TERMS AND CONDITIONS

1. Introduction and Acceptance

These Terms and Conditions (the “Terms”) govern access to and use of the Quoni website, mobile applications, Expert Hub, courses, communities, consultations, events, retreats, memberships, digital products, affiliate features and related services (collectively, the “Platform”). “Quoni”, “we”, “our” and “us”.

By creating an account, purchasing or supplying an offering, participating in the Affiliate Program, or otherwise using the Platform, you agree to these Terms and all policies expressly incorporated by reference. If you do not agree, do not use the Platform.

2. Definitions

In these Terms:

• “Affiliate” means a participant approved for the Quoni Affiliate Program.

• “Customer Payment” means the amount successfully collected from a customer for a transaction, excluding any amount not actually received or later reversed.

• “Expert” means an independent coach, creator, educator, mentor, speaker, organiser or other provider offering products or services through the Platform.

• “Payment Processing Fees” means fees and costs charged in connection with accepting a Customer Payment, including card, wallet, gateway, fraud-screening, cross-border and payment-provider fees.

• “Post-Processing Amount” means the Customer Payment remaining after deduction of Payment Processing Fees.

• “Quoni Platform Commission” means 11% of the Post-Processing Amount, unless a different rate is clearly disclosed for the relevant offering, campaign or transaction.

• “Payout Fees” means fees and costs incurred to transfer, settle or convert funds for an Expert or Affiliate, including charges imposed by Payoneer or another payout, banking or foreign-exchange provider.

• “Adjustments” means applicable refunds, cancellations, disputes, chargebacks, reversals, taxes required to be withheld, reserves, fraud losses and other transaction-specific deductions permitted under these Terms.

• “Net Distributable Amount” means the Post-Processing Amount less the Quoni Platform Commission, Payout Fees and Adjustments.

• “Qualifying Referral” has the meaning given in the Affiliate Program Terms.

3. About Quoni and Marketplace Role

Quoni provides technology, discovery, marketing, payment coordination and related infrastructure that enables independent Experts to list and deliver offerings. Unless Quoni expressly identifies itself as the provider of a particular offering, the Expert—not Quoni—is the provider and contracting party responsible for that offering.

Experts are independent businesses. Nothing in these Terms creates employment, agency, partnership, joint venture, franchise or fiduciary duties between Quoni and an Expert or Affiliate. Quoni may facilitate payments, refunds, customer service, platform standards and dispute handling without becoming the provider of an Expert’s offering or the employer or agent of an Expert.

4. Eligibility and Accounts

You must be at least 18 years old, legally capable of entering a binding agreement, provide accurate information, comply with applicable law, and keep your account and credentials secure. You are responsible for activity through your account and must promptly notify Quoni of unauthorised access.

Quoni may require identity, business, tax, sanctions, anti-money-laundering or payout verification. Failure to complete verification may delay or prevent access, sales or payouts.

5. Expert Accounts and Responsibilities

Experts may offer courses, coaching, mentorships, communities, consultations, events, retreats, memberships and digital products, subject to Platform rules. Experts are solely responsible for:

• Accurate descriptions, pricing and availability;

• Their qualifications, licences and claims;

• Lawful, timely and professional delivery;

• Customer support and compliance with refund/cancellation terms;

• Their content, intellectual property rights and privacy obligations;

• Invoices, taxes and regulatory obligations applicable to their business; and not providing regulated services unless duly authorised.

Quoni may review, reject, remove, pause or restrict any listing or Expert account to protect users, comply with law or enforce Platform standards.

6. Orders and Customer Relationship

An order is subject to acceptance, successful payment and any stated eligibility or availability conditions. Product descriptions, schedules and Expert information may be corrected where inaccurate. Unless required by law, Quoni does not guarantee that an Expert will accept a booking or that a particular offering will remain available.

7. Payments

Payments are processed by licensed third-party providers, which may include Stripe, Apple Pay, Google Pay and their banking partners. Quoni does not store full payment-card details. Use of a payment method may also be subject to the provider’s terms.

Prices may include or exclude taxes as displayed at checkout. Customers authorise Quoni and its payment partners to collect the displayed amount and to process refunds, reversals or adjustments permitted by these Terms.

8. Transaction Waterfall, Platform Commission and Payouts

Unless a different structure is clearly disclosed for a particular offering, campaign or transaction, each qualifying Expert Hub transaction is calculated in the following order:

The 11% Quoni Platform Commission is calculated after Payment Processing Fees have been deducted, not on the original Customer Payment. The Expert’s 80% and Affiliate’s 20% are each calculated on the Net Distributable Amount, not on the Customer Payment, the Post-Processing Amount or the gross listed price.

Illustration only: if a Customer Payment is USD 100 and Payment Processing Fees are USD 3, the Post-Processing Amount is USD 97. Quoni’s Platform Commission is USD 10.67 (11% of USD 97). If Payout Fees are USD 2 and there are no other Adjustments, the Net Distributable Amount is USD 84.33; the Expert receives USD 67.46 and the Affiliate receives USD 16.87, subject to rounding.

Payout timing, minimum thresholds, supported currencies and payout methods are shown in the Platform or otherwise communicated by Quoni. Currency conversion, intermediary-bank and recipient-bank charges may reduce the final amount received. Quoni may withhold or establish reasonable reserves for anticipated refunds, chargebacks, disputes, fraud, legal obligations or negative balances.

Where no Affiliate is linked to a transaction, the 20% Affiliate allocation is not automatically payable to the Expert. The applicable allocation will be the no-affiliate payout structure displayed or communicated by Quoni for that offering or transaction. If none is displayed, Quoni will determine the applicable payout consistently with its then-current published payout schedule.

Amounts shown in dashboards may be estimates or pending amounts until settlement and reconciliation are complete. Quoni’s transaction records control absent manifest error. Fractional currency amounts may be rounded to the smallest supported unit.

9. Refunds, Cancellations, Chargebacks and Negative Balances

Refund eligibility is governed by mandatory law, the Quoni Refund Policy and any clearly disclosed offering-specific cancellation terms. Digital products are generally non-refundable once accessed; consultations may be governed by an Expert cancellation policy; events and retreats may have separate terms; and memberships renew automatically unless cancelled before renewal.

If a transaction is refunded, cancelled, reversed, disputed, charged back or deemed fraudulent, Quoni may cancel, withhold or recover all related Expert and Affiliate amounts and associated fees. Recovery may occur by deduction from pending or future payouts, a reserve, or a request for repayment. The Expert is responsible for costs attributable to the Expert’s non-delivery, misdescription, misconduct or breach, to the extent permitted by law.

10. Memberships and Renewals

Recurring memberships renew at the frequency and price disclosed at purchase until cancelled. Cancellation stops future renewals but does not ordinarily refund an already-paid period unless required by law or the applicable refund policy. Quoni will provide legally required renewal notices and cancellation rights.

11. Affiliate Program

Affiliate participation and commissions are governed by the Affiliate Program Terms, which form part of these Terms. For qualifying affiliate-generated Expert Hub transactions under the standard structure, the Affiliate receives 20% of the Net Distributable Amount. Quoni may reject applications, invalidate non-qualifying referrals, reverse fraudulent or refunded commissions, and suspend or terminate affiliate accounts.

12. User Content and Licence

Users retain ownership of content they submit. By submitting content, users grant Quoni a worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to host, store, reproduce, adapt for technical formatting, display, distribute and market that content only as reasonably necessary to operate, improve and promote the Platform and the relevant offering. Users warrant that they have the rights needed to grant this licence.

13. Quoni Intellectual Property

The Platform, software, branding, trademarks, logos, graphics, interfaces and infrastructure are owned by or licensed to Quoni. Except as expressly permitted, users may not copy, scrape, reverse engineer, modify, resell, frame, distribute or create derivative works from them.

14. Acceptable Use

Users must not engage in illegal activity; fraud; harassment; spam; impersonation; malware distribution; infringement; unauthorised scraping or access; manipulation of reviews, referrals or tracking; circumvention of Platform fees; or conduct that compromises the security, integrity or reputation of Quoni or its users.

15. Anti-Circumvention

Experts and Affiliates must not use the Platform primarily to identify customers and then redirect them to off-platform payment or contracting in order to avoid Quoni fees. Quoni may suspend accounts, withhold affected payouts where legally permitted, and pursue losses arising from deliberate circumvention.

16. Communities and Reviews

Users must communicate respectfully. Quoni may moderate or remove content, comments, reviews, communities or accounts that violate these Terms. Reviews must reflect genuine experiences and must not be purchased, fabricated, coerced or manipulated.

17. Events and Retreats

Schedules, speakers, venues and formats may change. Events or retreats may be postponed or cancelled. Travel, visas, insurance and incidental expenses remain the participant’s responsibility unless expressly stated otherwise. Separate event or retreat terms prevail where they conflict with this section.

18. Educational, Professional and Earnings Disclaimers

Platform content is for educational and informational purposes. Unless expressly stated and lawfully authorised, it is not legal, investment, financial, tax, medical or other regulated professional advice. Individual results vary. Neither Quoni nor an Expert guarantees income, revenue, customers, business success or investment returns.

19. Third-Party Services

The Platform may integrate with third parties such as Stripe, Payoneer, Zoom, Google, Apple, Meta and YouTube. Quoni is not responsible for third-party availability, policies or acts outside Quoni’s reasonable control. Third-party fees may apply.

20. Privacy and Electronic Communications

Personal information is processed under the Quoni Privacy Policy. Users consent to receive transactional communications electronically. Marketing communications may be withdrawn using the available opt-out method, without affecting essential service messages.

21. Taxes

Each Expert and Affiliate is responsible for determining, reporting and paying taxes arising from their activities and receipts, except amounts Quoni is legally required to collect or withhold. Quoni may request tax information and may withhold payment until required information is provided. Quoni does not provide tax advice.

22. Suspension and Termination

Quoni may restrict, suspend or terminate access where reasonably necessary for suspected fraud, legal or sanctions compliance, non-payment, risk management, a breach of these Terms, harm to users or the Platform, or discontinuation of a service. Where practicable, Quoni will provide notice and a reasonable opportunity to remedy. Provisions that by their nature should survive termination—including payment adjustments, intellectual property, disclaimers, liability, indemnity and dispute terms—will survive.

23. Disclaimers

To the maximum extent permitted by law, the Platform is provided “as is” and “as available”. Quoni does not warrant uninterrupted or error-free operation, the accuracy of all user or Expert content, the qualifications of every Expert, or any particular result. Mandatory statutory rights are not excluded.

24. Limitation of Liability

To the maximum extent permitted by law, Quoni will not be liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for lost profits, revenue, business, opportunity, goodwill or data. Quoni is not responsible for Expert conduct or the quality or outcome of Expert offerings, except to the extent liability cannot lawfully be excluded.

To the maximum extent permitted by law, Quoni’s aggregate liability arising from a claim will not exceed the greater of (a) the amount paid by the claimant to Quoni in the six months preceding the event giving rise to the claim, or (b) USD 100. This cap does not apply where prohibited by law or to liability that cannot lawfully be limited.

25. Indemnification

To the extent permitted by law, Experts, Affiliates and business users will indemnify and hold harmless Quoni and its officers, employees and contractors from third-party claims, losses and reasonable costs arising from their offerings, content, marketing, unlawful conduct, tax obligations or breach of these Terms. This does not require a consumer to indemnify Quoni beyond what applicable law allows.

26. Changes to Fees and Terms

Quoni may change these Terms, the Platform Commission, payout structure, calculation method, eligible products, payout timing or payment methods prospectively. Material changes will be communicated by reasonable notice or publication on the Platform and will apply from the stated effective date. Changes will not retroactively alter a completed transaction except where required to correct error, address fraud, process a refund or chargeback, or comply with law. Continued use after the effective date constitutes acceptance to the extent permitted by law.

27. Platform Changes and Availability

Quoni may add, change, suspend or discontinue features or offerings. Quoni will use reasonable efforts to avoid unnecessary disruption but does not guarantee continuous availability.

28. Notices

Notices may be delivered through the Platform, by email to the address associated with an account, or by publication where appropriate. Users must keep contact details current.

29. Assignment

Users may not assign these Terms without Quoni’s prior written consent. Quoni may assign these Terms in connection with a merger, financing, reorganisation, sale of assets or transfer of the Platform, subject to applicable law.

30. Severability and Waiver

If any provision is unenforceable, it will be modified only to the minimum extent necessary and the remaining provisions will continue in effect. Failure to enforce a provision is not a waiver.

31. Entire Agreement and Priority

These Terms, together with incorporated policies and any offering-specific terms, form the agreement regarding the Platform. Offering-specific terms prevail only for that offering; the Affiliate Program Terms prevail for affiliate participation; and mandatory law prevails over conflicting terms.