Last updated: October 01, 2025

This Independent Promoter Agreement (hereinafter the “Agreement”) is a legally binding contract entered into between:

GOOMOOD DIGITAL CONSULTING LTD, a private limited company duly incorporated under the laws of England and Wales, having its registered office at 167–169 Great Portland Street, 5th Floor, London W1W 5PF, United Kingdom, Company Number 15053534 (hereinafter referred to as the “Company”);

and

The individual or legal entity who registers, electronically accepts and signs or otherwise agrees to participate as an independent promoter in the Company’s referral and promotion program (hereinafter referred to as the “Promoter”).

The Promoter and the Company may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”

This Agreement governs the rights, obligations, restrictions, and liabilities associated with the Promoter’s participation in the Company’s international digital referral and promotion network.

For this Agreement, the following terms shall have the meanings set forth below:

“Company” means GOOMOOD DIGITAL CONSULTING LTD, acting as the exclusive commercial agency for Happydemy®.

“Platform” means the digital infrastructure branded as Happydemy®, including websites, applications, services, and digital environments managed independently by Happydemy®.

“Promoter” means the independent contractor who has accepted the terms of this Agreement and actively participates in the referral and promotional activities governed by the Company.

“Client” means any person who registers on the Happydemy® platform via a Promoter’s referral link.

“Referral Link” means the unique identifier issued to each Promoter to track referred users and their associated commercial activity.

“Compensation Plan” means the commercial policy issued by the Company detailing commission structures, eligibility, payout rules, and performance incentives.

“Network” means the structure of directly or indirectly referred Promoters under a Promoter’s organisation.

“Effective Date” means the date on which the Promoter accepts this Agreement electronically or otherwise begins using the G‑Office system.

“G‑Office” means the Company’s proprietary dashboard system made available to Promoters for managing referrals, commissions, communication, and compliance.

2.1 In this Agreement, unless the context otherwise requires:

• (a) Words denoting the singular include the plural and vice versa;
• (b) Words denoting any gender include all genders;
• (c) The terms “person” or “entity” include natural persons, corporations, partnerships, and other legal entities;
• (d) The use of the terms “including,” “include,” or similar expressions shall be interpreted as “including but not limited to”;
• (e) The headings and titles used in this Agreement are inserted for convenience only and shall not affect the interpretation of any provision;
• (f) References to laws, statutes, or regulations shall be construed as referring to those in force as amended from time to time;
• (g) References to any “Party” shall include that Party’s successors and permitted assigns.

2.2 In the event of any conflict or inconsistency between this Agreement and any ancillary documents (including the Promoter Guidelines or Compensation Plan), the provisions of this Agreement shall prevail unless explicitly stated otherwise.

2.3 In case of discrepancies between versions of this Agreement in different languages, the English version shall prevail.

3.1 The Company is the official and exclusive commercial agency authorised to represent and promote the products and services offered by Happydemy®. The Company receives performance-based commissions from Happydemy on the net revenue generated by users it has invited.

3.2 The Promoter is a natural or legal person acting in their own name and right, having full legal capacity under applicable law, and who agrees to promote the services of Happydemy® via the Company’s framework and tools under the conditions defined herein.

3.3 The Promoter expressly acknowledges that they act in a professional and commercial capacity, and not as a consumer under applicable consumer protection legislation.

4.1 This Agreement establishes an independent contractor relationship.

4.2 Nothing in this Agreement shall be interpreted or deemed to establish any partnership, joint venture, franchise, employment, fiduciary, exclusive, salaried, agency or agent relationship between the Promoter and the Company or Happydemy®.

4.3 The Promoter shall have no authority to bind, commit, or represent the Company or Happydemy® in any contractual, financial, or legal capacity.

4.4 The Promoter shall bear full responsibility for its own business operations, marketing efforts, fiscal obligations, and legal compliance. It shall act entirely at its own risk and for its own account.

5.1 This Agreement governs the Promoter’s activities relating to the promotion, recommendation, and referral of products and services made available on the Happydemy® platform, via the Company’s commercial structure.

5.2 The Agreement applies globally, subject to legal and regulatory limitations, and is enforceable in all jurisdictions where the Promoter is authorised to operate under local law.

5.3 In case of conflict between this Agreement and any local regulation, the latter shall prevail solely to the extent of the inconsistency and without invalidating the remaining provisions.

5.4 The Promoter undertakes to verify and comply with all promotional, tax, and professional requirements applicable in the country or territory of their operations.

5.5 Registration as a Promoter is only permitted in countries and jurisdictions where the Company is officially active and operational. Any attempt to register or operate from a territory not supported or authorised by the Company shall constitute a material breach of this Agreement and may result in immediate account suspension or termination, without prior notice. The Company reserves the right to determine, update, and enforce the list of permitted or excluded countries at its sole discretion.

6.1 To become a Promoter under this Agreement, the individual or legal entity must:

• (a) Be at least 18 years of age (or the age of legal majority in the country of residence);
• (b) Possess legal capacity to enter into contracts;
• (c) Provide truthful, accurate and complete personal or company information during registration;
• (d) Comply with any Know-Your-Customer (KYC), tax, or identity verification procedures required by the Company;
• (e) Hold a valid VAT registration or equivalent, where required by the legislation of the country of residence.

6.2 To participate in the Program, the Promoter must complete the registration process through the official platform (G‑Office), providing accurate, current, and complete information as requested.

6.3 The Promoter must ensure that all registration data, including tax identification numbers and legal business status (if applicable), remain valid and up to date at all times.

6.4 Registration is only permitted in countries where the Company is authorised to operate. Registrations from countries outside this scope are prohibited and shall be considered null and void.

6.5 The Promoter must ensure compliance with all applicable regulatory, tax, and commercial obligations in their jurisdiction before registering, including (but not limited to) VAT/tax identification, business licensing, and local promotional restrictions.

6.6 The Company reserves the unconditional right to approve, reject, suspend or cancel any registration, at its sole and absolute discretion, without obligation to justify the decision.

6.7 No individual or entity may register more than one (1) Promoter account without the Company’s prior written consent.

6.8 Registrations are personal and non-transferable. Any attempt to sell, lease, assign, or delegate access to a Promoter account is strictly forbidden and shall result in immediate termination.

6.9 By registering, the Promoter agrees to be bound by this Agreement, the Promoter Guidelines, and all applicable policies, as amended from time to time.

7.1 The Promoter is fully responsible for the security and confidentiality of their G‑Office account credentials. Any access or activity under their account, whether authorised or unauthorised, shall be deemed to be made by the Promoter.

7.2 The Promoter must immediately notify the Company of any suspected or actual unauthorised use of their account, data breach, or identity compromise. Failure to report such incidents may result in suspension or termination of the account.

7.3 The Promoter undertakes to regularly update and maintain their personal or company information, including but not limited to: legal name, address, email, telephone number, VAT or tax identification number, and bank/payment details.

7.4 It is strictly prohibited for a Promoter to share, lend, assign, sublicense, or allow third parties to use their G‑Office account or access platform resources on their behalf.

7.5 The Promoter agrees to use the G‑Office account solely for lawful, professional, and Program-related purposes, in accordance with this Agreement and applicable legislation.

7.6 The Company reserves the right to monitor all account activity for compliance, fraud prevention, system security, and performance optimisation. The Promoter expressly consents to such monitoring.

7.7 In case of dispute or doubt regarding the ownership or control of an account, the Company reserves the right to suspend the account and request documentary evidence to determine the legitimate account holder.

7.8 The Company may impose additional identity verification or compliance requirements at any time, including enhanced due diligence or declarations under anti-money laundering regulations.

8.1 The Promoter acts as an independent economic operator and is not an employee, agent, legal representative, franchisee, or partner of the Company, Happydemy, or any affiliated entity.

8.2 Nothing in this Agreement shall be construed as creating any form of employment, joint venture, partnership, franchise, fiduciary, exclusive representation, or agency relationship between the Promoter and the Company.

8.3 The Promoter shall have no authority to bind the Company or represent it in any contractual, financial, or legal capacity unless expressly authorised in writing.

8.4 The Promoter is solely responsible for the organisation of their own promotional activity, work time, tools, costs, business structure, taxation, and compliance with local labour, social security, and commercial laws.

8.5 The Promoter acknowledges that they are not entitled to any employment benefits, including but not limited to: minimum wage, holiday pay, maternity/paternity leave, social security contributions, pension schemes, or insurance coverage.

8.6 The Promoter agrees to indemnify and hold the Company harmless from any claims, demands, or liabilities arising from any misclassification, employment-related disputes, or third-party allegations of disguised employment.

8.7 In case of doubt or external complaint, the Company reserves the right to require the Promoter to provide proof of independent status, business registration, or professional licence, as applicable in their country of operation.

9.1 The Promoter’s account shall be considered officially active only upon successful completion of the registration process, compliance with all applicable requirements under Article 6, and payment of the G‑Office subscription, as required.

9.2 The Company reserves the right to delay, withhold, or refuse account activation at its sole discretion, particularly in the presence of incomplete, inaccurate, or unverifiable information, or due to legal or compliance concerns.

9.3 The Company may suspend a Promoter’s account, without prior notice, in any of the following circumstances:

• (a) Violation of any provision of this Agreement, the Promoter Guidelines, or any applicable policy;
• (b) Suspicion or evidence of fraudulent, misleading, unethical, or illegal behaviour;
• (c) Failure to meet KYC, AML, or other verification requirements;
• (d) Prohibited use of the platform or misrepresentation of the business model;
• (e) Use of multiple accounts or account sharing without authorisation;
• (f) Dormant or inactive status for a continuous period exceeding ninety (90) days.

9.4 Suspension may result in temporary restriction of access to the G‑Office platform, freezing of commissions, or interruption of rights under this Agreement, without compensation.

9.5 The Company shall notify the Promoter of any suspension action, indicating the reasons and, where appropriate, providing an opportunity to cure the violation within a specified time period.

9.6 If the breach is not remedied within the allowed timeframe, or if the misconduct is deemed serious or intentional, the Company may proceed with permanent termination under Article 13.

10.1 The G‑Office platform is the official digital environment through which Promoters manage their account, access performance data, monitor commissions, and receive Company communications.

10.2 Access to the G‑Office platform is personal, non-exclusive, non-transferable, and conditional upon the Promoter’s compliance with this Agreement and the payment of the required subscription.

10.3 The Company retains full and exclusive ownership of the G‑Office platform, including all software, databases, interfaces, content, proprietary tools, and system architecture. No rights are transferred to the Promoter.

10.4 The Promoter must use the G‑Office platform in a lawful, ethical, and professional manner. Any misuse, hacking attempt, automated scraping, reverse engineering, or exploitation of vulnerabilities shall result in immediate suspension or termination of access, without prejudice to legal action.

10.5 The Company reserves the right to modify, update, restrict, or discontinue any feature or functionality of the G‑Office platform at any time, without obligation to notify or compensate the Promoter.

10.6 The Promoter is solely responsible for maintaining the confidentiality and security of their G‑Office login credentials. The Company shall not be liable for any loss, damage, or liability arising from unauthorised access due to negligence or misuse.

10.7 Access to the G‑Office platform does not confer upon the Promoter any intellectual property rights, software usage rights, or license beyond the temporary and revocable permission granted under this Agreement.

10.8 The Promoter agrees to receive legal notices, account updates, business alerts, and promotional opportunities via the G‑Office interface, which shall be considered as official and valid communication from the Company.

10.9 In case of dispute, audit, or internal investigation, the Company may temporarily restrict access to the G‑Office platform without liability or obligation to restore access until the matter is resolved.

11.1 This Agreement shall enter into force on the date of the Promoter’s successful registration and activation. It shall remain valid for a period of twelve (12) months, unless earlier terminated in accordance with the terms herein.

11.2 The Agreement shall automatically renew for successive periods of twelve (12) months, provided the Promoter remains compliant with the Agreement and maintains an active G‑Office subscription without interruption.

11.3 The Company may notify the Promoter of any substantial changes to the Agreement, subscription terms, or Program policies at least fifteen (15) days before the renewal date—continued use of the platform after such notice shall be accepted.

11.4 The Promoter may elect not to renew this Agreement by providing written notice via the G‑Office platform or by email to the Company at least ten (10) days before the expiration of the current term.

11.5 Failure to maintain an active subscription, comply with minimum activity standards, or satisfy verification requirements may result in non-renewal at the Company’s sole discretion, without obligation to compensate or reinstate the Promoter.

11.6 In the event of non-renewal or expiration of this Agreement, all rights, access, and entitlements of the Promoter shall cease immediately, without prejudice to any commissions already accrued in accordance with Section D.

12.1 The Company reserves the right to temporarily or permanently suspend the Promoter’s access to the G‑Office platform, visibility within the referral system, or any associated benefits, without prior notice, in the following cases:

• (a) Violation or suspected violation of any provision of this Agreement, the Promoter Guidelines, or applicable laws;
• (b) Engagement in unethical, deceptive, misleading, or fraudulent practices;
• (c) Submission of false, incomplete, or unverifiable registration or payment information;
• (d) Breach of confidentiality, unauthorised disclosure of internal materials, or reputational harm to the Company;
• (e) Legal or regulatory requirements, internal investigation, or compliance audit.

12.2 During the suspension period, the Promoter’s commissions, bonuses, referral visibility, access to data, and participation in events or promotions may be withheld, frozen, or disabled without compensation.

12.3 The Promoter will be notified of the reason for the suspension and, if applicable, given a reasonable timeframe to fix the breach or provide clarification.

12.4 If the Promoter fails to remedy the breach or if the violation is deemed material, intentional, or damaging to the Company’s interests, the Company may proceed with permanent termination under Article 13.

12.5 Suspension shall not interrupt or extend the validity of this Agreement, nor confer any right to compensation, damages, or reinstatement unless explicitly authorised by the Company.

12.6 The Promoter waives any claim against the Company for damages arising from a suspension executed in good faith and pursuant to the terms of this Agreement.

13.1 The Company may terminate this Agreement at any time, with immediate effect and without prior notice, in any of the following circumstances:

• (a) Serious or repeated breach of this Agreement, the Promoter Guidelines, or any Company policy;
• (b) Misuse of the G‑Office platform, manipulation of the referral system, or fraudulent commission activity;
• (c) Engagement in conduct that harms, discredits, or threatens the reputation, legality, or integrity of the Company or its affiliates;
• (d) Violation of applicable laws, regulations, or compliance requirements, including tax evasion, money laundering, or deceptive marketing;
• (e) Use of false identity, impersonation, or submission of forged documentation;
• (f) Disclosure of confidential information, trade secrets, or intellectual property without authorisation;
• (g) Multiple reports or verifiable complaints from customers, users, or other Promoters;
• (h) Inactivity or abandonment of the account for more than one hundred and twenty (120) consecutive days, unless previously justified and approved.

13.2 Termination under this Article may occur without warning if the misconduct is considered material, malicious, or legally significant.

13.3 Upon termination, the Promoter’s account shall be deactivated, and all access to the G‑Office platform and related tools shall cease immediately.

13.4 All unpaid commissions, bonuses, or benefits accrued up to the date of termination shall be forfeited if the termination is due to misconduct, fraud, or policy violations.

13.5 The Company shall notify the Promoter of the termination via the G‑Office platform or by email, stating the grounds for such decision. No further explanation or appeal shall be required.

13.6 The Promoter waives any claim for damages, compensation, or reinstatement following a termination carried out under this Article, provided it was executed in good faith and in accordance with this Agreement.

14.1 The Promoter may terminate this Agreement at any time by submitting a written notice via the G‑Office platform or by email to the official Company contact, clearly stating the intention to terminate.

14.2 Termination shall take effect within five (5) business days from the receipt of the notice, or on a later date specified by the Promoter, provided the account is in good standing.

14.3 Upon termination, all access to the G‑Office platform and associated services shall be revoked, and the Promoter shall no longer be entitled to receive commissions, bonuses, or benefits under this Agreement.

14.4 No refunds shall be issued for any G‑Office subscription fees, Premium Bundles, or related services previously paid by the Promoter.

14.5 Any unpaid commissions accrued before termination, if eligible under Section D, shall be processed according to the Company’s standard withdrawal procedures, unless the termination was due to misconduct or breach of contract.

14.6 The Promoter shall immediately cease all use of the Company’s intellectual property, brand assets, promotional materials, and any reference to affiliation with the Program.

14.7 Termination shall not relieve the Promoter of any outstanding obligations, liabilities, or breaches incurred before the effective date of termination.

15.1 Upon termination of this Agreement, whether initiated by the Promoter or by the Company, all rights, licenses, and privileges granted under this Agreement shall cease immediately.

15.2 The Promoter shall no longer be entitled to access the G‑Office platform, participate in any promotions or programs, or represent themselves as affiliated with the Company or the Happydemy® ecosystem.

15.3 All commissions, bonuses, and rewards not yet paid shall be forfeited in the event of termination due to breach, fraud, or non-compliance, at the sole discretion of the Company.

15.4 Any commissions accrued before termination and not subject to forfeiture shall be processed within the standard withdrawal window, in accordance with the terms of Section D.

15.5 The Promoter shall immediately cease all use of the Company’s trade name, trademarks, branding, copyrighted materials, and proprietary content, including on personal websites, social media, or public profiles.

15.6 The Company shall have the right to delete, anonymise, or retain the Promoter’s account information in accordance with applicable data protection laws and the Company’s privacy policy.

15.7 Termination shall not relieve either Party of any legal obligations, liabilities, or commitments accrued before the effective termination date.

15.8 Any clauses of this Agreement which, by their nature or content, are intended to survive termination (including but not limited to those concerning confidentiality, intellectual property, non-solicitation, limitation of liability, and indemnification), shall continue to be valid and enforceable.

16.1 The Promoter shall conduct all activities in a legal, honest, transparent, and ethical manner, in line with the values and principles of the Company and the Happydemy® ecosystem.

16.2 The Promoter agrees to respect the dignity, privacy, and rights of all individuals they interact with in connection with their promotional activities.

16.3 The Promoter must avoid any form of coercion, pressure, harassment, manipulation, or misleading representation in the process of inviting new users or promoting services.

16.4 The Promoter shall not make income claims, promises of success, or guarantees of earnings unless expressly authorised in official Company materials.

16.5 The Promoter agrees to act professionally at all times, avoiding offensive, defamatory, discriminatory, or politically sensitive content.

16.6 The Promoter must not engage in conduct that may harm the Company’s reputation, operations, legal standing, or the experience of other users.

16.7 The Promoter must respect all applicable laws and regulations in their jurisdiction, including but not limited to those governing advertising, privacy, intellectual property, consumer protection, taxation, and digital commerce.

16.8 The Promoter shall not attempt to interfere with or damage the platform, software, systems, or operations of the Company or any of its partners.

16.9 The Promoter agrees not to disparage the Company, its affiliates, its representatives, or its products and services in any form, whether verbal, written, or digital.

16.10 The Promoter shall ensure that any third party acting on their behalf (e.g., subcontractors, consultants, marketing agencies) complies with the same standards of conduct under this Agreement.

17.1 The Promoter agrees to follow all marketing and promotional guidelines provided by the Company from time to time, including those outlined in the official Promoter Guidelines document, which forms an integral part of this Agreement.

17.2 Promotional content must be truthful, respectful, and not misleading in any way. The Promoter may not exaggerate product benefits, earning potential, or system features.

17.3 All public promotional activities (online or offline) must reflect the official positioning, messaging, and visual identity of the Happydemy® brand.

17.4 The Promoter may not present themselves as an employee, agent, or official representative of the Company. They must always identify themselves as Independent Promoters.

17.5 The Promoter shall refrain from using spam, mass unsolicited messages, clickbait techniques, or any form of aggressive advertising that could damage the Company’s reputation.

17.6 Promotional materials, websites, sales funnels, or landing pages created independently by the Promoter must be approved by the Company before use, unless expressly authorised in writing.

17.7 The Promoter agrees to clearly disclose its independent status and promotional purpose in any communication involving potential customers or team members, as required by law.

17.8 Any unauthorised use of the Company’s logos, trademarks, graphics, slogans, or proprietary language is strictly prohibited unless explicitly licensed or pre-approved in writing.

17.9 The Promoter shall not use Happydemy® or Goomood brand names, trademarks, or product names in paid advertisements, domain names, social media account names, or apps without express written consent.

17.10 The Company reserves the right to request edits, suspensions, or removal of any promotional material deemed inconsistent with its brand values, legal obligations, or strategic positioning.

18.1 The Promoter agrees to maintain complete transparency in all communications, presentations, and promotional activities relating to the Company, the Program, or any affiliated products and services.

18.2 Any promotional message, content, or campaign that includes commercial intent must clearly disclose the Promoter’s status as an Independent Promoter and the potential for receiving commissions.

18.3 The Promoter must include appropriate and conspicuous affiliate disclosures in all applicable content formats, including but not limited to:

• Social media posts and stories
• Videos and livestreams
• Emails, newsletters, or DMs
• Landing pages or websites
• Events and webinars

18.4 The disclosure must be easily noticeable and written in plain language, such as:

“As an Independent Promoter, I may earn commissions from qualifying purchases or subscriptions.”

18.5 The Promoter may not omit or obscure the commercial nature of their relationship with the Company in any direct or indirect communication.

18.6 The Promoter must not impersonate consumers, third-party reviewers, or use false testimonials in any format, including AI-generated reviews or anonymous comments.

18.7 All promotional messages must accurately reflect the features, limitations, and pricing of Happydemy® services, without distortion or omission.

18.8 Any local legal requirements for disclaimers, consumer protection, or electronic communications must be strictly followed by the Promoter.

19.1 The Promoter may host or participate in live events, webinars, or online meetings related to the promotion of Happydemy® products and services, provided such activities comply with the terms of this Agreement and the Promoter Guidelines.

19.2 The Promoter must obtain prior written approval from the Company before organising any large-scale or publicly advertised event that involves the Happydemy® brand or uses Company materials.

19.3 During any live presentation or event, the Promoter shall:

• Clearly disclose their status as an Independent Promoter;
• Avoid making any earnings guarantees, exaggerated claims, or misleading comparisons;
• Respect the intellectual property and branding of the Company;
• Maintain a respectful, inclusive, and non-discriminatory tone.

19.4 The Promoter is solely responsible for the content, technical setup, moderation, and legal compliance of any event they host or sponsor.

19.5 The Company reserves the right to request the cancellation, modification, or suspension of any event or webinar that is deemed non-compliant, misleading, or damaging to the Company’s interests.

19.6 Recordings of live events may not be shared, sold, or repurposed without the Company’s explicit written consent.

19.7 The Promoter agrees to refrain from discussing confidential Company information, including compensation structures, internal policies, or plans, unless such information is already made public by the Company.

20.1 The Promoter shall use only official marketing, sales, and training materials provided or expressly approved by the Company in all promotional activities.

20.2 The creation, modification, or distribution of unofficial materials—such as custom videos, presentations, brochures, landing pages, or social media content—requires prior written approval from the Company.

20.3 The Promoter shall not modify, edit, translate, or repurpose official Company materials in any way that may alter their original meaning, tone, legal disclaimers, or branding elements.

20.4 The Promoter agrees not to copy or distribute any internal documents, confidential guidelines, training content, or restricted-access materials without explicit permission.

20.5 The use of official materials must always comply with:

• Applicable copyright and intellectual property laws;
• The Promoter Guidelines;
• The tone, style, and ethical standards defined by the Company.

20.6 Any violation of this Article may result in immediate suspension or termination of the Promoter’s account, and potential legal action in cases of misuse or reputational harm.

21.1 The Promoter is strictly prohibited from engaging in any activity that violates this Agreement, the Promoter Guidelines, or applicable laws and regulations.

21.2 The following practices are expressly forbidden and may result in immediate account suspension or termination, without prior notice:

• (a) Making or implying earnings guarantees, “get-rich-quick” claims, or promises of passive income without effort;
• (b) Offering unauthorised incentives, gifts, cashback, or monetary rewards to recruit new users;
• (c) Operating fake accounts, misrepresenting personal or business identity, or using deceptive digital marketing techniques;
• (d) Engaging in mass spamming, bot activity, fake referrals, or unauthorised advertising (including paid ads using Company brands);
• (e) Promoting the Program as an investment opportunity or financial product;
• (f) Targeting vulnerable individuals with pressure-based or manipulative tactics;
• (g) Participating in cross-recruitment or soliciting Promoters from other teams or structures;
• (h) Presenting Happydemy® as an employment opportunity, franchise, or agency model;
• (i) Creating or distributing materials that include hate speech, discrimination, illegal activity, sexual content, or politically inflammatory messages;
• (j) Implying or stating that participation in the Program guarantees access to Company governance, ownership, or intellectual property rights.

21.3 The Promoter shall not engage in practices that may be interpreted as unlawful multi-level marketing, pyramid selling, or misleading direct selling under the laws of any applicable jurisdiction.

21.4 The Company reserves the right to report any violation of this Article to relevant legal or regulatory authorities and to pursue legal remedies in case of damages or compliance breaches.

22.1 The Promoter acknowledges and accepts that the Company maintains a separate and binding set of Promoter Guidelines, which define in greater detail the ethical, promotional, and operational standards required under this Agreement.

22.2 The Promoter Guidelines form an integral part of this Agreement and are contractually binding upon all registered Promoters, even if not physically signed.

22.3 The Company reserves the right to update the Promoter Guidelines from time to time, with or without prior notice, to adapt to evolving legal, regulatory, or operational requirements.

22.4 It is the responsibility of the Promoter to regularly review the latest version of the Promoter Guidelines and ensure full compliance at all times.

22.5 In the event of any inconsistency or contradiction between the Promoter Guidelines and this Agreement, the terms of this Agreement shall prevail, unless explicitly stated otherwise by the Company in writing.

22.6 Failure to comply with the Promoter Guidelines may result in disciplinary action, including temporary suspension, permanent termination, or loss of commissions, at the Company’s sole discretion.

23.1 To be eligible to receive commissions under the Program, the Promoter must:

• (a) Have a fully activated and compliant account, including successful completion of any KYC or identity checks;
• (b) Hold an active G‑Office subscription at the time the commission is generated;
• (c) Not be in breach of any provision of this Agreement or the Promoter Guidelines;
• (d) Be located in a jurisdiction where participation in the Program is legally permitted.

23.2 Commissions are calculated and granted only on qualifying transactions within the Happydemy® ecosystem, as defined by the Company.

23.3 The Company reserves the right to withhold or revoke commissions in cases of suspected fraud, abusive behaviour, policy violations, or non-compliant activities.

23.4 No commissions shall be earned from the Promoter’s own purchases or subscriptions.

24.1 The Promoter must maintain an active, valid subscription to the G‑Office platform to preserve their rights under this Agreement, including eligibility to earn commissions and manage referred users.

24.2 The G‑Office subscription is a mandatory business management tool, designed to provide Promoters with access to back-office features, dashboards, marketing resources, performance analytics, and regulatory documents.

24.3 The subscription is not a payment for income potential, but a required service to support the compliant operation of the Promoter’s independent activity.

24.4 Failure to maintain an active G‑Office subscription may result in:

• Suspension of commission accruals;
• Inaccessibility to the G‑Office platform;
• Automatic downgrade of account status;
• Termination of Promoter privileges after an extended grace period, as defined in the Guidelines.

24.5 Subscription fees are non-refundable once the billing cycle has started, except where otherwise required by applicable consumer law.

24.6 G‑Office subscription plans and fees may be revised by the Company at any time. Any material change will be communicated in advance via official channels.

25.1 The Promoter shall be compensated in accordance with the official Compensation Plan, as published and updated from time to time by the Company.

25.2 The Compensation Plan outlines the methods, percentages, and eligibility criteria for earning commissions on:

• (a) Direct purchases made by referred users within the Happydemy® platform;
• (b) Revenue generated by users in the Promoter’s team structure, as permitted by the current Plan;
• (c) Additional performance-based incentives, if and when offered.

25.3 The Company reserves the right to modify, suspend, or replace the Compensation Plan at any time, with or without prior notice, to adapt to business, legal, or market requirements.

25.4 No element of the Compensation Plan shall be interpreted as:

• (a) A guarantee of income;
• (b) A fixed salary or contractual obligation to pay recurring amounts;
• (c) A representation of investment returns.

25.5 The Promoter is responsible for reviewing the current version of the Compensation Plan and understanding how commission amounts are calculated, accrued, and paid.

25.6 Any discrepancies or concerns regarding commission calculations must be reported within thirty (30) days from the date of the alleged issue. Claims made after this period may not be reviewed.

26.1 Commissions are accrued in the Promoter’s G‑Office account in real-time, upon validation of eligible transactions within the Happydemy® platform.

26.2 All commissions are denominated in British Pounds Sterling (GBP), unless otherwise specified by the Company for specific jurisdictions or currencies.

26.3 Commissions become withdrawable only when the Promoter:

• (a) Has reached the minimum payout threshold set by the Company;
• (b) Holds a valid and active G‑Office subscription;
• (c) Has completed all required KYC, tax, and payment verification procedures;
• (d) Is not in violation of any provision of this Agreement or the Promoter Guidelines.

26.4 Payouts are processed every week, subject to technical availability, banking schedules, and any applicable holding periods required by the Company or payment provider.

26.5 In the event of a chargeback or refund, the related commissions will be subject to a twenty-one (21) day holding period before becoming eligible for withdrawal. This delay allows the Company to mitigate fraud risks and process reversals if necessary.

26.6 The Promoter shall be solely responsible for:

• (a) Reporting income and paying any taxes due in their jurisdiction;
• (b) Ensuring that banking or payout details provided are accurate and current;
• (c) Complying with any invoice or documentation requests from the Company or its partners.

26.7 Unclaimed commissions may expire after twelve (12) months of inactivity, at the sole discretion of the Company.

26.8 The Company reserves the right to withhold, delay, or cancel commission payouts in case of:

• (a) Suspected fraud or abuse;
• (b) Pending dispute, chargeback, or refund;
• (c) Legal, regulatory, or tax compliance issues.

27.1 All intellectual property rights, including but not limited to trademarks, trade names, logos, slogans, content, designs, platform architecture, source code, training materials, business models, and documentation related to Happydemy® and GMDC LTD, are and shall remain the exclusive property of the Company or its licensors.

27.2 The Promoter acknowledges that no transfer, license, or assignment of any intellectual property right shall be implied or granted by virtue of this Agreement, except as expressly authorised herein.

27.3 Any unauthorised use, reproduction, modification, distribution, or disclosure of the Company’s intellectual property shall constitute a material breach of this Agreement and may lead to immediate termination and legal action.

28.1 Subject to full compliance with this Agreement, the Company grants the Promoter a limited, non-exclusive, non-transferable, and revocable licence to use official marketing materials, trademarks, and digital assets solely for the purpose of promoting Happydemy® in accordance with the Promoter Guidelines.

28.2 The licence granted:

• (a) Does not permit the Promoter to create derivative works or modify the official content;
• (b) Is strictly limited to the duration of the Promoter’s active participation in the Program;
• (c) Terminates automatically upon expiration or termination of this Agreement for any reason.

29.1 The Promoter shall not:

• (a) Register or use any domain name, username, brand, or online identity that includes the terms “Happydemy”, “GMDC”, or any confusingly similar variations;
• (b) Use any trademark or logo owned by the Company in a way that implies partnership, employment, ownership, endorsement, or joint venture without prior written consent;
• (c) Develop or distribute any content, tool, software, or materials that imitate or compete with the Company’s proprietary systems or platforms.

30.1 The Promoter agrees to represent the Company’s brand and values with honesty, professionalism, and integrity.

30.2 Any misuse, misrepresentation, or distortion of the Company’s brand, mission, or intellectual property—whether intentional or negligent—shall result in immediate suspension or revocation of all promotional rights.

30.3 The Company reserves the right to amend branding guidelines and restrict usage permissions at its sole discretion at any time.

31.1 The Promoter agrees to treat as strictly confidential all non-public, sensitive, strategic, financial, commercial, and operational information disclosed or made accessible by the Company, whether directly or indirectly.

31.2 This obligation applies to, but is not limited to:

• (a) Commission structures and business plans;
• (b) Internal software, systems, and tools;
• (c) Strategic documents, communications, and unreleased features;
• (d) Any data related to other Promoters or users.

31.3 The Promoter shall not use, disclose, reproduce, or distribute any such Confidential Information for personal benefit, for the benefit of a third party, or in any way that may cause harm to the Company.

31.4 These confidentiality obligations remain in force during the entire term of the Agreement and for a period of five (5) years after its termination.

32.1 The Company shall collect, process, and store personal data in accordance with:

• (a) The UK Data Protection Act;
• (b) The EU General Data Protection Regulation (GDPR);
• (c) Any applicable local privacy legislation in jurisdictions where the Company operates.

32.2 The Promoter acknowledges and consents that the Company will process their personal data for purposes related to:

• (a) Contractual execution of this Agreement;
• (b) Payment of commissions;
• (c) Account verification and regulatory compliance;
• (d) Access to the G‑Office platform.

32.3 The Promoter agrees to keep any user data obtained through Happydemy® confidential, not download, extract, export, or reuse such data for any personal or commercial purpose.

32.4 If the Promoter collects or processes personal data independently (e.g., through their own marketing tools or external platforms), they shall act as an autonomous data controller and bear full responsibility for compliance with applicable privacy laws.

32.5 The Promoter is strictly prohibited from using, extracting, storing, or reusing any data related to users they have referred or indirectly generated within the Happydemy® ecosystem, outside the scope expressly permitted by this Agreement.

This includes, but is not limited to:

• (a) Sending independent or unauthorised commercial communications;
• (b) Downloading, reselling, renting, or sharing user data;
• (c) Using such data for retargeting campaigns, third-party advertising platforms, or external CRM systems.

Any violation of this clause shall constitute a material breach and may result in the immediate termination of the Promoter’s account, without prejudice to any additional legal actions the Company may pursue.

33.1 The Promoter agrees not to take any action that may compromise the security, stability, or confidentiality of the Company’s systems, business operations, or data architecture.

33.2 Any attempt to hack, manipulate, bypass, or extract unauthorised access to the G‑Office, user data, commission engine, or any other technical infrastructure will result in immediate termination and potential legal prosecution.

33.3 The Company reserves the right to monitor activity, investigate suspicious behaviour, and enforce appropriate sanctions—including legal action and damage claims—against any breach of this Section.

34.1 The Company makes no representations or guarantees regarding:

• (a) The amount of income a Promoter may earn;
• (b) The success or performance of the Program;
• (c) The results of any promotional activities, campaigns, or efforts made by the Promoter.

34.2 Any income examples, testimonials, or figures provided by the Company—whether in writing, orally, or through marketing materials—are illustrative only and do not constitute any promise or guarantee of actual results.

34.3 The Promoter acknowledges that earnings depend solely on their individual efforts, market conditions, and compliance with the terms of this Agreement.

35.1 To the fullest extent permitted by applicable law, the Company shall not be liable for any:

• (a) Indirect, incidental, special, or consequential damages;
• (b) Loss of profits, income, customers, business opportunities, or goodwill;
• (c) Downtime, technical failure, or software malfunctions affecting access to the G‑Office or platform;
• (d) Errors in commission calculations arising from incorrect data input by the Promoter.

35.2 In no event shall the Company’s total aggregate liability to the Promoter exceed the total amount of commissions earned by the Promoter in the preceding three (3) months.

35.3 Nothing in this Agreement shall exclude liability for fraud, gross negligence, or willful misconduct by the Company.

36.1 The Promoter agrees to indemnify, defend, and hold harmless fully the Company, its directors, officers, employees, and affiliates from and against any claims, demands, losses, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of or related to:

• (a) The Promoter’s breach of this Agreement or the Promoter Guidelines;
• (b) Any violation of laws, regulations, or third-party rights in the course of promotional activities;
• (c) The use or misuse of official materials, intellectual property, or confidential information;
• (d) Any negligence, misrepresentation, or unlawful conduct on the part of the Promoter.

36.2 This obligation survives the termination or expiration of this Agreement.

37.1 This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior agreements, representations, negotiations, and understandings, whether oral or written.

37.2 The headings used in this Agreement are for convenience only and shall not affect the interpretation of any clause.

37.3 Any provision of this Agreement that is invalid, illegal, or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity only, without affecting the remaining provisions or affecting the validity or enforceability of such provision in any other jurisdiction.

38.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.

39.1 Any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of London, United Kingdom.

39.2 Notwithstanding the foregoing, the Company shall have the right to seek injunctive or equitable relief in any competent court to prevent or restrain breaches of this Agreement.

40.1 If any provision of this Agreement is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be severed from the Agreement, and the remainder shall remain in full force and effect.

41.1 No failure or delay by the Company in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof.

41.2 No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach or of such provision.

42.1 All notices required or permitted under this Agreement shall be given in writing and shall be deemed delivered:

• (a) When delivered in person;
• (b) When sent via registered post or courier to the last known address;
• (c) When sent by email to the registered email address of the Promoter or the official email address of the Company.

42.2 The Promoter is responsible for keeping their contact details accurate and up to date in the G‑Office platform.