Tera Supplier Services Agreement

TERA MARKETPLACE — SUPPLIER SERVICES AGREEMENT

Between: Tera Marketplace Ltd (Company No. 17209195) and the Supplier

IMPORTANT — PLEASE READ BEFORE APPLYING TO LIST ON TERA. BY COMPLETING YOUR APPLICATION AND CLICKING 'I AGREE', YOU ACCEPT THESE TERMS IN FULL.

1. Parties

This Supplier Services Agreement (the "Agreement") is entered into between:

(1) Tera Marketplace Ltd, a company incorporated in England and Wales (Company No. 17209195), whose registered office is at 66 Paul Street, London EC2A 4NA ("Tera", "we", "us", "our"); and

(2) The individual or entity who has applied to list on the Tera platform and accepted these terms (the "Supplier", "you", "your"). Supplier includes practitioners, retreat hosts, and venue and space owners.

Together referred to as the "parties".

2. Definitions

Agreement — This Supplier Services Agreement, including any schedules, as updated from time to time.

Booking — A confirmed reservation made by a Client for a Service listed by the Supplier on the Platform.

Client — Any individual who registers on the Platform to discover or book wellness services.

Commission — The fee retained by Tera on each Booking as set out in Clause 7.

Content — All text, images, videos, descriptions, pricing information, credentials, and other material submitted by the Supplier to the Platform.

Listing — The Supplier's profile and service listings as published on the Platform.

Nuru Programme — Tera's equity programme providing zero-commission access and visibility priority to eligible Practitioners as further described in Schedule 1.

Platform — The Tera online marketplace accessible at meettera.com and via any associated mobile applications.

Payout — The net amount payable to the Supplier after deduction of Commission from a completed Booking.

Service(s) — The wellness sessions, retreats, classes, events, venue hire, or other offerings listed by the Supplier on the Platform.

Stripe Connect — The third-party payment processing service used to facilitate payments on the Platform.

Take Rate — The combined Commission charged to both the Supplier and the Client on a Booking transaction. Rates vary by listing type as set out in Clause 7.1.

3. Nature of the Relationship

3.1 Marketplace intermediary. Tera operates as a marketplace platform that facilitates the discovery and booking of wellness services. Tera is not a provider of wellness, therapy, health, or healing services. The contract for the provision of any Service is formed directly between the Supplier and the Client.

3.2 Independent contractor. The Supplier is an independent contractor. Nothing in this Agreement creates or implies any relationship of employment, agency, partnership, or joint venture between Tera and the Supplier. The Supplier is solely responsible for their own tax, National Insurance, insurance, regulatory compliance, and professional obligations.

3.3 No exclusivity. This Agreement is non-exclusive. The Supplier may offer their services on other platforms and through other channels. Tera may onboard other suppliers in any location or modality.

4. Supplier Onboarding & Approval

4.1 Application. To list on the Platform, the Supplier must complete Tera's application form for their listing type, providing accurate and complete information including:

• Full legal name and business name (if applicable)
• Contact details and location
• Modalities, services, or space type offered
• Relevant qualifications, credentials, or certifications (practitioners and retreat hosts)
• Professional insurance details
• Identification documents (as reasonably requested by Tera)
• Stripe Connect onboarding details for payment receipt

4.2 Approval. Tera reserves the right to approve or reject any application at its sole discretion. Approval is not guaranteed. Tera will notify the Supplier of its decision within a reasonable timeframe. Tera may request additional information or evidence of credentials before making a decision.

4.3 Representations on application. By submitting an application, the Supplier represents and warrants that:

• All information provided is true, accurate, and not misleading
• They hold all qualifications, certifications, licences, and insurances stated in their application
• They have the legal right to offer the Services described
• If operating as a business, they are duly incorporated or registered and have capacity to enter into this Agreement

5. Listings & Content

5.1 Creating a Listing. Following approval, the Supplier may create one or more Listings on the Platform. Each Listing must accurately describe the Service offered, including pricing, duration, location (in-person or online), modality or space type, and any prerequisites.

5.2 Content standards. The Supplier is solely responsible for all Content they submit. Content must:

• Be accurate, truthful, and not misleading
• Not infringe any third-party intellectual property rights
• Not contain defamatory, discriminatory, offensive, or unlawful material
• Comply with the UK Advertising Standards Authority (ASA) guidelines for health and wellness claims
• Not make unsubstantiated therapeutic or medical claims

5.3 Tera's right to edit or remove Content. Tera reserves the right to edit, remove, or de-list any Listing or Content that breaches these standards or Tera's Platform policies, without prior notice and without liability to the Supplier. Tera will use reasonable endeavours to notify the Supplier of any removal and the reason for it.

5.4 Licence to Content. The Supplier grants Tera a non-exclusive, royalty-free, worldwide licence to use, display, reproduce, and distribute their Content on the Platform and in Tera's marketing materials (including social media, press, and investor materials) for the purpose of operating and promoting the Platform. The Supplier retains ownership of their Content.

5.5 Accuracy obligation. The Supplier must keep their Listing current and accurate at all times. This includes pricing, availability, credentials, and any changes to the Services offered. Tera accepts no liability for losses arising from outdated or inaccurate Listing information.

6. Bookings & Cancellations

6.1 Booking requests. When a Client submits a booking request, the Supplier will receive a notification via the Platform and by email. The Supplier must respond (accept or decline) within 48 hours. Failure to respond within 48 hours will result in the booking request automatically expiring and the Client being notified.

6.2 Confirmation. A Booking is confirmed when the Supplier accepts the request. On confirmation, the Client's card is charged. The Booking will appear in both the Supplier's and Client's dashboards.

6.3 Instant booking. Where a Supplier has enabled instant booking, the Booking is confirmed automatically on the Client's submission and payment. The Supplier acknowledges responsibility for maintaining accurate availability when instant booking is enabled.

6.4 Supplier cancellation. Cancellations by the Supplier are strongly discouraged and may affect the Supplier's ranking on the Platform. If a Supplier cancels a confirmed Booking:

• The Client will receive a full refund
• The Supplier will not receive any Payout for that Booking
• Repeated cancellations may result in suspension or removal from the Platform

6.5 Client cancellation. The Supplier sets their own cancellation policy (full refund, partial refund, or no refund) within the parameters permitted by Tera. The Supplier's cancellation policy must be clearly stated on their Listing and compliant with applicable consumer protection law, including the Consumer Rights Act 2015 where applicable.

6.6 Service delivery. The Supplier is solely responsible for delivering the Service as described in their Listing, to a professional standard, and in compliance with all applicable laws and regulations.

7. Fees, Commission & Payments

7.1 Commission structure. Tera charges Commission on each completed Booking as follows:

• Practitioner Commission: 7% of the Booking value
• Retreat Host Commission: 7% of the Booking value
• Venue Commission: 13.5% of the Booking value
• Client service fee (all types): 9% at checkout
• Nuru Programme Commission: 0% for first 12 months (see Schedule 1)

The Commission rate applicable to each Supplier will be confirmed in their account dashboard and may be updated by Tera on 30 days' written notice.

7.2 Payout. The Supplier's Payout is the Booking value minus the applicable Commission. Payouts are released to the Supplier's Stripe Connect account 24 hours after the scheduled session or event date, subject to:

• The Booking being marked as completed (or not disputed within the payout window)
• The Supplier's Stripe Connect account being fully active and verified
• No open disputes or investigations relating to the Booking

7.3 Payment processing. All payments on the Platform are processed by Stripe Payments Europe Ltd, an e-money institution authorised by the Financial Conduct Authority (FCA). Tera acts as a commercial agent facilitating transactions between Suppliers and Clients and does not itself provide payment services requiring FCA authorisation. Tera is not an authorised payment institution under the Payment Services Regulations 2017.

By listing on the Platform, the Supplier agrees to Stripe's Connected Account Agreement (available at stripe.com/connect-account/legal). Tera accepts no liability for delays, failures, or errors in payment processing caused by Stripe or third-party banking systems.

7.4 Taxes. The Supplier is solely responsible for declaring and paying all taxes, including income tax, National Insurance contributions, and VAT (where applicable), arising from Bookings made via the Platform. Tera does not provide tax advice. The Supplier is strongly advised to seek independent tax advice.

7.5 Currency. The Platform supports multiple currencies including GBP, USD, EUR, GHS, and NGN. The Supplier sets their pricing in their preferred currency. Currency conversion fees and exchange rate risks are borne by the relevant party.

8. Supplier Obligations & Standards

8.1 Professional standards. The Supplier must at all times:

• Hold all qualifications, certifications, licences, and professional memberships required to offer their listed Services
• Maintain valid professional indemnity and public liability insurance appropriate for their Services (minimum £1,000,000 public liability recommended)
• Provide Services safely, competently, and to the standard expected of a reasonably skilled professional in their field
• Comply with all applicable laws and regulations, including those governing health and safety, consumer protection, data protection, and advertising
• Not practise beyond the scope of their training or qualifications

8.2 Client welfare. The Supplier acknowledges that their Services may be received by clients in vulnerable states. The Supplier must:

• Conduct appropriate intake processes where relevant to their offering
• Refer clients to appropriate professional services (medical, mental health, or emergency) where this is indicated
• Maintain appropriate professional boundaries at all times
• Not exploit the trust or vulnerability of any Client

8.3 Data protection. The Supplier must comply with UK GDPR and the Data Protection Act 2018 in relation to any personal data of Clients obtained through the Platform. The Supplier must not use Client data obtained via the Platform for any purpose other than delivering the booked Service, unless the Client has given separate and specific consent.

8.4 Prohibited conduct. The Supplier must not:

• Attempt to divert Clients off-platform to avoid Tera's Commission (off-platform solicitation)
• Offer discounts or incentives designed to circumvent the Booking system
• Manipulate reviews or ratings, whether their own or others'
• Engage in any conduct that is discriminatory, harassing, or abusive toward Clients or other users
• List Services that are illegal, unsafe, or that Tera has notified the Supplier are prohibited on the Platform

8.5 Off-platform solicitation. Off-platform solicitation is a material breach of this Agreement. Where Tera reasonably determines that a Supplier has solicited a Client to transact outside the Platform, Tera may immediately suspend or terminate the Supplier's account and seek damages representing lost Commission revenue.

9. Tera's Obligations

Tera will:

• Use reasonable endeavours to make the Platform available 24/7, subject to planned and unplanned maintenance
• Process Payouts in accordance with Clause 7.2
• Provide the Supplier with a dashboard to manage their Listings, Bookings, and analytics
• Notify the Supplier of material changes to Platform policies or Commission rates with at least 30 days' notice
• Handle Client disputes in accordance with Tera's disputes policy, giving the Supplier a reasonable opportunity to respond
• Comply with applicable data protection laws in relation to personal data processed on the Platform

10. Intellectual Property

10.1 Tera IP. All intellectual property rights in the Platform, including its technology, design, AI matching engine, data architecture, and brand assets, are owned exclusively by Tera or its licensors. The Supplier is granted a limited, non-exclusive, non-transferable licence to access and use the Platform solely for the purpose of listing and delivering their Services.

10.2 Supplier IP. The Supplier retains all intellectual property rights in their Content. The licence granted in Clause 5.4 does not transfer ownership of the Supplier's Content to Tera.

10.3 Data. Tera collects and analyses platform data (including anonymised booking data, intent data, and engagement data) to improve the Platform and its matching capabilities. This data is owned by Tera. No personally identifiable Supplier data will be sold to third parties.

11. Liability & Indemnity

11.1 Tera's limitation of liability. To the fullest extent permitted by law:

• Tera is not liable for the quality, safety, legality, or outcome of any Service provided by the Supplier
• Tera is not liable for any Client's actions, claims, or conduct arising from a Service
• Tera's total aggregate liability to the Supplier under or in connection with this Agreement shall not exceed the total Commission paid by the Supplier to Tera in the 12 months preceding the event giving rise to the claim
• Tera excludes all liability for indirect, consequential, special, or punitive loss, including loss of revenue, loss of profit, or loss of reputation

11.2 Supplier indemnity. The Supplier agrees to indemnify, defend, and hold harmless Tera, its officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

• Any Service provided by the Supplier
• Any breach of this Agreement by the Supplier
• Any Content submitted by the Supplier
• Any claim by a Client arising from the Supplier's conduct
• Any breach of applicable law by the Supplier

11.3 Insurance. The indemnity in Clause 11.2 is not limited by the Supplier's insurance coverage. The Supplier is responsible for ensuring their insurance is adequate to cover their obligations.

12. Term & Termination

12.1 Term. This Agreement begins when the Supplier's application is approved and continues until terminated by either party in accordance with this Clause.

12.2 Termination by Supplier. The Supplier may terminate this Agreement at any time by providing 30 days' written notice to Tera and closing their account. Bookings confirmed before the notice period are binding and must be honoured or cancelled in accordance with Clause 6.

12.3 Termination by Tera. Tera may terminate this Agreement:

• For convenience, on 30 days' written notice
• Immediately, if the Supplier commits a material breach of this Agreement (including any prohibited conduct under Clause 8.4)
• Immediately, if the Supplier's continued presence on the Platform poses a risk to Client safety
• Immediately, if the Supplier is found to have made false representations in their application
• Immediately, if the Supplier becomes insolvent, enters administration, or is subject to bankruptcy proceedings

12.4 Effect of termination. On termination:

• The Supplier's Listings will be de-published immediately
• Any confirmed Bookings will be handled in accordance with Tera's cancellation policy
• Any outstanding Payouts for completed Bookings will be released in accordance with Clause 7.2
• The Supplier's licence to use the Platform will cease immediately
• Clauses that by their nature survive termination (including Clauses 7, 10, 11, and 13) will continue in full force

13. Confidentiality

Each party agrees to keep confidential any non-public information of the other party that is identified as confidential or that a reasonable person would understand to be confidential, including commercial terms, platform architecture, client data, and business strategy. This obligation does not apply to information that:

• Is or becomes publicly available other than through breach of this Clause
• Was already known to the receiving party at the time of disclosure
• Is required to be disclosed by law, regulation, or court order (in which case the disclosing party will give reasonable advance notice where permitted)

14. Reviews & Ratings

The Platform enables Clients to submit reviews and ratings following a completed Booking. The Supplier acknowledges that:

• Tera does not guarantee the accuracy or fairness of any review
• Tera may remove reviews that are demonstrably false, abusive, or in breach of the Platform's review policy
• The Supplier must not attempt to manipulate, incentivise, or suppress reviews
• Reviews may affect the Supplier's ranking and visibility on the Platform

15. Dispute Resolution

15.1 Booking disputes. Where a Client raises a dispute in relation to a Booking, Tera will investigate and make a determination, acting reasonably. The Supplier will be given a reasonable opportunity to provide their account of events. Tera's determination on refunds and Payouts will be final.

15.2 Disputes between the parties. Any dispute between the Supplier and Tera arising under or in connection with this Agreement that cannot be resolved through good-faith negotiation within 30 days will be subject to the exclusive jurisdiction of the English courts.

15.3 Governing law. This Agreement and any dispute arising from it will be governed by and construed in accordance with the laws of England and Wales.

16. General

16.1 Entire agreement. This Agreement (including its Schedules) constitutes the entire agreement between the parties in relation to the Supplier's listing on the Platform and supersedes all prior agreements, representations, and understandings.

16.2 Variation. Tera may update this Agreement from time to time. The Supplier will be notified of material changes by email or via the Platform with at least 30 days' notice. Continued use of the Platform following the effective date of any update constitutes acceptance of the revised terms.

16.3 Assignment. The Supplier may not assign or transfer any rights or obligations under this Agreement without Tera's prior written consent. Tera may assign this Agreement to any successor entity in connection with a merger, acquisition, or restructure.

16.4 Waiver. A failure or delay by either party in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

16.5 Severability. If any provision of this Agreement is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force.

16.6 Notices. Notices under this Agreement should be sent by email. Notices to Tera: hello@meettera.com. Notices to the Supplier: the email address registered on their account.

Schedule 1 — The Nuru Programme

Purpose. The Nuru Programme is Tera's built-in equity infrastructure. It is designed to amplify the visibility and economic opportunity of practitioners from underrepresented communities and healing traditions globally.

Eligibility. Suppliers may be eligible for the Nuru Programme if they:

• Practise a modality from a non-Western or indigenous healing tradition; or
• Are based in the Global South (including sub-Saharan Africa, South and South-East Asia, Latin America, and the Caribbean); or
• Are from a community that has been historically underrepresented in mainstream wellness platforms
• And have been approved by Tera's team as part of the Nuru founding cohort

Nuru Founding Programme benefits.

Zero Commission: 0% supplier-side Commission for the first 12 months from the date of Nuru acceptance. Client service fee still applies.

Visibility Priority: Nuru Suppliers receive a visibility priority flag in the matching algorithm. Where two Suppliers are equally relevant to a Client's query, Nuru Suppliers surface first.

Nuru Badge: A visible Nuru badge on the Supplier's public profile page.

Modality Library: Supplier's modality is included and described in Tera's Cultural Modality Library, discoverable in the Supplier's own language.

Nuru reversion. After 12 months from the Nuru acceptance date, the Supplier's Commission rate will automatically revert to the standard rate (7% for practitioners and retreat hosts, 13.5% for venues) as notified in their account dashboard. Tera will notify the Supplier 30 days before the reversion date.