Business purchases of physical products

These B2B Terms of Sale (the "Terms") govern the purchase of physical products by a customer acting for purposes relating to its trade, business, craft or profession (the "Customer", "you", "your") from the BetterMe entity identified as the seller in the applicable order confirmation or invoice, being either BetterMe International Limited, a company incorporated under the laws of Cyprus with registration number HE 417945, BetterMe Limited, a company incorporated under the laws of Cyprus with registration number HE 385565, each with its registered office at Office No. 101, 1st Floor, "Afentiko Anna" Building, Corner of Tepeleniou and Korytsas Street, 8010, Paphos, Cyprus, or BetterMe, Inc., with its office at 101 Montgomery Street, Suite 900, San Francisco, California 94104, United States of America (the "Supplier", "BetterMe", "we", "us", "our").

THESE TERMS APPLY TO BUSINESS CUSTOMERS ONLY AND DO NOT APPLY TO CONSUMER PURCHASES. If you are purchasing for personal, family or household use, do not place an order under these Terms; consumer purchases are governed by our Terms and Conditions of Use and Annex A (Terms of Sale) available at https://betterme.world/en/terms.

Resale of the Products is permitted only within the limited scope set out in Clause 9. Any resale outside that scope requires our prior written consent and may be treated as a material breach of these Terms.

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms, the following definitions apply:

"Brand Assets" means our trademarks, trade names, logos, product imagery, photography, copy, marketing and point-of-sale materials, and other brand materials that we make available to you or that are applied to or accompany the Products;
"Business Day" means a day other than a Saturday, Sunday, or public holiday in the jurisdiction in which the Supplier has its registered office or principal place of business;
"Inspection Period" has the meaning given in Clause 7.1;
"Order" means an order for Products submitted by you or on your behalf, whether through our online checkout, in writing, or against an invoice issued by us;
"Products" means the physical products supplied by us to you under these Terms, as identified in the applicable order confirmation or invoice, including their packaging, labelling, and accompanying documentation; and
"Recommended Retail Price" means any resale price that we communicate to you as guidance, which is non-binding.

1.2. In these Terms:

"including", "includes", "in particular", and "for example" are illustrative and do not limit the generality of the preceding words;
the singular includes the plural and vice versa, and a reference to one gender includes the other;
"in writing" and "written" include email, but do not include instant messaging, SMS, or other transient messaging channels unless we expressly agree otherwise;
a reference to a statute, regulation, or other legislative provision is a reference to it as amended, extended, re-enacted, or replaced from time to time;
a reference to a person includes a natural person, corporate body, or unincorporated body, and to that person's successors and permitted assigns;
a period expressed in days runs from the day after the triggering event, and where a period would end on a day that is not a Business Day, it ends on the next Business Day; and
headings are for convenience only and do not affect the interpretation of these Terms.

2. ACCEPTANCE OF THESE TERMS

2.1. These Terms apply to every order for Products, however that order is placed, including through our online checkout, by email or other written communication, and against an invoice issued by us.

2.2. You accept these Terms and enter into a binding contract with the Supplier by any of the following:

ticking the acceptance box, or clicking "I agree", "Place order", "Submit", or a similar control, at checkout;
submitting or confirming an order in writing, including by email;
paying, or making any part payment against, an invoice that refers to these Terms; or
taking delivery of the Products.

2.3. If you do not accept these Terms, do not place an order, pay an invoice, or take delivery of the Products.

2.4. The version of these Terms that applies to an order is the version in force at the time you submit the order or, where the order is placed against an invoice, the version in force at the date of that invoice. We may amend these Terms at any time by publishing an updated version and updating the "Last updated" date. Amendments apply only to orders submitted on or after that date and do not apply retroactively to orders already accepted.

2.5. These Terms, together with the applicable order confirmation, invoice, and any document expressly incorporated by reference, constitute the entire agreement between the parties in respect of the relevant order. Where the parties have entered into a separate written agreement signed by both parties governing the purchase of the Products, that agreement prevails over these Terms to the extent of any conflict.

2.6. Any terms or conditions contained in your purchase order, vendor onboarding portal, standard supplier terms, or similar document do not apply and are expressly rejected, irrespective of whether we sign, acknowledge, or fail to object to such document.

2.7. You acknowledge that any act of acceptance listed in Clause 2.2 constitutes a legally binding acceptance of these Terms, that clicking a control at checkout constitutes a legally binding electronic signature, and that our electronic records of your acceptance, order, and payment are admissible evidence of these Terms and of your agreement to them.

2.8. Any translation of these Terms is provided for convenience only. In the event of any inconsistency, the English language version prevails.

3. ELIGIBILITY AND CUSTOMER STATUS

3.1. By placing an order you represent and warrant that:

you are a legal entity or a natural person acting for purposes relating to your trade, business, craft or profession, and you are not acting as a consumer;
the individual submitting the order is at least 18 years old and is duly authorised to bind the Customer;
all registration, billing, tax, and shipping information you provide is true, accurate, complete, and kept up to date;
you are not subject to, owned or controlled by a person subject to, and not located in a jurisdiction subject to, any applicable sanctions or export control restrictions; and
your purchase, possession, import, and resale of the Products complies with all applicable laws.

3.2. We may require additional information to verify your business status, tax registration, or intended use of the Products before accepting or processing an order, and may refuse or suspend an account where such information is not provided or cannot be verified.

3.3. Unless we have approved you as a reseller of the Products, you purchase the Products for your own internal business use and may not resell them. Clause 9 applies only where such approval has been given, whether at registration, in writing, or by our confirming an Order placed for the purpose of resale.

3.4. Where we provide you with an account, you are responsible for maintaining the confidentiality of your account credentials and for all activity conducted through your account, including all orders placed and amounts payable. You must notify us without undue delay of any suspected unauthorized access.

4. ORDERS, ACCEPTANCE AND CANCELLATION

4.1. Product listings, price lists, catalogues, and commercial proposals are invitations to treat and do not constitute a binding offer. Each order you submit constitutes an offer by you to purchase the Products on these Terms.

4.2. A contract is formed only when we accept your order. We may accept an order by issuing an order confirmation or invoice, by dispatching the Products, or by otherwise performing the order. An automated acknowledgement of receipt of your order does not constitute acceptance.

4.3. The order confirmation or invoice governs the Products, quantities, prices, and the Supplier entity for that order, and prevails over any prior communication, quotation, or proposal unless we expressly agree otherwise in writing.

4.4 Unless expressly agreed otherwise in writing, only the Supplier entity identified in the applicable order confirmation or invoice is responsible for the Supplier's obligations, and entitled to the Supplier's rights, in respect of that order.

4.5. Orders must be placed in full case pack quantities and must meet any applicable minimum order quantity or minimum order value stated at checkout or in the applicable price list. We are not obliged to accept partial case pack orders or to split case packs.

4.6. We may refuse or limit any order, in whole or in part, in our reasonable discretion, including on grounds of Product unavailability, pricing or listing error, suspected fraud, credit or payment concerns, sanctions or export control concerns, regulatory or product safety concerns, or brand and reputational risk.

4.7. We may cancel an accepted order, in whole or in part, on any of the grounds in Clause 4.6. Where we do so, we will refund any amounts prepaid for the cancelled portion, less any reasonable and non-recoverable costs already incurred by us in connection with that order.

4.8. You may not cancel, amend, or reduce an accepted order without our written consent. Where we consent, we may charge our reasonable costs of order preparation, restocking, and re-warehousing.

4.9. Any forecast, indication of future volumes, or expression of interest is non-binding and does not oblige us to reserve stock or you to purchase. We do not commit to supply any minimum quantity and these Terms do not create any exclusivity, territory, or supply guarantee in your favour. We may supply the Products to any other customer, including your competitors.

4.10. Where a Product becomes unavailable after acceptance, we may substitute a materially equivalent Product with your consent, deliver a partial order, or cancel the affected portion in accordance with Clause 4.7.

5. PRICES, TAXES AND PAYMENT

5.1. Prices are those stated in the applicable order confirmation, invoice, or price list. We may change prices at any time, provided that a price change does not affect an order already accepted.

5.2. Unless expressly stated otherwise, prices are exclusive of VAT, sales, use and similar taxes, import duties, tariffs, customs clearance and brokerage fees, shipping, handling, insurance, and any other charges imposed in connection with the sale, delivery, or importation of the Products, all of which are payable by you in addition to the price. Where you provide a VAT number, you warrant that it is valid and belongs to you. If VAT is not charged in reliance on it and later becomes payable, you must pay it to us on demand.

5.3. Unless expressly agreed otherwise in writing, payment is due in full and in advance. We are under no obligation to reserve stock, process, or dispatch an order until payment has been received in cleared funds.

5.4. For payments made against an invoice by bank transfer, confirmation of receipt of funds may take up to two to three (2-3) Business Days after the funds are credited. Dispatch timelines run from confirmation of cleared funds, not from the date of your payment instruction.

5.5. All payments must be made in the currency and to the bank account specified in the invoice, without deduction, withholding, or set-off. You are responsible for all bank charges and transfer fees, including intermediary and correspondent bank fees. Where an amount received is short of the invoiced amount as a result of such fees, the shortfall remains payable by you.

5.6. Where we have expressly agreed credit terms in writing, and any amount is overdue, we may (without prejudice to any other right or remedy) suspend further dispatches, withhold or cancel pending orders, withdraw credit terms, and charge interest on the overdue amount at the maximum rate permitted by applicable law, together with our reasonable costs of recovery.

5.7. You may not withhold or set off any amount against sums due to us, except to the extent required by applicable law.

5.8. We may withhold any refund, credit, or claim resolution while any amount owed by you to us or any of our affiliates remains overdue, and may apply any refund or credit against such overdue amounts.

5.9. Obvious pricing or specification errors in a listing, price list, or quotation are not binding on us, even after an order has been accepted, and we may cancel the affected order in accordance with Clause 4.7.

6. SHIPPING, DELIVERY, RISK AND TITLE

6.1. Unless otherwise agreed in writing, we arrange shipment using a carrier of our choice. You are responsible for all shipping, handling, insurance, and related logistics charges, including charges arising from split or multiple shipments.

6.2. Delivery timelines may vary depending on Product availability, the dispatching warehouse, and the destination. Any delivery or dispatch timeline communicated to you, whether at checkout, by email, or otherwise, is an estimate only and is not guaranteed. Time is not of the essence in respect of delivery. We are not liable for delays caused by carriers, customs processing, or other events outside our reasonable control.

6.3. You must provide accurate and complete shipping and contact information. Products must be shipped to a physical street address; we do not ship to PO boxes unless we approve otherwise in writing. We are not liable for non-delivery, misdelivery, delay, or loss resulting from inaccurate or incomplete information provided by you, or from your failure to respond to carrier or customs enquiries.

6.4. Where the Products are dispatched to you from within the same customs territory as the delivery address, no import formalities arise for you and this Clause does not apply. Where the Products are dispatched to you from outside the customs territory of the delivery address, then unless we agree otherwise in writing, you are responsible for customs clearance and all import formalities in the destination country and act as the importer of record. We will in all cases provide the customary shipping and Product documentation reasonably requested by you for customs, tax, or regulatory purposes.

6.5. Risk of loss of or damage to the Products passes to you on handover of the Products to the carrier, to the maximum extent permitted by applicable law.

6..6 Title to the Products passes to you on the later of (i) our receipt of full payment in cleared funds and (ii) handover of the Products to the carrier. Until title passes, you must store the Products separately, keep them identifiable as our property, and not encumber them.

6.7. You are responsible for monitoring shipment status, responding to carrier and customs communications, and arranging collection where collection is required. Where an order is delivered or made available for collection at a carrier pickup point, collection centre, customs facility, parcel locker, or other designated location and is not collected, or where delivery fails for reasons attributable to you:

1. 1. the order is not eligible for refund, credit, or replacement;
  2. you remain liable for all storage, demurrage, redelivery, return, re-export, abandonment, and disposal charges; and
  3. we may, after giving you written notice and a reasonable opportunity to arrange collection, treat the Products as abandoned and dispose of or resell them without further liability to you.

6.8. Where you or your nominated forwarder collects the Products or arranges carriage, risk passes on the earlier of handover to you and handover to your nominated carrier, and claims under Clause 7 relating to transit damage do not apply.

7. INSPECTION, CLAIMS AND PRODUCT WARRANTY

7.1. You must inspect the Products promptly on delivery. Claims for visible damage, shortages, over-shipment, incorrect Products, or any other non-conformity apparent on reasonable inspection must be notified to us in writing within five (5) Business Days of delivery (the "Inspection Period"), together with:

clear photographs or video of the issue;
photographs of the outer packaging and any shipping labels; and
the order or invoice reference and the affected quantities and SKUs.

7.2. If you do not notify us within the Inspection Period, the Products are deemed to have been received in conformity with the order in respect of such matters, and you are deemed to have accepted them.

7.3. Where the Products arrive visibly damaged, you must, so far as practicable, note the damage on the carrier's proof of delivery or equivalent document, and must retain all packaging and affected Products until the claim is resolved. Failure to do so may prevent verification of the claim and recovery from the carrier.

7.4. We will accept and determine claims for damage occurring in transit in accordance with this Clause 7 notwithstanding that risk has passed to you under Clause 6.5, provided that you have complied with Clauses 7.1 and 7.3. Clause 6.5 allocates risk as between the parties and does not limit your right to claim under this Clause 7.

7.5. We warrant that, for the warranty period specified in the applicable order confirmation, invoice, or Product documentation and, where no such period is specified, for thirty (30) days from delivery, the Products will:

be free from material manufacturing defects; and
correspond in all material respects to the model and specifications stated in the accepted order.

7.6. Any claim under Clause 7.5 must be notified to us in writing within the applicable warranty period, with the evidence set out in Clause 7.1, and promptly after you become aware of the alleged defect.

7.7. The following do not constitute defects or non-conformity:

1. 1. minor cosmetic imperfections and variations in colour, texture, shade, pattern, or finish, including variations arising from production batches, materials, lighting conditions, and screen or display rendering;
  2. damage to outer or transit packaging where the Products themselves are unaffected;
  3. normal wear and tear, including wear resulting from studio, gym, or other commercial or high-frequency use;
  4. misuse, abuse, accident, neglect, improper storage, improper cleaning, exposure to unsuitable conditions, unauthorised repair, alteration, or use otherwise than in accordance with the Product documentation; and
  5. any variation, characteristic, or condition that does not materially affect the intended use of the Products.

7.8. We do not warrant that the Products will be fit for any particular commercial setting, resale channel, studio or interior design, or aesthetic requirement, and we give no representation as to the working life or durability of the Products. Where the intended use, appearance, or suitability of the Products matters to you, you should order samples before placing a full order.

7.9. Where a claim is validly notified and verified by us, we will, at our option, provide one or more of the following: replacement of the affected Products, store credit against future orders, a partial refund, or a full refund of the price paid for the affected Products. We determine the appropriate resolution and are not obliged to provide the remedy you request.

7.10. Pending our review of a claim, you must retain the affected Products in the condition received, and must not use, sell, distribute, alter, or dispose of them.

7.11. We may require you to return the affected Products for verification. Returns are accepted only where we have issued a return authorisation, and must be made in accordance with our instructions and within the period we specify. Products returned without a return authorisation may be refused, returned to you at your cost, or disposed of. Where return is not commercially reasonable, we may instead require documented destruction or disposal of the affected Products.

7.12. Where we authorise a return in respect of a verified claim, we bear the reasonable cost of return carriage arranged in accordance with our instructions. In all other cases, return carriage, insurance, duties, and associated costs are at your expense, and we are not responsible for Products lost or damaged in return transit.

7.13. Store credit may be applied only against future orders placed with the same Supplier entity, are non-transferable, have no cash value, and expire twelve (12) months after issue unless we state otherwise.

7.14. Refunds, where granted, are made to the original payment method or by bank transfer to the account from which payment was received, and exclude shipping, handling, insurance, duties, storage, and other charges already incurred. VAT charged on the refunded amount is refunded proportionately.

7.15. All orders are final. Except as expressly set out in this Clause 7 or as required by applicable law, the Products are not eligible for return, refund, exchange, or credit, and no right of withdrawal, cooling-off, or cancellation applies. In particular, no return, refund, or credit is available for change of mind, over-ordering, commercial miscalculation, loss of onward sale, or the matters listed in Clause 7.7.

7.16. To the maximum extent permitted by applicable law, this Clause 7 sets out our only warranty and your sole and exclusive remedy in respect of damaged, defective, short-shipped, incorrect, or non-conforming Products, and all other warranties, conditions, and terms implied by statute, common law, or otherwise (including as to satisfactory or merchantable quality, fitness for a particular purpose, and correspondence with description or sample) are excluded. The express warranty, claim procedure, and remedies in this Clause 7 are given in place of those implied terms and are intended to provide you with an equivalent contractual remedy. This Clause 7 does not affect Clause 13.3. Where applicable law does not permit implied warranties to be excluded, the warranty in Clause 7.5 is a limited warranty and any implied warranties are limited in duration to the warranty period in Clause 7.5.

7.17. Where we provide any remedy, accommodation, or concession that is not required by this Clause 7, it is provided as a matter of goodwill and at our discretion, does not constitute an admission of liability, and does not create any right, expectation, or precedent in respect of any other order or claim.

8. SAMPLES

8.1. Samples may be ordered at the applicable wholesale discount to allow you to review materials, colours, finish, and general suitability before placing a full order. Sample requests may be submitted to wholesale@betterme.world.

8.2. Samples are supplied as final sale and are subject to these Terms, including Clause 7. Samples are indicative only; minor variation between a sample and Products subsequently delivered is not a defect and does not entitle you to any remedy.

9. RESALE OF THE PRODUCTS

9.1. This Clause 9 applies only where we have approved you as a reseller of the Products, whether at registration, in writing, or by confirming an order placed for the purpose of resale. If you have not been so approved, the Products are supplied for your own internal business use and you may not resell them.

9.2. Subject to your compliance with these Terms, we permit you to resell the Products only:

in your own name and on your own account, as principal and not as our agent, distributor, or representative;
through the retail location(s), website domain(s), and sales channel(s) that you have identified to us at registration or in writing before your first order, or that we have subsequently approved in writing; and
in the condition in which the Products were supplied, with all original tags, labels, safety information, instructions, and branding intact.

9.3. Any resale outside the scope of Clause 9.2 requires our prior written consent. Without limiting the foregoing, you must not, without our prior written consent, resell the Products through any third-party online marketplace, reseller platform, auction site, or discount or clearance channel, or through any location, domain, or account not covered by Clause 9.2(b), and must not actively solicit or supply any person for the purpose of onward resale or distribution.

9.4. Nothing in this Clause 9 restricts you to any extent prohibited by applicable competition law. In particular, nothing in this Clause 9 prevents you from setting your own resale prices, from responding to and fulfilling unsolicited orders from any customer, or from making passive sales into any territory or customer group, or from using the internet, including your own website, to sell the Products, subject to reasonable quality and brand presentation requirements that we apply.

9.5. You must notify us before adding any new retail location, domain, or sales channel, and we may withhold approval or impose reasonable conditions. We may withdraw approval for a channel on written notice where continued sale through that channel creates legal, compliance, product safety, or reputational risk.

9.6. You are free to determine your own resale prices. We do not impose fixed or minimum resale prices, and any Recommended Retail Price we communicate is non-binding guidance only. Nothing in these Terms restricts your ability to set your own prices or to respond to unsolicited orders from customers outside your usual channels.

9.7. You resell the Products in your own name and are solely responsible for all dealings with your customers, including sales practices, marketing and consumer disclosures, pricing, taxes, invoicing, fulfilment, delivery, returns, exchanges, refunds, chargebacks, warranty handling, and after-sales support. You must not:

1. 1. represent that we are the seller to your customers, that you are our agent or affiliate, or that you can bind us;
  2. direct your customers to us for returns, refunds, exchanges, warranty claims, or support, except where we expressly agree in writing or where required by applicable law; or
  3. provide us with personal data relating to your customers except where necessary for a specific request and in compliance with applicable data protection laws.

9.8. Where a customer of yours contacts us directly in relation to a Product purchased from you, we may refer that customer back to you.

9.9. You must maintain reasonable records of your resales of the Products and of any customer complaints, safety incidents, or quality issues relating to them, and must provide relevant information to us on request where reasonably necessary for product safety, regulatory, traceability, or recall purposes.

10. BRAND, INTELLECTUAL PROPERTY AND NO REBRANDING

10.1. All intellectual property rights in the Products, their design and specifications, our branding, and the Brand Assets remain our exclusive property or that of our licensors. Nothing in these Terms transfers or assigns any such rights to you.

10.2. Subject to your compliance with these Terms, we grant you a royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Brand Assets we make available to you solely for the purpose of identifying, marketing, and reselling the Products within the scope permitted by Clause 9, and in accordance with any brand guidelines we provide.

10.3. When reselling the Products you must clearly identify them as BetterMe products.

10.4. You must not:

modify, adapt, translate, crop, overlay, or create derivative works from the Brand Assets, except as we approve in writing;
use the Brand Assets or our trademarks in any paid advertising or sponsored promotion otherwise than in accordance with our brand guidelines, or in a manner suggesting that you are BetterMe or an official BetterMe store, and, where the Supplier is BetterMe, Inc., use our trademarks as keywords or in any search advertising except as we approve in writing;
use the Products, the Brand Assets, or our trademarks to promote or endorse any third-party product or service, or in a manner suggesting a partnership, endorsement, or affiliation beyond your role as a reseller of the Products;
register or attempt to register any trademark, design, domain name, social media identifier, or other identifier that is identical or confusingly similar to any of our intellectual property; or
use the Products, the Brand Assets, or our trademarks in any manner that is misleading, inaccurate, or reasonably likely to harm our brand, reputation, commercial interests, or goodwill.

10.5. You must not remove, alter, obscure, or replace any tag, label, safety marking, instruction, batch or serial identifier, or branding on or accompanying the Products.

10.6. You must not rebrand, private label, co-brand, repackage, or modify the Products, or apply your own or any third party's trademark, logo, or branding to the Products or their packaging, unless we have given our prior written consent. Any such consent is granted per order or per Product, must be obtained before production or application of any branding, and may be given subject to conditions, including approval of design mockups.

10.7. Where we consent under Clause 10.6, you acknowledge that you may thereby assume the obligations of a manufacturer, importer, or distributor under applicable product safety, labelling, and traceability laws in the markets where you sell the rebranded Products. You are solely responsible for compliance with those obligations, and Clause 13.4 applies to any resulting claim. Products bearing your branding are excluded from Clause 7.5 to the extent the defect or non-conformity arises from the branding, its application, or the repackaging process.

10.8. You must notify us in writing without undue delay if you become aware of any actual, threatened, or suspected infringement of our intellectual property, or of any counterfeit or unauthorised Products.

10.9. We may revoke any permission or licence granted under this Clause 10 immediately on written notice where you breach these Terms or where we reasonably believe continued use creates legal, compliance, or reputational risk. On revocation, or on termination of these Terms, you must promptly cease all use of the Brand Assets and, so far as reasonably practicable, remove related materials from your channels within a reasonable period. You may continue to sell through Clause 9.2 channels any Products already delivered to you, subject to Clauses 9 and 10.3 to 10.5.

11. COMPLIANCE AND PRODUCT SAFETY

11.1. You must comply with all applicable laws in connection with your purchase, import, possession, storage, marketing, and resale of the Products, including consumer protection, advertising, labelling, disclosure, distance selling, tax, and product safety requirements in each jurisdiction where you sell them.

11.2. You must store, handle, and transport the Products in accordance with any instructions we provide and in conditions appropriate to their nature.

11.3. You must not make any medical, health, therapeutic, diagnostic, or performance claim in relation to the Products, and must not represent the Products as medical devices, unless we have expressly authorised the claim in writing and it is permitted by applicable law.

11.4. You must notify us without undue delay, and in any event promptly after becoming aware, of any material safety incident, injury, product complaint pattern, suspected counterfeit activity, regulatory enquiry, or recall request relating to the Products, providing all relevant details available to you. You must cooperate reasonably with us in relation to safety communications, corrective actions, withdrawals, and recalls as required by applicable law, and must maintain records sufficient to permit traceability of the Products you have resold.

11.5. You must comply with all applicable sanctions, export control, and anti-corruption laws, and must not resell or ship the Products to any restricted party or jurisdiction.

12. CONFIDENTIALITY

12.1. Wholesale price lists, discount structures, commercial proposals, volume terms, product roadmaps, and any other non-public commercial or technical information we make available to you are our confidential information. You must keep such information confidential, use it only for the purpose of purchasing and reselling the Products under these Terms, and not disclose it to any third party other than to your personnel and professional advisers who need to know it and who are bound by equivalent obligations of confidence.

12.2. Clause 12.1 does not apply to information that is or becomes public other than through your breach, that you lawfully receive from a third party without restriction, or that you are required to disclose by law or by a competent authority, provided that (where lawful) you notify us in advance and disclose only the minimum required.

12.3 The obligations in this Clause 12 continue for two (2) years after the last order placed under these Terms, and for so long thereafter as the information remains confidential.

13. LIABILITY AND INDEMNITY

13.1. To the maximum extent permitted by applicable law, our total aggregate liability arising out of or in connection with these Terms and any order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total price paid by you for the specific order giving rise to the claim.

13.2. To the maximum extent permitted by applicable law, we are not liable for any indirect, special, incidental, consequential, or punitive loss, or for any loss of profit, revenue, margin, business, contracts, customers, anticipated savings, goodwill, or reputation, or for any loss arising from your inability to resell the Products, in each case however arising and whether or not foreseeable.

13.3. Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

13.4. You shall defend, indemnify, and hold harmless us, our affiliates, and our and their respective officers, directors, employees, and agents from and against all third-party claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

your breach of these Terms;
your resale of the Products, including your sales practices, consumer disclosures, pricing, fulfilment, delivery, returns, refunds, chargebacks, and after-sales support;
any marketing, advertising, or promotional material created or used by you, including any claim that it infringes third-party rights or is misleading or unlawful;
your violation of applicable law in connection with the import, marketing, or resale of the Products, including product safety, labelling, and traceability obligations applicable to importers and distributors, consumer protection, and data protection laws; and
any modification, re-labelling, rebranding, repackaging, improper storage, mishandling, or unauthorised statement or claim by you in relation to the Products.

13.5. Clause 13.4 does not apply to the extent the claim arises from our fraud or wilful misconduct, or from a manufacturing defect in the Products as supplied by us, provided that you have complied with these Terms.

13.6. We may assume exclusive control of the defence of any matter for which you are required to indemnify us, and you will provide reasonable assistance at your expense. You must not settle any such matter without our prior written consent.

14. SUSPENSION AND TERMINATION

14.1. We may suspend your account, withhold acceptance of new orders, suspend dispatch of accepted orders, and suspend any permission granted under Clauses 9 and 10, with immediate effect on notice, where:

any amount payable by you is overdue;
we reasonably suspect a breach of these Terms, fraud, or unauthorised resale; or
we reasonably believe continued supply creates legal, compliance, sanctions, product safety, or reputational risk.

14.2. These Terms apply to each Order until all obligations of both parties in respect of that Order have been performed. Either party may end the wholesale relationship, and decline to place or to accept any further Orders, at any time by written notice, without liability. In addition, either party may terminate these Terms and any accepted Order with immediate effect on written notice where the other party commits a material breach and fails to remedy it within thirty (30) days of being required to do so in writing, or becomes insolvent, enters liquidation or administration, has a receiver appointed over its assets, or ceases to carry on business.

14.3. Termination does not affect orders already accepted, which remain binding and must be fulfilled and paid for in accordance with these Terms, unless the parties agree otherwise in writing.

14.4. On termination, all permissions granted under Clauses 9 and 10 terminate, subject to Clause 10.9. Amounts already paid are non-refundable to the extent they correspond to Products already produced, delivered, or handed over to a carrier, or to costs reasonably incurred by us in preparing or arranging shipment.

14.5. Termination does not affect any right, remedy, obligation, or liability accrued up to the date of termination. Clauses 5, 7, 10, 11.4, 12, 13, 15, and 16 survive termination, together with any other provision that expressly or by implication is intended to survive.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1. The governing law and dispute resolution mechanism applicable to an order depend on the Supplier entity identified in the applicable order confirmation or invoice, as set out in this Clause 15.

15.2. Where the Supplier is BetterMe International Limited or BetterMe Limited (Cyprus):

these Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation, are governed by the laws of England and Wales, without regard to its conflict of law rules;
the parties will first attempt to resolve any dispute through good faith negotiations. Either party may initiate negotiations by written notice. If the dispute is not resolved within thirty (30) days of that notice, either party may refer it to arbitration; and
any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by binding arbitration administered by the Cyprus Arbitration and Mediation Centre (CAMC) in accordance with its Arbitration Rules. The seat of arbitration shall be Nicosia, Cyprus, the arbitration shall be conducted by a single arbitrator in the English language, and the award shall be final and binding and enforceable in any court of competent jurisdiction. This arbitration agreement is governed by the laws of England and Wales.

15.3. Where the Supplier is BetterMe, Inc. (United States):

these Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation, are governed by the laws of the State of Delaware, United States of America, without regard to its conflict of law rules;
the parties will first attempt to resolve any dispute through good faith negotiations, on the basis set out in Clause 15.2(b); and
any dispute not resolved through negotiation shall be referred to and finally resolved by binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (JAMS) in accordance with its Comprehensive Arbitration Rules and Procedures, before a single arbitrator, with the seat of arbitration in Wilmington, Delaware, conducted in the English language. The award shall be final and binding and enforceable in any court of competent jurisdiction; and
any dispute must be brought on an individual basis. Disputes may not be arbitrated or litigated on a class, collective, consolidated, or representative basis, and the arbitrator may not consolidate the claims of more than one customer or preside over any form of representative or class proceeding.

15.4. The parties shall keep confidential the existence and content of any arbitration proceedings and any award, including all information disclosed and documents produced, except to the extent required by law or for the purpose of enforcing the award.

15.5. Nothing in this Clause 15 prevents either party from seeking interim, conservatory, injunctive, or emergency relief from a competent court before the constitution of the arbitral tribunal or pending the award, or from seeking equitable relief in any court of competent jurisdiction, without waiving arbitration, to prevent or restrain the unauthorised use or disclosure of confidential information or the infringement or misuse of intellectual property rights.

15.6. The United Nations Convention on Contracts for the International Sale of Goods (1980) does not apply to these Terms or to any order placed under them.

16. GENERAL

16.1. Force majeure. Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay) caused by any circumstance beyond its reasonable control, including acts of God, flood, drought, earthquake, or other natural disaster; epidemic or pandemic; war, armed conflict, terrorist attack, civil commotion, riot, sanctions, or embargo; nuclear, chemical, or biological contamination; government action or import or export restriction; fire, explosion, or accident; strike or labour dispute; carrier or customs delay; and interruption or failure of utility or telecommunications services. The affected party must notify the other within a reasonable period, use reasonable endeavours to mitigate, and resume performance as soon as reasonably practicable. If the event prevents performance for a continuous period exceeding one (1) month, either party may terminate these Terms on written notice.

16.2. Assignment. You may not assign, transfer, subcontract, charge, or otherwise deal with any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms to an affiliate or to any entity in connection with a merger, acquisition, or sale of assets, on written notice to you. We may engage subcontractors, carriers, and other service providers to perform our obligations.

16.3. Notices. Notices must be in writing and may be given by email to the address associated with your account or, in our case, to legal.support@betterme.world, and are effective on receipt. Operational communications relating to orders may be given by email or through your account.

16.4. Variation. No variation of these Terms is effective unless made in accordance with Clause 2.4 or agreed in writing by both parties. Order-specific commercial terms confirmed in an accepted order or invoice do not constitute a variation of these Terms.

16.5. Waiver. No failure or delay in exercising any right or remedy operates as a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if given in writing and is not a waiver of any subsequent breach.

16.6. Severance. If any provision or part-provision is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if that is not possible, deemed deleted, without affecting the validity or enforceability of the remaining provisions.

16.7. No partnership or agency. Nothing in these Terms creates any partnership, joint venture, employment, franchise, or agency relationship between the parties, or authorises either party to make any commitment on behalf of the other. We supply the Products to you as an independent contractor on a non-exclusive basis.

16.8. Third party rights. These Terms do not confer any right on any person other than the parties, save that our affiliates may enforce Clause 13.4.

16.9. Data protection. To the extent either party processes personal data in connection with these Terms, it shall comply with applicable data protection laws, including where applicable the GDPR and UK GDPR. You acknowledge that we will process personal data relating to your contact persons in accordance with our privacy notice available at our website.

16.10. Precedence. Where these Terms conflict with any frequently asked questions, refund policy summary, marketing material, or other informational content we publish in relation to purchases, these Terms prevail.

For questions relating to orders, please contact wholesale@betterme.world. For legal enquiries, please contact legal.support@betterme.world.

Last updated: 23 September 2026

BetterMe B2B Terms of Sale