1. DEFINITIONS

1.1 Program

“Program” means the PURO gut-health, functional wellness and integrative health-support program

offered by GutIQ, including consultations, coaching sessions, assessments, reports, protocols,

educational guidance, access to content, tools, resources and support channels, as described in the

applicable Program description, proposal, invoice, email, onboarding document or written

communication shared with the Client.

1.2 Coaching Services

“Coaching Services” means lifestyle, nutrition, behaviour, wellness and accountability support provided

by GutIQ coaches, including but not limited to habit change, protocol guidance, nutrition education,

tracking, symptom monitoring and implementation support.

1.3 Medical Services

“Medical Services” means clinical assessment, medical opinion, report review or advice, where provided,

by licensed medical practitioners engaged by GutIQ, including but not limited to MBBS and/or BAMS

doctors, acting within their respective professional qualifications, licences and scope of practice.

1.4 Services

“Services” means together the Coaching Services, Medical Services, educational support,

communication support, Program Materials and any other service or benefit provided under or in

connection with the Program.

11.5 Start Date

“Start Date” means the date on which the Client’s access to the Program is activated by GutIQ, or such

other date as GutIQ confirms in writing.

1.6 Program Materials

“Program Materials” means all written, audio, visual, digital or other materials, frameworks, methods,

questionnaires, protocols, meal plans, diet charts, supplement guidance, videos, handouts, checklists,

trackers, worksheets, presentations, reports, templates, recordings, educational content and any other

content or resources provided or made accessible to the Client by GutIQ in connection with the

Program.

1.7 GutIQ Team

“GutIQ Team” means GutIQ’s founders, directors, doctors, coaches, consultants, employees, contractors,

advisors, representatives, support team members, administrative team members and any other person

engaged by or associated with GutIQ in connection with the delivery, management or support of the

Program.

1.8 Authorised Representative

“Authorised Representative” means any family member, spouse, parent, child, caregiver, assistant,

employee, agent or other person who communicates with GutIQ on behalf of the Client or participates

in the Program communications with the Client’s permission, express or implied.

2. NATURE AND SCOPE OF SERVICES

2.1 Integrative wellness program

The Program is an integrative gut-health and wellness program that combines Coaching Services with,

where appropriate, Medical Services delivered by medical practitioners engaged by GutIQ. The Program

is designed to support the Client in making informed decisions about lifestyle, nutrition, self-care and

wellness, and to complement, not replace, the care provided by the Client’s existing healthcare

providers.

2.2 Coaching Services are non-medical

Coaching Services are educational, supportive and advisory in nature. They may include, without

limitation:

(a) review of the Client’s history, symptoms, lifestyle and goals;

(b) guidance on nutrition, routines, stress management, sleep, movement and behaviour change;

(c) interpretation of patterns and trends in symptoms, reports and health history from a functional

wellness and educational perspective;

(d) design, adaptation and support for lifestyle and nutrition protocols;

2(e) accountability, tracking and implementation support.

Coaching Services do not constitute the practice of medicine, diagnosis, treatment of disease,

emergency care or substitute medical care.

2.3 Medical Services, where applicable

GutIQ may, at its discretion and where appropriate to the Client’s profile, provide access to licensed

clinicians engaged by GutIQ to render Medical Services, including medical review of reports, advising on

further investigations and providing medical opinions within their scope of practice. All such Medical

Services are provided by the relevant doctor acting under their professional licence, professional

judgment and ethical obligations.

2.4 No emergency, acute or hospital-level care

The Services do not include emergency medicine, acute care, in-person physical examination, hospital-

level care, crisis care, psychiatric emergency care or urgent medical response. In case of any acute,

severe, alarming or rapidly worsening symptoms, the Client is required to immediately seek in-person

care from local emergency services, a local physician, hospital or appropriate licensed healthcare

provider.

2.5 No guarantee of outcome

The Client understands and agrees that human biology is complex and individual responses to any

lifestyle, nutrition, supplement, medical or wellness intervention vary. GutIQ does not guarantee any

particular outcome, including but not limited to symptom resolution, weight change, lab value

normalisation, disease remission, fertility improvement, hormonal correction, mental health

improvement, medication reduction, freedom from relapse, or any other specific result.

2.6 Non-exclusivity of care

The Program is designed to be adjunctive to, and not a substitute for, the Client’s existing medical care.

The Client remains under the ultimate care of their primary physician(s), specialist(s) and/or local

healthcare providers. All decisions relating to prescription medication, emergency care, hospitalisation,

surgery, procedures and disease-specific medical treatment remain the responsibility of the Client and

their prescribing or treating doctor(s).

2.7 No substitute for in-person examination

The Client acknowledges that remote consultations, report reviews and online communications have

limitations and cannot replace in-person physical examination, diagnostic procedures, emergency

assessment or local medical care where required.

3. CLIENT ELIGIBILITY AND RESPONSIBILITIES

3.1 Accurate and complete information

The Client represents and warrants that all information they have provided, and will provide, to GutIQ,

including medical history, diagnoses, medications, allergies, surgeries, procedures, prior treatments,

3lab reports, imaging reports, symptoms, pregnancy status, mental health history and supplement use,

is true, accurate and complete to the best of their knowledge.

3.2 Duty to update

The Client shall promptly inform GutIQ in writing of any material change in their health status, including

but not limited to new diagnoses, hospitalisations, pregnancy, surgery, procedures, new medication,

medication changes, allergies, adverse reactions, new symptoms or significant worsening of existing

symptoms during the Program.

3.3 Primary physician involvement

The Client agrees that:

(a) they will maintain a relationship with one or more primary treating physicians in their country of

residence;

(b) they will consult their treating physician before starting, stopping, reducing, increasing or modifying

any prescription medication;

(c) they will discuss any significant Program recommendations, including supplements, herbs,

elimination diets, major dietary changes, fasting, detoxification protocols, exercise changes or lifestyle

shifts, with their treating physician, particularly where they have complex, chronic or high-risk

conditions;

(d) they shall not delay or avoid conventional medical care, emergency care, diagnostic testing,

medication, procedure, surgery or hospital care solely because they are participating in the Program.

3.4 Implementation is voluntary

The Client understands that all recommendations issued under the Program are recommendations

only. Implementation of any recommendation is voluntary and at the Client’s discretion. The Client

assumes responsibility for decisions regarding their own health, lifestyle and medical care.

3.5 High-risk conditions

If the Client has, or develops, any high-risk condition, including but not limited to severe cardiovascular

disease, advanced liver disease, kidney disease, active cancer, inflammatory bowel disease flare,

uncontrolled diabetes, eating disorder, major psychiatric illness, pregnancy, lactation, post-surgical

status, bariatric surgery history, autoimmune disease, neurological disease, immunosuppression or any

condition requiring specialist care, the Client shall ensure that their treating specialist is aware of their

participation in the Program and shall promptly obtain any clearance recommended by that specialist.

3.6 Responsibility for Authorised Representatives

The Client shall be responsible for all communications, conduct, representations, instructions,

approvals, payment-related communications and behaviour of any Authorised Representative who

interacts with GutIQ or the GutIQ Team on the Client’s behalf. Any breach of this Agreement by an

Authorised Representative shall be deemed a breach by the Client.

44. PROGRAM STRUCTURE, DURATION AND TIERS

4.1 Program tiers

GutIQ may offer multiple Program tiers distinguished by coach seniority, intensity of support, access

level, practitioner involvement, founder or senior practitioner oversight and other inclusions. The

specific tier selected by the Client and the associated inclusions shall be as set out in the Program

description, proposal, invoice, onboarding document, email or written communication shared with the

Client prior to or at the time of payment.

4.2 Duration

The Program shall commence on the Start Date and shall continue for the duration specified in the

Program description, proposal, invoice or written communication, unless extended or terminated

earlier in accordance with this Agreement.

4.3 Sessions and scheduling

Consultations and coaching sessions will be conducted remotely, including by video call, telephone,

messaging platform or other agreed platforms. The Client shall cooperate in scheduling sessions within

the Program duration. Missed, delayed, unused or expired sessions shall be treated in accordance with

this Agreement.

4.4 Program modifications

GutIQ reserves the right to make reasonable modifications to Program structure, including allocation of

coaches or doctors, modes of delivery, communication channels, content, resources, timelines and

operational processes, provided that the overall nature and value of the Program are not materially

diminished.

4.5 Practitioner allocation

The Client understands that GutIQ may allocate, reallocate or replace coaches, doctors, consultants or

support team members at its discretion based on availability, expertise, internal capacity, clinical

appropriateness, operational needs or safety considerations. The Client is not entitled to insist on

services from a specific team member unless expressly confirmed in writing as part of the selected

Program tier.

5. FEES, PAYMENTS AND NO-REFUND POLICY

5.1 Fees

The Program fees payable by the Client (“Fees”) shall be as communicated in writing by GutIQ for the

specific Program tier selected by the Client, including by email, proposal, invoice, payment link,

message or other written communication.

55.2 Payment terms

Unless otherwise expressly agreed in writing, Fees are due in advance and payable in full prior to the

Start Date. Where GutIQ permits instalment payments, the instalment schedule and amounts shall be

specified in writing and shall form part of this Agreement.

5.3 No refunds

All Fees paid are strictly non-refundable, in whole or in part, including without limitation in the event of:

(a) the Client’s change of mind or circumstances;

(b) difficulty in attending scheduled sessions;

(c) non-completion or early withdrawal from the Program;

(d) dissatisfaction with progress, pace, recommendations or outcomes;

(e) medical events, travel, personal matters, family circumstances or professional commitments arising

during the Program;

(f) the Client’s failure or inability to implement recommendations;

(g) termination, suspension or cessation of participation in accordance with this Agreement.

5.4 Commercial basis of no-refund policy

The Client acknowledges that the no-refund policy is a material term of this Agreement and is

commercially reasonable because GutIQ allocates practitioner capacity, blocks scheduling bandwidth,

begins case review, onboarding, planning, internal coordination, clinical or coaching analysis,

administrative processing and access to Program resources from the time of enrolment and/or

activation.

5.5 No chargebacks or payment disputes

The Client agrees not to initiate chargebacks, payment reversals or payment disputes with their bank,

card issuer, payment gateway or other intermediary in respect of Fees validly charged. In the event of

an attempted chargeback, GutIQ shall be entitled to suspend all Services and recover from the Client

the Fees, together with any costs, charges, penalties, administrative expenses and reasonable legal

costs incurred in relation to such dispute.

5.6 Consequences of payment default

If the Client fails to make any payment when due, GutIQ may, without prejudice to any other rights:

(a) suspend or limit access to the Program;

(b) withhold future consultations, support, reports, materials or services;

(c) declare all remaining unpaid instalments immediately due and payable;

6(d) terminate the Client’s participation in the Program without refund, credit or extension.

5.7 Taxes and charges

All Fees are exclusive of applicable taxes, levies, duties, bank charges, currency conversion charges,

gateway charges and other transaction costs, unless expressly stated otherwise. The Client shall be

responsible for any such additional amounts that may be imposed under applicable law, by banks,

gateways or payment intermediaries.

6. HEALTH RISKS AND CLIENT ASSUMPTION OF RISK

6.1 Inherent risks

The Client acknowledges that any change in diet, supplements, herbs, physical activity, sleep patterns,

stress management practices, fasting windows, elimination diets or other lifestyle practices may carry

inherent risks, including but not limited to gastrointestinal upset, bloating, acidity, constipation,

diarrhoea, fatigue, headaches, sleep changes, mood changes, temporary symptom fluctuations,

allergies, intolerances, interactions with existing conditions or medications and other unforeseen

effects.

6.2 Voluntary participation

The Client confirms that they are voluntarily choosing to participate in the Program and to implement

any recommendations, with awareness of the above risks.

6.3 Obligation to stop and seek care

The Client agrees that if they experience any alarming, severe, unusual or rapidly worsening symptoms,

they will immediately stop the relevant protocol element and seek medical attention from their local

healthcare provider, specialist, hospital or emergency services.

6.4 No guarantee of safety in all circumstances

While GutIQ endeavours to provide Services with due professional care, no remote or wellness-support

program can eliminate all risk. The Client accepts that some risks may exist even where reasonable care

is taken.

6.5 Prescription medication and supplements

GutIQ does not prescribe, discontinue, increase, decrease or modify prescription medication unless

such advice is provided by an appropriately licensed medical practitioner acting within their lawful

scope of practice. Supplements, herbs, dietary changes and lifestyle recommendations may interact

with medications, procedures, medical conditions or pregnancy/lactation status. The Client is

responsible for obtaining clearance from their treating physician or specialist where relevant.

77. LIMITATION OF LIABILITY AND INDEMNITY

7.1 Limitation of liability

To the maximum extent permitted by applicable law, GutIQ, its directors, officers, employees, doctors,

coaches, consultants, contractors, advisors, agents and representatives (collectively, the “GutIQ Parties”)

shall not be liable to the Client for any indirect, consequential, incidental, special, exemplary or punitive

damages, or for any loss of income, profits, business, opportunity, goodwill, reputation, data or

emotional distress, arising out of or in connection with the Program, Services or this Agreement,

whether in contract, tort, negligence, breach of statutory duty or otherwise.

7.2 Aggregate cap

Without prejudice to Clause 7.1, the total aggregate liability of the GutIQ Parties to the Client for any

and all claims arising out of or relating to the Program, Services or this Agreement shall, in any event,

not exceed the total Fees actually paid by the Client for the Program in the three (3) months

immediately preceding the event giving rise to the claim.

7.3 No exclusion of non-waivable rights

Nothing in this Agreement shall exclude or limit any liability which cannot be excluded or limited under

applicable law.

7.4 Indemnity

The Client agrees to indemnify, defend and hold harmless the GutIQ Parties from and against any and

all claims, demands, actions, losses, damages, liabilities, costs and expenses, including reasonable legal

fees, arising out of or in connection with:

(a) the Client’s breach of this Agreement;

(b) the Client’s failure to disclose relevant information or update GutIQ regarding material changes in

their health, symptoms, medications or medical status;

(c) the Client’s decision to act or not act upon any recommendation contrary to medical advice or

without obtaining appropriate medical clearance;

(d) any conduct, communication or breach by an Authorised Representative;

(e) any third-party claim brought as a result of the Client’s use, misuse, sharing or implementation of

the Services or Program Materials;

(f) any unauthorised recording, publication, disclosure, reproduction or misuse of Program Materials,

communications or confidential information.

88. TELECONSULTATION AND COMMUNICATION

8.1 Remote delivery

The Client consents to receiving Services by remote means, including but not limited to video call

platforms, telephone, email, messaging applications such as WhatsApp, voice notes, web-based portals,

forms, documents and other digital communication channels.

8.2 Technology limitations

The Client understands that there are inherent limitations and risks associated with teleconsultation

and digital communication, including possible interruptions, delays, unauthorised access, data

breaches, device issues, platform failures, internet instability or technical errors. GutIQ will use

reasonable efforts to maintain confidentiality and security but cannot guarantee absolute protection

against all possible risks.

8.3 Non-urgent nature of communication channels

The Client acknowledges that WhatsApp, email, portals and other messaging platforms are not

appropriate channels for urgent, emergency or acute medical situations and undertakes not to rely on

these channels in such circumstances.

8.4 Response times

GutIQ will make reasonable efforts to respond to Client communications within the support framework

applicable to the Client’s Program tier. However, response times may vary based on team availability,

weekends, holidays, case complexity, time zones and operational capacity. Unless expressly stated in

writing, the Program does not include 24/7 support, emergency response or real-time medical

monitoring.

8.5 Appropriate use of communication channels

The Client agrees to use GutIQ communication channels respectfully, reasonably and only for Program-

related purposes. GutIQ may limit, suspend or redirect communication where messages are excessive,

abusive, inappropriate, repetitive, outside scope, urgent/emergency in nature or unrelated to the

Program.

9. CONFIDENTIALITY AND DATA PRIVACY

9.1 Confidential handling by GutIQ

GutIQ shall take reasonable measures to maintain the confidentiality of the Client’s personal and health

information and shall use such information for purposes including delivery of the Program, internal

case discussion, service improvement, training, quality assurance, operational coordination, legal

compliance and regulatory obligations.

99.2 Permitted disclosures by GutIQ

GutIQ may share the Client’s information among its internal team members, including doctors, coaches,

consultants, operations team members and support staff, on a need-to-know basis for effective delivery

of the Program. GutIQ may also disclose information where required by law, regulation, court order,

governmental authority, professional obligation, payment dispute, legal claim or to protect the safety,

rights or interests of GutIQ, the Client or any third party.

9.3 Client confidentiality obligations

The Client shall keep confidential and shall not disclose, publish, share, reproduce, forward, upload, sell,

distribute, commercially exploit or make available to any third party any confidential or proprietary

information received from GutIQ or the GutIQ Team, including but not limited to:

(a) Program Materials;

(b) protocols, meal plans, supplement guidance, case recommendations and practitioner notes;

(c) WhatsApp messages, voice notes, emails, call summaries, internal guidance and team

communications;

(d) proprietary frameworks, methods, systems, tools, processes and educational content;

(e) pricing, proposals, invoices, commercial terms and internal business information;

(f) names, contact details, personal information or communications of GutIQ Team members, clients,

participants or community members.

9.4 Personal use only

All information, guidance and communications provided to the Client are for the Client’s personal use

only and may not be used to advise, coach, treat, guide or provide services to any other person,

whether commercially or otherwise.

9.5 Client device and account responsibility

The Client is responsible for maintaining the confidentiality and security of communications on their

own devices, email accounts, messaging applications, cloud accounts and networks. GutIQ shall not be

responsible for unauthorised access caused by the Client’s device, account, network, sharing or security

practices.

9.6 Anonymised learning and internal training

GutIQ may use anonymised or de-identified case learnings, trends, observations and outcomes for

internal training, quality improvement, research, educational development, service improvement and

content development, provided that the Client is not personally identified without consent.

1010. PROGRAM MATERIALS AND INTELLECTUAL PROPERTY

10.1 Ownership

All Program Materials, methods, frameworks, protocols, systems, educational resources, content,

designs, processes, trade names, brand assets, diagnostic frameworks and intellectual property are and

shall remain the sole and exclusive property of GutIQ or its licensors. Nothing in this Agreement shall be

construed as transferring any intellectual property rights to the Client.

10.2 Licence for personal use

Subject to timely payment of Fees and compliance with this Agreement, GutIQ grants the Client a

limited, non-exclusive, non-transferable, revocable licence to use the Program Materials solely for the

Client’s personal use during and after the Program.

10.3 Restrictions on use

The Client shall not, without GutIQ’s prior written consent:

(a) reproduce, copy, distribute, adapt, translate, summarise, publish, upload, post or share Program

Materials;

(b) sell, license, rent, commercially exploit or otherwise monetise Program Materials;

(c) use Program Materials to provide services, coaching, advice, treatment, programs or products to

others;

(d) share Program Materials with family members, friends, healthcare professionals, coaches,

competitors or third parties except where strictly necessary for the Client’s own medical care;

(e) reverse engineer, replicate or derive competing content, frameworks, services or programs from the

Program Materials.

10.4 Prohibition on recording

The Client shall not record, screenshot, screen-record, transcribe, photograph or otherwise capture

audio, video or written content from sessions, calls, portals, chats or Program communications without

prior written consent from GutIQ. If any session recordings are provided by GutIQ, they are for personal

reference only and shall be treated as Program Materials.

10.5 Equitable relief

The Client acknowledges that any unauthorised use, disclosure, copying or exploitation of GutIQ’s

confidential information or intellectual property may cause irreparable harm. GutIQ shall be entitled to

seek injunctive relief, damages, recovery of profits, legal costs and any other remedies available under

law or equity.

1111. NON-SOLICITATION AND NON-CIRCUMVENTION

11.1 Non-solicitation of GutIQ Team

During the Program and for a period of twenty-four (24) months after the end, expiry or termination of

the Program, the Client shall not, directly or indirectly, solicit, approach, engage, hire, retain, contract

with, request private services from, or attempt to engage any GutIQ doctor, coach, healthcare

practitioner, consultant, employee, contractor, advisor, representative or support team member for any

private, independent, competing or outside services without GutIQ’s prior written consent.

11.2 No circumvention

The Client agrees not to bypass, circumvent or attempt to bypass GutIQ by requesting, accepting,

arranging or paying for services directly from any GutIQ Team member introduced to the Client

through GutIQ, the Program or any GutIQ communication channel.

11.3 Non-solicitation of clients or community members

Where the Client is introduced to, becomes aware of, or gains access to other GutIQ clients, community

members, participants or prospects through any GutIQ platform, group, session, event, community,

communication channel or referral context, the Client shall not solicit, promote to, sell to, recruit,

commercially approach, collect data from, or otherwise exploit such access for personal, professional,

commercial, competing or third-party purposes.

11.4 No inducement

The Client shall not induce or attempt to induce any GutIQ Team member, client, participant, contractor,

consultant or business partner to terminate, reduce, alter or breach their relationship with GutIQ.

11.5 Remedies

The Client acknowledges that breach of this Clause may cause GutIQ significant commercial,

operational and reputational harm. GutIQ shall be entitled to seek injunctive relief, damages, recovery

of losses, account of profits, legal costs and any other remedies available under law or equity.

12. TESTIMONIALS, FEEDBACK AND LIMITED BRAND USE

12.1 Voluntary submission

The Client is under no obligation to provide any testimonial, review, feedback, photograph, audio

recording, video recording, social media post or client-experience content.

12.2 Limited use of voluntarily shared content

If the Client voluntarily shares with GutIQ any written testimonial, feedback video, audio message,

review, photograph, screenshot, social media story, message or similar client-experience content for

sharing or publication, the Client permits GutIQ to display such content, including reasonable excerpts

or short snippets, on GutIQ’s own website and GutIQ’s own organic social media channels.

1212.3 Permitted editing

GutIQ may make reasonable edits to such content solely for brevity, formatting, subtitles, clarity,

grammar, design consistency, anonymisation or excerpting, provided that the overall meaning is not

materially altered or presented in a misleading manner.

12.4 No amplified or campaign-style use without separate consent

Unless the Client separately agrees in writing, GutIQ shall not use the Client’s testimonial, feedback,

image, voice, likeness, name, social media handle, employer name or other identifying content in any

paid advertisement, boosted post, sponsored promotion, endorsement, collaboration, partner

campaign, press feature or other amplified promotional activity.

12.5 Respect for privacy

GutIQ will use reasonable care to respect the Client’s privacy when using testimonial content and will

not disclose detailed medical records, sensitive health information or additional private information

beyond what the Client has voluntarily chosen to share for such purpose.

12.6 Withdrawal of consent

The Client may withdraw consent for future use of identifiable testimonial content by giving written

notice to GutIQ. Upon receipt of such notice, GutIQ will use reasonable efforts to stop new uses within a

reasonable period. However, GutIQ shall not be required to recall, delete or amend materials already

lawfully published, distributed, archived, printed, posted, shared, embedded, indexed or used prior to

receipt of such notice, except where required by applicable law.

13. RESCHEDULING, MISSED SESSIONS, PAUSES AND

TERMINATION

13.1 Rescheduling policy

The Client shall provide at least forty-eight (48) hours’ prior notice to reschedule a scheduled session.

Sessions cancelled, postponed or rescheduled with insufficient notice, or sessions missed without

notice, may be treated as utilised and may not be rebooked, at GutIQ’s discretion.

13.2 Late arrival

If the Client is late for a scheduled session, the session may still end at the originally scheduled end

time. If the Client is substantially late or unavailable, GutIQ may treat the session as missed and utilised.

13.3 Expiry of sessions and benefits

All sessions, support and benefits included in the Program must be utilised within the Program

duration. Unused sessions, calls, reviews, support or services shall expire at the end of the Program and

shall not be carried forward, refunded, transferred, converted to credit or exchanged for any other

service.

1313.4 Pause, hold or extension

Any pause, hold, freeze, extension, transfer or deferment of the Program is entirely discretionary and

must be approved by GutIQ in writing. No pause, hold, freeze, extension, transfer or deferment shall be

implied by conduct, delay, non-attendance, illness, travel, personal circumstances or temporary non-

participation. Approval of any pause or extension in one instance shall not create a right to future

pauses, extensions, refunds or credits.

13.5 Termination by GutIQ

GutIQ may suspend or terminate the Client’s participation in the Program, with immediate effect,

where:

(a) the Client repeatedly fails to attend scheduled sessions;

(b) the Client engages in abusive, threatening, harassing, intimidating, defamatory, discriminatory,

sexually inappropriate, coercive, manipulative, hostile, persistently rude or disrespectful behaviour,

whether written, verbal, digital or physical, towards any GutIQ Team member;

(c) an Authorised Representative engages in conduct described in Clause 13.5(b);

(d) GutIQ reasonably believes continuation of the Program is not in the Client’s best interest from a

safety, clinical, ethical, operational or professional perspective;

(e) the Client materially breaches this Agreement;

(f) the Client misuses, shares, records, reproduces or commercially exploits Program Materials or

confidential information;

(g) the Client initiates a chargeback, payment dispute or payment default;

(h) the Client attempts to solicit, bypass or privately engage any GutIQ Team member in breach of this

Agreement.

13.6 No refund on suspension or termination

Where suspension or termination occurs under this Agreement, including but not limited to Clause

13.5, the Client shall not be entitled to any refund, credit, transfer, extension, waiver of Fees or

compensation, except as required by mandatory applicable law.

13.7 Termination by Client

The Client may cease participation in the Program at any time by written notice. Such cessation shall not

entitle the Client to any refund, fee waiver, transfer, extension or credit, except as required by

mandatory applicable law.

1413.8 Survival of obligations

Clauses relating to fees, no refunds, confidentiality, intellectual property, non-solicitation, non-

circumvention, limitation of liability, indemnity, dispute resolution, non-disparagement and any other

clauses which by their nature should survive shall survive expiry or termination of this Agreement.

14. PUBLIC STATEMENTS, REVIEWS AND NON-DISPARAGEMENT

14.1 Private resolution first

The Client agrees to raise concerns, complaints or disputes with GutIQ in writing first and allow GutIQ a

reasonable opportunity to review and respond before escalating the matter externally, except where

prohibited by law or in cases requiring urgent legal or regulatory action.

14.2 No false, misleading or unlawful statements

Nothing in this Agreement prevents the Client from making truthful statements about their experience.

However, the Client shall not publish, post, share, circulate or make any false, misleading, defamatory,

malicious, selectively edited, confidential, unlawful or commercially damaging statement about GutIQ,

the GutIQ Team, the Program, other clients or Program communications.

14.3 Confidential content in public posts

The Client shall not disclose private Program communications, confidential information, screenshots,

recordings, practitioner messages, internal recommendations, other client information or Program

Materials in any public forum, social media platform, review platform, messaging group, press

communication or third-party publication without GutIQ’s prior written consent.

14.4 Remedies

GutIQ reserves the right to seek removal, correction, injunctive relief, damages, legal costs and any

other remedies available under law in relation to any breach of this Clause.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing law

This Agreement shall be governed by and construed in accordance with the laws of the United Arab

Emirates and the laws applicable in the Emirate of Dubai, without giving effect to conflict of law

principles.

15.2 Good-faith resolution

The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or in

connection with this Agreement, the Program or the Services through good-faith negotiations.

1515.3 Arbitration

If a dispute is not resolved within thirty (30) days of written notice by one Party to the other describing

the dispute, the dispute shall be finally resolved by arbitration seated in Dubai, United Arab Emirates, by

a sole arbitrator appointed by mutual agreement of the Parties. If the Parties are unable to agree on the

sole arbitrator, the arbitrator shall be appointed in accordance with the applicable arbitration rules

agreed by the Parties or as determined by the competent authority.

(a) The seat and venue of arbitration shall be Dubai, United Arab Emirates.

(b) The language of arbitration shall be English.

(c) The arbitral award shall be final and binding on the Parties.

(d) The Parties agree that arbitration proceedings shall be confidential to the maximum extent

permitted by law.

15.4 Courts

Subject to the arbitration clause above, the courts of Dubai, United Arab Emirates shall have exclusive

jurisdiction over any interim, injunctive, enforcement or other court-related proceedings arising out of

or relating to this Agreement.

15.5 Injunctive relief

Nothing in this Clause shall prevent GutIQ from seeking urgent interim, injunctive or equitable relief

from a competent court in relation to breach or threatened breach of confidentiality, intellectual

property, non-solicitation, non-circumvention, non-disparagement or misuse of Program Materials.

16. MISCELLANEOUS

16.1 Entire agreement

This Agreement, together with the specific Program description, proposal, invoice, onboarding

document or written communication shared with the Client, constitutes the entire agreement between

the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous

understandings, proposals, representations or communications, whether written or oral.

16.2 Order of priority

In the event of any inconsistency between this Agreement and any Program description, proposal,

invoice, onboarding document or other written communication, this Agreement shall prevail unless the

other document expressly states that it overrides a specific clause of this Agreement.

16.3 Amendments

No amendment or modification of this Agreement shall be valid unless made in writing and signed,

including by electronic execution, by both Parties, or otherwise expressly accepted by GutIQ in writing.

1616.4 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court or arbitral

tribunal of competent jurisdiction, such provision shall be deemed modified to the minimum extent

necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and

effect.

16.5 No waiver

No failure or delay by either Party in exercising any right or remedy under this Agreement shall

constitute a waiver of such right or remedy, nor shall any single or partial exercise of such right or

remedy preclude any other or further exercise.

16.6 Assignment

The Client shall not assign or transfer any rights or obligations under this Agreement without the prior

written consent of GutIQ. GutIQ may assign, transfer or novate its rights and obligations under this

Agreement to any successor, affiliate, group entity, purchaser or assignee, with notice to the Client.

16.7 Notices

Any notice under this Agreement shall be in writing and shall be deemed duly given when sent by email

to the email address last notified by the receiving Party, or when delivered by recognised courier or

registered post to the address set out in this Agreement or such other address as a Party may notify in

writing.

16.8 Electronic signatures and acceptance

The Parties agree that this Agreement may be executed by electronic signature, including through an

electronic signature platform such as DocuSign, and such execution shall have the same legal effect as

a handwritten signature. The Client further agrees that making payment, ticking an acceptance box,

replying with acceptance, signing electronically, accessing the Program or attending Program sessions

may constitute acceptance of this Agreement where permitted by applicable law.

16.9 Independent contractors

Nothing in this Agreement shall be deemed to create a partnership, joint venture, employment, agency

or fiduciary relationship between the Client and GutIQ or between the Client and any GutIQ Team

member.

16.10 Force majeure

GutIQ shall not be liable for any delay, interruption or failure to perform its obligations due to events

beyond its reasonable control, including but not limited to illness, practitioner unavailability, technical

failures, internet disruption, natural disasters, government action, legal restrictions, strikes, war, civil

unrest, pandemic, platform outages, payment gateway failure or other force majeure events.

1717. ACKNOWLEDGEMENT

By visiting this webiste, making payment, accessing the Program or otherwise proceeding to book any service/program, the

Client acknowledges that:

(a) they have read this Agreement in full;

(b) they understand its contents;

(c) they had the opportunity to seek independent legal, medical or professional advice if desired;

(d) they understand the nature, scope and limitations of the Program;

(e) they understand the no-refund policy;

(f) they agree to be bound by the terms of this Agreement.