Commercial Partner Agreement

1Purpose

This Agreement governs the relationship between IP2X Limited ("IP2X") and each Commercial Partner using the IP2X platform.

By accessing the Commercial Partner Portal or using the Services, the Commercial Partner agrees to be bound by this Agreement.

2Services

IP2X provides a technology platform that enables Commercial Partners to:

• verify completion of exercise programmes;
• administer reward or incentive schemes;
• receive exercise verification reports;
• manage programme participants;
• integrate with the IP2X platform through approved interfaces;
• operate branded or white-labelled implementations where agreed.

IP2X does not make underwriting decisions, employment decisions, healthcare decisions or reward decisions on behalf of Commercial Partners.

3Commercial Partner Data

Commercial Partners may provide IP2X with information including:

• customer names;
• employee identifiers;
• policy numbers;
• NHS numbers;
• customer reference numbers;
• programme identifiers;
• limited policy or programme information.

The Commercial Partner warrants that:

• it has the lawful right to provide this information;
• the information is accurate to the best of its knowledge;
• it will notify IP2X of material inaccuracies without undue delay.

4Identity Matching

Where authorised, IP2X may use Commercial Partner Data to:

• match existing IP2X Clients;
• identify eligible individuals;
• issue programme invitations;
• administer programme enrolment.

Programme invitations may be:

• sent directly by IP2X;
• issued by the Commercial Partner;
• delivered through an agreed white-labelled implementation.

5Information Available to Commercial Partners

Commercial Partners may access information relating only to individuals participating in their own authorised programmes.

Subject to the agreed programme configuration, information may include:

• exercise verification status;
• exercise completion reports;
• participation history;
• reward status;
• programme activity summaries.

Commercial Partners shall not receive access to pseudonymised research datasets or any information relating to programmes operated by other Commercial Partners.

6Data Separation

The Commercial Partner acknowledges that the IP2X platform has been designed using privacy-by-design principles.

Accordingly:

• Personal Data is stored separately from Exercise Data.
• Exercise Data is pseudonymised.
• Only IP2X controls the information linking Personal Data to Exercise Data.
• Research datasets remain inaccessible to Commercial Partners.
• Commercial Partners may only access information necessary to administer their own programmes.

7Revenue Stacking

Clients may participate in programmes operated by multiple Commercial Partners.

Each Commercial Partner acknowledges and agrees that:

• it has no right to information relating to another Commercial Partner;
• it has no right to know whether a Client participates in other programmes;
• it has no right to know the value of Rewards provided by another Commercial Partner;
• cumulative Rewards or revenue generated through participation in multiple programmes ("Revenue Stacking") shall remain confidential.

IP2X shall not disclose Revenue Stacking information without the Client's express consent or where required by law.

8Rewards

Commercial Partners remain solely responsible for:

• determining programme eligibility;
• determining Reward values;
• calculating Rewards;
• paying Rewards;
• changing or withdrawing Rewards;
• communicating Reward terms to Clients.

Verification by IP2X confirms only that a Verified Exercise Event has occurred in accordance with programme criteria.

Verification does not oblige a Commercial Partner to provide a Reward.

9Commercial Partner Responsibilities

Commercial Partners agree to:

• comply with all applicable laws;
• comply with UK data protection legislation;
• restrict platform access to authorised personnel;
• maintain appropriate internal security controls;
• keep login credentials secure;
• promptly notify IP2X of suspected unauthorised access;
• cooperate with reasonable security investigations.

10Intellectual Property

All intellectual property rights relating to the IP2X platform remain the exclusive property of IP2X.

This includes:

• software;
• databases;
• APIs;
• exercise verification methodologies;
• behavioural models;
• algorithms;
• artificial intelligence models;
• reports;
• dashboards;
• trademarks;
• branding;
• documentation.

Nothing in this Agreement transfers ownership of any intellectual property.

Commercial Partners receive a limited, non-exclusive, non-transferable licence to use the Services solely for their internal business purposes.

11Prohibited Activities

Commercial Partners must not:

• attempt to identify individuals from pseudonymised data;
• attempt to access research datasets;
• interfere with platform security;
• reverse engineer the Services;
• copy proprietary algorithms;
• create competing verification systems using information obtained from IP2X;
• permit unauthorised access to the platform.

12Confidentiality

Each party shall keep confidential all confidential information received from the other party.

Confidential information includes:

• technical information;
• pricing;
• commercial arrangements;
• algorithms;
• reports;
• business plans;
• client information;
• Revenue Stacking information.

This obligation survives termination of the Agreement.

13Data Protection

Each party shall comply with applicable UK data protection legislation.

Where required by law or by separate agreement, the parties shall enter into an appropriate Data Processing Agreement.

Nothing in this Agreement authorises a Commercial Partner to access Personal Data or Health Data beyond that necessary for the operation of its authorised programmes.

14Availability

IP2X will use reasonable skill and care to make the platform available.

IP2X does not guarantee uninterrupted or error-free operation.

IP2X may suspend access where reasonably necessary for:

• maintenance;
• upgrades;
• security;
• legal compliance;
• protection of the platform.

15Limitation of Liability

IP2X provides exercise verification technology.

Commercial Partners remain responsible for:

• underwriting decisions;
• employment decisions;
• healthcare decisions;
• Reward decisions;
• compliance with their own regulatory obligations.

Nothing in this Agreement excludes liability that cannot lawfully be excluded.

Subject to that, IP2X shall not be liable for indirect or consequential loss, loss of profit, loss of business opportunity or decisions made by Commercial Partners based upon information supplied through the Services.

16Suspension and Termination

IP2X may suspend or terminate access where a Commercial Partner:

• materially breaches this Agreement;
• compromises platform security;
• attempts to identify individuals;
• misuses platform information;
• infringes IP2X intellectual property;
• fails to comply with applicable law.

Termination does not affect accrued rights or obligations.

Commercial Partners shall immediately cease use of the Services upon termination.

17General

This Agreement constitutes the entire agreement between the parties relating to the Services.

Neither party may assign its rights without the written consent of the other, except as part of a corporate restructuring or sale of substantially all of its business.

If any provision is held unenforceable, the remainder shall remain in effect.

18Governing Law

This Agreement shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction over any dispute arising from this Agreement.