PROVIDER AGREEMENT

for listing and referral services on the Adieu direct cremation comparison platform

PARTIES

This Agreement is entered into as of the date of electronic signature below (the "Effective Date") by and between:

(1) Adieu Limited, a company incorporated in England and Wales, whose registered office is at [Address] ("Adieu" or the "Platform"); and

(2) The Provider identified in Schedule 1 below (the "Provider" or "Funeral Director").

Each a "Party" and together the "Parties".

BACKGROUND

1. Adieu operates an online comparison platform that enables consumers to compare and book direct cremation services from funeral directors across the United Kingdom.
2. The Provider is a licensed funeral director authorised to provide direct cremation services.
3. The Provider wishes to list its services on the Platform and receive customer referrals in exchange for a commission fee payable to Adieu.
4. The Parties wish to record the terms upon which they will work together.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires:

• "Booking" means a confirmed order placed by a Customer through the Platform for the Provider's direct cremation services, where payment has been received by Adieu;
• "Booking Fee" means the total amount paid by the Customer for a Booking, including all charges, fees, and disbursements;
• "Commission" means ten percent (10%) of the Gross Booking Fee payable by the Provider to Adieu for each Booking;
• "Customer" means any individual who uses the Platform to enquire about, compare, or book direct cremation services;
• "Gross Booking Fee" means the total price displayed to and paid by the Customer for the Provider's services, inclusive of all disbursements, third-party costs, crematorium fees, doctor's fees, and any other charges;
• "Net Proceeds" means the Gross Booking Fee less the Commission payable to Adieu;
• "Settlement Date" means thirty (30) calendar days from the date a Booking is confirmed and payment received.

2. PLATFORM SERVICES

2.1 Adieu's Obligations

Adieu agrees to provide the following services to the Provider:

1. create and maintain the Provider's Listing on the Platform;
2. display the Provider's services, pricing, and availability to Customers;
3. process Customer payments securely through the Platform;
4. transmit Booking details to the Provider promptly upon confirmation;
5. remit Net Proceeds to the Provider in accordance with Clause 4;
6. provide access to the Provider Portal for managing Listings and viewing analytics.

2.2 Provider's Obligations

The Provider agrees to:

1. provide accurate, complete, and up-to-date information for their Listing;
2. respond to Booking notifications within two (2) hours during Working Days;
3. deliver services to Customers in accordance with the description on the Listing;
4. maintain all necessary licences, permits, and insurance required to provide funeral services;
5. comply with all applicable laws, regulations, and industry codes of practice;
6. not solicit Customers introduced via the Platform for direct business outside the Platform.

3. LISTING AND CONTENT

3.1 Pricing Transparency

The Provider warrants that all prices displayed on the Platform are:

1. fully inclusive with no hidden fees or additional charges;
2. inclusive of crematorium fees, doctor's fees, coffin, collection, and ash return;
3. accurate and current at all times.

4. FEES AND PAYMENT

4.1 Commission Structure

For each Booking made through the Platform, the Provider shall pay Adieu a Commission of:

Ten percent (10%) of the Gross Booking Fee

4.2 Commission Calculation Example

Description	Amount
Gross Booking Fee (paid by Customer)	£1,395.00
Commission (10%)	£139.50
Net Proceeds (paid to Provider)	£1,255.50

4.3 Settlement Terms

Adieu shall remit the Net Proceeds to the Provider within thirty (30) calendar days of the Booking confirmation date. Payment shall be made by bank transfer to the account specified by the Provider.

4.4 VAT

All amounts stated are exclusive of VAT. Adieu shall issue a valid VAT invoice for Commission charged, and VAT shall be added at the prevailing rate where applicable.

5. REFUNDS AND CANCELLATIONS

5.1 Customer Cancellations

If a Customer cancels a Booking:

1. before collection of the deceased: full refund to Customer, no Commission payable;
2. after collection but before cremation: refund at Provider's discretion, Commission payable on retained amount;
3. after cremation: no refund, full Commission payable.

6. SERVICE STANDARDS AND COMPLIANCE

6.1 Regulatory Compliance

The Provider shall maintain at all times:

1. registration with the relevant regulatory authority;
2. professional indemnity insurance of not less than £1,000,000;
3. public liability insurance of not less than £5,000,000;
4. employer's liability insurance as required by law.

6.2 Response Times

The Provider shall:

1. acknowledge Booking notifications within 2 hours during Working Days;
2. contact the Customer within 1 hour of acknowledging a Booking;
3. arrange collection within 24 hours of receiving authority to proceed.

7. DATA PROTECTION

Both Parties shall comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in relation to any personal data processed under this Agreement.

8. NON-CIRCUMVENTION

The Provider shall not, during the term of this Agreement and for twelve (12) months thereafter:

1. solicit or accept direct bookings from Customers originally introduced via the Platform;
2. encourage Customers to cancel Platform bookings and rebook directly;
3. offer preferential pricing to Customers who book directly rather than via the Platform.

If the Provider breaches this clause, the Provider shall pay Adieu a fee equal to twice the Commission that would have been payable.

9. TERM AND TERMINATION

9.1 Initial Term

This Agreement shall commence on the Effective Date and continue for an initial period of twelve (12) months.

9.2 Renewal

After the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods unless either Party gives at least thirty (30) days' written notice of termination.

9.3 Termination for Cause

Either Party may terminate this Agreement immediately by written notice if the other Party:

1. commits a material breach and fails to remedy it within fourteen (14) days of written notice;
2. becomes insolvent, enters administration, or ceases trading;
3. loses any licence or authorisation required to provide funeral services.

10. LIABILITY

Neither Party shall be liable for any indirect, special, or consequential loss or damage. Adieu's total liability under this Agreement shall not exceed the total Commission paid by the Provider in the twelve (12) months preceding the claim.

11. GOVERNING LAW

This Agreement shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

12. GENERAL PROVISIONS

This Agreement, together with its Schedules, constitutes the entire agreement between the Parties. Adieu may amend the terms by giving thirty (30) days' written notice. Electronic signatures shall have the same legal effect as handwritten signatures.