,

• and other promotional or service-related content.

  12.2 The Expert represents that such content:

• belongs to them or is lawfully licensed,

• is truthful and not misleading,

• does not violate third-party rights,

• and can be lawfully displayed by WellnessZ.

  12.3 The Expert grants WellnessZ a non-exclusive, worldwide, royalty-free, sublicensable right to host, store, use, modify, format, reproduce, publish, advertise, distribute, and display such content for:

• listing,

• promotion,

• paid ads,

• social media,

• platform marketing,

• lead generation,

• internal training,

• PR,

• and related commercial purposes connected with WellnessZ Experts.

  12.4 WellnessZ may edit formatting, resize visuals, rewrite presentation text, standardize listing format, or remove content that violates platform rules.

  12.5 The Expert shall remain solely responsible for the legality and truthfulness of submitted materials.

---

13. INTELLECTUAL PROPERTY

13.1 WellnessZ and its licensors retain all rights, title, and interest in:

• the platform,

• software,

• designs,

• UI/UX,

• databases,

• workflows,

• internal systems,

• brand names,

• logos,

• features,

• marketplace systems,

• and all related intellectual property.

  13.2 Nothing in these Business Terms transfers to the Expert any ownership in the Platform.

  13.3 The Expert shall not:

• copy,

• reverse engineer,

• reproduce,

• license,

• white-label,

• scrape,

• distribute,

• or exploit the Platform or its systems without written permission.

  13.4 Unless separately agreed, any platform improvements, suggestions, workflows, ideas, performance feedback, or enhancement inputs shared by the Expert relating to WellnessZ shall be freely usable by WellnessZ without compensation.

---

14. DATA, PRIVACY, AND USER INFORMATION

14.1 The Expert shall only access or use user/customer data that is lawfully made available through the Platform and only for the permitted purpose of service delivery and support.

14.2 The Expert shall not:

• misuse personal data,

• copy or export user data unlawfully,

• resell user data,

• contact users for unrelated solicitation,

• or use user data outside the scope of legitimate platform service delivery.

  14.3 The Expert shall comply with WellnessZ’s privacy requirements and any applicable law relating to data protection, confidentiality, consent, and user information.

  14.4 WellnessZ may collect, process, monitor, store, and analyze data relating to platform usage, Expert performance, response times, service quality, transactions, and complaints for lawful business and compliance purposes.

---

15. PROHIBITED CONDUCT

The Expert shall not, directly or indirectly:

15.1 make false health, cure, treatment, medical, or guaranteed-result claims;

15.2 impersonate another person or entity;

15.3 submit fake credentials, fake reviews, fake leads, or fake service records;

15.4 misuse platform branding, users, or internal staff;

15.5 abuse, harass, threaten, or exploit users or staff;

15.6 upload unlawful, obscene, defamatory, infringing, or harmful content;

15.7 use bots, automated extraction tools, scraping tools, or unauthorized integrations;

15.8 attempt to hack, damage, reverse engineer, or disrupt the Platform;

15.9 use WellnessZ’s systems or customer base to build competing unauthorized commercial channels;

15.10 sell, assign, rent, or transfer access to their Expert account or paid subscription without written consent.

---

16. QUALITY CONTROL, MODERATION, AND PLATFORM ACTIONS

16.1 WellnessZ may review and monitor Expert performance, including:

• profile quality,

• responsiveness,

• complaint ratio,

• cancellation rates,

• user feedback,

• legal risk,

• service quality,

• and policy compliance.

  16.2 WellnessZ may, at its sole discretion:

• hide or de-rank listings,

• remove content,

• restrict visibility,

• suspend features,

• pause payouts,

• ask for clarification,

• require corrective action,

• or terminate the Expert relationship.

  16.3 WellnessZ is not required to continue listing or supporting any Expert merely because onboarding was previously approved.

---

17. DISCLAIMER OF WARRANTIES

17.1 WellnessZ provides the Platform on an “as is” and “as available” basis.

17.2 WellnessZ does not warrant:

• uninterrupted availability,

• error-free operation,

• guaranteed lead flow,

• user conversions,

• quality of users,

• commercial success,

• or freedom from technical issues.

  17.3 WellnessZ does not guarantee that any listing, campaign, or platform participation will result in revenue, business growth, or visibility.

---

18. LIMITATION OF LIABILITY

18.1 To the fullest extent permitted by law, WellnessZ shall not be liable for any indirect, incidental, special, punitive, or consequential losses, including loss of revenue, profit, goodwill, business opportunity, users, data, or reputation.

18.2 WellnessZ shall not be liable for:

• user behaviour,

• payment gateway failure,

• user non-payment,

• chargebacks,

• Expert-user disputes,

• tax disputes attributable to Expert information,

• or interruption caused by force majeure or third parties.

  18.3 WellnessZ’s aggregate liability under these Business Terms shall not exceed the lower of:

• INR 5,000; or

• the total net platform fees actually received by WellnessZ from the Expert during the three months immediately preceding the cause of action.

  18.4 Any claim must be brought within 12 months from the date the cause of action first arose.

---

19. INDEMNITY BY EXPERT

The Expert agrees to defend, indemnify, and hold harmless WellnessZ, its directors, officers, employees, affiliates, agents, and partners from and against any claims, actions, losses, liabilities, costs, penalties, damages, interest, and expenses, including legal fees, arising out of or relating to:

• Expert services,

• false claims,

• negligence,

• misconduct,

• tax defaults,

• refund disputes attributable to Expert fault,

• misrepresentation,

• infringement of third-party rights,

• breach of these Business Terms,

• data misuse,

• or violation of law.

---

20. SUSPENSION AND TERMINATION

20.1 WellnessZ may suspend, restrict, or terminate the Expert’s account, listing, payout access, profile visibility, or platform relationship at any time, with or without notice, if:

• these Business Terms are breached;

• fraud or misconduct is suspected;

• user safety is at risk;

• legal or tax risk arises;

• documents become invalid;

• repeated complaints arise;

• or the Expert is considered commercially or operationally unsuitable.

  20.2 Upon termination:

• the Expert’s listings may be removed;

• pending payouts may be withheld pending adjustment;

• user-facing services may be cancelled or transitioned;

• access to dashboards and content may be disabled.

  20.3 Clauses relating to payments, tax, refunds, indemnity, liability, confidentiality, intellectual property, and dispute resolution shall survive termination.

---

21. CONFIDENTIALITY

21.1 The Expert shall keep confidential all non-public information shared by WellnessZ, including:

• platform systems,

• pricing models,

• commission structures,

• internal workflows,

• user data,

• launch plans,

• product details,

• and business strategies.

  21.2 The Expert shall not disclose or misuse such information without written authorization.

---

22. GOVERNING LAW AND JURISDICTION

22.1 These Business Terms shall be governed by the laws of India.

22.2 Courts at Amritsar, Punjab shall have exclusive jurisdiction over disputes arising from these Business Terms.

22.3 WellnessZ may seek injunctive or urgent relief in any competent court to protect its platform, data, intellectual property, users, or commercial interests.

---

23. GENERAL PROVISIONS

23.1 WellnessZ may modify these Business Terms at any time by updating them on the Platform or communicating the revised version through onboarding, dashboard notice, email, or other reasonable mode.

23.2 Continued use of the Platform after such update shall constitute acceptance of the revised terms.

23.3 If any provision is held invalid, the remaining provisions shall continue in effect.

23.4 Failure to enforce any right shall not operate as waiver.

23.5 The Expert may not assign these Business Terms without WellnessZ’s prior written consent. WellnessZ may assign or transfer its rights freely.

23.6 These Business Terms, together with applicable policies, schedules, pricing documents, and onboarding forms, constitute the complete agreement between WellnessZ and the Expert regarding the subject matter herein.