Elcella Affiliate Referral Program

Effective Date: 19/03/2026

These Affiliate Referral Program Terms and Conditions ("Terms") govern participation in the Elcella Affiliate Referral Program ("Program"). By participating in the Program, you ("Affiliate", "You", or "Referrer") agree to be bound by these Terms and Elcella's Website Terms of Use (together, the "Agreement"). Personal data collected from the Affiliate will be processed in accordance with Elcella's Privacy Policy.

Purpose: Affiliates will be able to recommend Elcella to people known by the Affiliate to be looking for support with weight management or gut health ("End Customers"). Following a referral or recommendation, End Customers must independently make their purchase via www.elcella.com using an Affiliate link or Affiliate code to be given a discount against their purchase.

1. Eligibility

1.1 The Program is open to individuals aged 18 years or over.

1.2 Participation is limited to natural persons acting in a personal capacity. Businesses, companies, partnerships, agencies, or lead-generation services, or other entities are not eligible to participate unless expressly approved in writing by Elcella.

1.3 You may not participate in the Program where doing so would be prohibited by applicable laws, regulations, or codes of practice.

1.4 To participate in the AIOR10 Program, You must have a valid and active PayPal account. Creating and maintaining that PayPal account is the sole responsibility of the Affiliate.

2. The Program

2.1 The Program allows Affiliates to refer new End Customers to Elcella by sharing a unique referral link or referral code provided by Elcella to the Affiliate ("Referral Code"). There are two Programs available, and Elcella will confirm to You in writing which Program You are participating in. In the AOR20 Program, End Customers will benefit from a 20% discount and the AIOR10 Program, End Customers benefit from a 10% discount. In no circumstances will Elcella remunerate an Affiliate where this is not permitted by applicable laws, regulations or codes of practice or this would otherwise be unethical in Elcella's sole discretion. In return for receiving a Referral Code for End Customers, the Affiliate agrees to be bound by this Agreement.

2.2 A referral is considered successful only when a new End Customer completes a qualifying purchase on Elcella's website using the Affiliate's Referral Code ("Referred Customer"). For the purposes of this Agreement, a "qualifying purchase" is:

• An order by an End Customer who has not previously purchased from Elcella;
• the End Customer completes a purchase using the Affiliate's Referral Code; and
• the purchase is successfully completed and not cancelled, refunded, or charged back within 30 days of the purchase being placed.

2.3 Referred Customers will receive the applicable percentage discount off their entire order at checkout when using a valid Referral Code, based on the Program type agreed with the Affiliate in accordance with these Terms.

3. Affiliate Application, Approval and Invitation-Only Status

3.1 Participation in the Elcella Affiliate Referral Program is invitation-only. Upon receipt of an invitation, the Affiliate will be required to provide certain information to activate a Referral Code.

3.2 Submission of an affiliate application does not guarantee acceptance into the Program. All applications are reviewed by the Elcella Affiliate Program Lead, and acceptance or rejection of an application is entirely at Elcella's discretion. Once accepted, Elcella will issue an active Referral Code and provide further information to the Affiliate in writing.

3.3 Elcella reserves the right to reject or remove any Affiliate from the Program at any time, immediately on giving notice, and without providing a reason. However, a final statement of account will be sent to the Affiliate upon closing of the Affiliate account subject to 10.1 below.

3.4 By submitting an application, you confirm that all information provided is true, accurate, complete, and submitted honestly to the best of your knowledge and belief. Providing false, misleading, or incomplete information may result in rejection of your application or immediate removal from the Program.

4. Affiliate Knowledge, Brand Familiarity and Conduct

4.1 Affiliates are required to be fully familiar with Elcella, including:

• Elcella's products and services;
• Elcella's brand positioning, values, and overall tone;
• Elcella's obligations to End Customers;
• Details about what the product does scientifically and what it does not do scientifically;
• The few instances where Elcella is not recommended,

and Elcella will provide relevant information for use by the Affiliate in accordance with Clause 4.4.

4.2 Affiliates must represent Elcella accurately, honestly, and in good faith at all times.

4.3 Affiliates must never:

• make false, exaggerated, or misleading claims about Elcella or its products;
• misrepresent Elcella's services, results, pricing, or guarantees;
• present themselves as employees, agents, or official representatives of Elcella.

4.4 Affiliates will be provided with access to an Affiliate Information Page containing guidance, brand updates, and Program information. It is the Affiliate's responsibility to:

• review this page regularly;
• stay informed of updates, changes, and announcements relating to Elcella and the Program.

4.5 If an Affiliate is unsure about any aspect of Elcella's products, messaging, or brand representation, they must consult the Affiliate Information Page or contact an Elcella representative before promoting or publishing any content.

5. Affiliate Commissions and Payment

5.1 Commission: Where the Affiliate is part of the A10R10 Program under section 2.1 and a Referred Customer receives a percentage discount of 10% under section 2.3 above, the Affiliate will be entitled to receive a commission equal to 10% of that Referred Customer's entire order value (excluding VAT and shipping charges) if the Referred Customer makes a qualifying purchase. The Affiliate will be notified if a qualifying purchase is made.

5.2 Payment: Subject to receipt of details (including the Affiliate's email address) reasonably required by Elcella to enable payment through PayPal, Elcella will pay the commission referred to under section 5.1 above to the Affiliate in United States Dollars through PayPal on or around the last working day of the month in which the corresponding qualifying purchase is confirmed. PayPal is the only valid payment method used by Elcella to pay commission to the Affiliate unless otherwise explicitly agreed in writing with an Affiliate. Elcella accepts no liability for any failure or delay in commission payments due to incorrect PayPal details or other information provided by the Affiliate or any issues with PayPal or the internet which are outside of Elcella's control.

5.3 Affiliates must not use the Referral Code for themselves.

5.4 Unless otherwise explicitly agreed in writing with an Affiliate, including under section 5.1 above, the Affiliate will not receive any monetary payment, commission, credit, store voucher, or other reward for participating in the Program.

5.5 Where the Affiliate does not receive a commission under section 5.1 above, the core benefit of the Program is the discount provided to the Referred Customer.

6. Qualifying Referrals

6.1 Purchases made without using the Referral Code will not be attributed to the Affiliate.

6.2 Elcella reserves the right, in its sole discretion, to determine whether a referral qualifies under these Terms.

7. Use of Referral Codes

7.1 Referral Codes:

• may only be used for purchases made on Elcella's official website;
• cannot be combined with other discount codes, promotions, or offers unless expressly stated otherwise;
• have no cash value and may not be exchanged, sold, transferred, or redeemed for cash.

7.2 Referral Codes may be deactivated or updated at any time at Elcella's discretion.

7.3 New referral codes and offers may be communicated with the Affiliate from time to time.

8. Prohibited Conduct

8.1 Affiliates must not:

• post Referral Codes on coupon websites, deal forums, or discount-aggregation platforms;
• engage in spamming, bulk messaging, or unsolicited commercial communications by whatever means;
• use paid advertising (including PPC, social ads, or keyword bidding) that includes Elcella's brand name or trademarks without prior written consent;
• use misleading, deceptive, or false claims about Elcella or its products;
• use automated systems, bots, scripts, or software to distribute Referral Codes.

9. Disclosure Requirement

9.1 When sharing a Referral Code, Affiliates must at all times comply with any codes of practice applicable to their method of communication (e.g. the Advertising Standards Agency advertising codes) and clearly disclose that:

• the Referred Customer will receive a discount; and
• the Affiliate either does not receive any financial incentive or does receive a financial incentive, as applicable.

10. Suspension and Termination

10.1 Elcella reserves the right to suspend or terminate an Affiliate's participation in the Program at any time if Elcella reasonably believes that the Affiliate has:

• breached these Terms;
• engaged in fraudulent, abusive, or misleading conduct; or
• acted in a way that may harm Elcella's reputation or brand.

10.2 Upon termination, all Referral Codes associated with the Affiliate will be immediately deactivated.

11. Modification or Termination of the Program

11.1 Elcella may modify, suspend, or terminate the Program or these Terms at any time, with or on giving notice.

11.2 Continued participation in the Program constitutes acceptance of any updated Terms.

11.3 The Affiliate may terminate their participation in the Programme at any time by giving notice to Elcella.

12. Laws and Data Protection

12.1 The parties will comply with all applicable laws, including the UK GDPR, the Privacy and Electronic Communications Regulations (PECR), and the Data Protection Act 2018 in relation to their own activities in connection with the Program.

12.2 The parties agree that Affiliates will not be acting as data processors on behalf of Elcella. Affiliates are, in their own capacity as a data controller, responsible for ensuring that any personal data they process in connection with the Program is:

• collected lawfully, fairly, and transparently;
• limited to what is necessary for the intended purpose;
• kept secure and protected against unauthorised access.

12.3 Once an End Customer places an order with Elcella, Elcella will be a separate data controller of such End Customer data.

12.4 Any breach of data protection obligations may result in immediate termination from the Program and may expose the Affiliate to legal liability.

13. No Agency or Partnership

13.1 Nothing in these terms implies any agency or partnership between the Affiliate and Elcella.

14. Limitation of Liability

14.1 To the maximum extent permitted by law, Elcella shall not be liable for any indirect, incidental, or consequential losses arising out of or in connection with the Program.

14.2 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under English law.

15. Governing Law and Jurisdiction

15.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.

15.2 The courts of England and Wales shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms or the Program.