Terms and Conditions of Consultant Agreement

 

A. As a Consultant, I understand and agree:

 

1.1
I will promote and sell My VitaBella cosmetic products and services (if any) to customers as an agent on behalf of My VitaBella within the United Kingdom only.


1.2
I will not sell My VitaBella products in any public, retail or service establishments. I will not sell My VitaBella products for resale.


1.3
I will sell My VitaBella products via the Internet only by means of sites approved for the purpose by My VitaBella and using only artwork supplied by My VitaBella.


1.4
I will present My VitaBella products in a truthful, sincere and honest manner, and I will conduct myself in a manner that reflects the highest standards of integrity and responsibility in keeping with the reputation of My VitaBella and in advertising any of the products or My VitaBella in relation to any information I provide about earnings, I will ensure the following wording is used:
“It is illegal for a promoter or participant in a trading scheme to persuade anyone to make a payment by promising benefits from getting other people to join a trading scheme. Do not be misled by claims that high earnings can be easily achieved”.


1.5
I will not accept orders for purchases which I know to be for unreasonable volumes, for example if the purchaser had no need of the goods, either for his own use or for re-sale within a reasonable period.


1.6
I will make personal or telephone contact with consumers only in a reasonable manner and during reasonable hours, normally not before 8am or after 9pm, and I will inform the consumer that the purpose of the visit is to solicit or confirm an order for products.


1.7
I will demonstrate or sell only My VitaBella products at parties. I will not demonstrate or sell any other products, including any products made personally by me, as part of my business, at any party or at a My VitaBella-sponsored event or meeting.


1.8
I will make only such verbal or written product claims with respect to product efficacy as are authorized by My VitaBella.


1.9
When making an appointment to visit a consumer, I will:


1.9.1
inform the consumer as to the purpose of the visit;


1.9.2
if the visit is not a party plan sales event and is likely to last more than 15 minutes, inform the consumer as to the likely length of the visit;


1.9.3
where products are intended particularly for the elderly or infirm, check for any vulnerability (lack of understanding etc) that the consumer might have. In such cases, I will use an effective screening system able to identify vulnerable consumers and take all reasonable steps to ensure that the vulnerability is not exploited, even unintentionally.


2. I will protect My VitaBella’s trademarks and trade name by not reproducing My VitaBella’s name and/or trademarks or copy any of My VitaBella’s materials for use in any advertising without the prior written approval of My VitaBella.


3. I am an independent contractor; I am not an employee, partner or franchisee of My VitaBella. I cannot act on behalf of, represent, or conclude any contracts on behalf of My VitaBella, save for the collection and transmission of orders for My VitaBella products at prices approved by My VitaBella; I do not have any authority to incur any debt, obligation or liability on behalf of My VitaBella.


4. As an independent contractor, I am responsible for paying all national insurance contributions, income taxes, VAT and making all relevant filings and returns required by law; and I am not covered by any employment protection legislation and I will not be treated as an employee with respect to this agreement for any tax or legal purposes, or otherwise. I agree to abide by all laws relating to my business. I will be responsible for my conduct in relation to my business with My VitaBella and will indemnify My VitaBella as regards any claims against My VitaBella and/or myself arising out of my conduct. I will maintain adequate insurance against all relevant risks including public liability.
I confirm that I have the right to work in the UK and will produce, upon request, documentation to confirm my right to work in the UK. I hereby indemnify My Vita Bella in respect of all and any claims, expenses, costs or liabilities against it arising from or in connection with my right to work in the UK.


5. I will present My VitaBella’s business opportunity in a truthful manner. I will abide by all legal requirements and the Codes of the Direct Selling Association (DSA). I acknowledge that My VitaBella may not yet be a member of the DSA and, pending such membership, I shall not suggest otherwise. I will not make any misleading earnings claims. I will accept recruiting responsibilities by ensuring that any prospective recruit is 18 years of age or older.


6. I will submit product orders to My VitaBella in the manner prescribed by My VitaBella accompanied by full payment by my personal cheque or other payment method deemed acceptable by My VitaBella. I understand that all orders are subject to acceptance by My VitaBella.


7. I understand that information and materials provided to me contain confidential and proprietary information of My VitaBella. I will not use, disclose or reproduce these materials other than for my business without the prior express written consent of My VitaBella.


8. I have no financial obligation during the period of 12 months from the start of this agreement other than to purchase a Starter kit/pay the registration fee.


9. I understand that commissions will be paid in accordance with the Compensation Plan and that I must comply with and not be in breach of any of the terms of the Agreement in order to be eligible for payment. I understand that My VitaBella may suspend or revoke payment of commissions paid less than 120 days previously if I am in breach and I authorize My VitaBella to deduct from commissions, overrides or other amounts due to me, amounts owed by me to My VitaBella which are due at the time of the deduction. My VitaBella may recover from me commissions paid in respect of returned products or cancelled services.


10. I agree that personal information provided to My VitaBella may be retained and processed by My VitaBella manually and/or on a computer database, disclosed and transferred to My VitaBella and its affiliates and to other persons situated outside the European Economic Area for use by My VitaBella for business purposes. Personal information includes, but is not limited to, my name and address, sensitive personal data and other information relating to me and information may be disclosed to third parties for My VitaBella’s business purposes unless I notify My VitaBella that I do not want such information released. I also agree that such information pertaining to customers belongs to My VitaBella and that My VitaBella reserves the right to assure continued service to customers if I cease to be an active Consultant. I will take appropriate steps to protect the security of personal data in my possession.


11. In the supply of promotional or training literature (sales aids) in hard copy or electronic form I will:


11.1
utilise only materials that are approved by My VitaBella or comply with the same standards to which My VitaBella adheres;


11.2
not make the purchase of such sales aids a requirement for downline direct sellers;


11.3
provide such literature (and any other sales aids) at no more than a reasonable and fair price, equivalent to the price of similar material available generally in the marketplace;


11.4
offer a written return policy that is the same as the return policy of My VitaBella;


11.5
not require any other direct seller to purchase any sales aids or other materials that are inconsistent with My VitaBella’s policies and procedures;


11.6
ensure that sales aids and other materials are not misleading or deceptive and are sold only in compliance with the provisions of the DSA Code; and


11.7
not permit the sale of sales aids to be a profit centre for any direct sellers.


12. I cannot transfer or subcontract this agreement or my appointment as a Consultant to any person or entity. As an independent contractor, I am entitled to arrange for such assistance in the conduct of my business as I deem appropriate.


13. I understand that I may cancel this Agreement without penalty within fourteen (14) days of entering into it and that if I do so I am entitled to recover all monies paid to My VitaBella in that time upon delivery to [UK My VitaBella address] all products in a commercially re-saleablecondition. Cancellation may be effected by sending a written notice to My VitaBella at [principal business address] or via email to [email address]. Such notice must contain my full name, Consultant number and address.


14. I will not pay or agree to pay to My VitaBella or any other Consultant a sum in excess of £200 in the first seven days of my appointment as a Consultant (inclusive of monies paid for the Starter kit/registration fee), whether in respect of products ordered or anything else.


15. I further agree to provide every customer with a completed Notice of the Right to Cancel before every purchase and upon discovery of a failure to have done so I undertake to provide a Notice of the Right to Cancel to that customer as soon as possible.

 

B. My VitaBella understands and agrees:


1. Consultant will be entitled to earn commission income based on sales of My VitaBella products.


2. In addition to commissions, My VitaBella may provide additional awards and privileges to “active” Consultants, as defined from time to time.


3. My VitaBella will calculate and pay commissions in accordance with the then current My VitaBella-published commission schedules. My VitaBella may change commissions, incentive programme rules and active sales requirements at any time with thirty (30) days’ prior written notice toConsultant.


4. My VitaBella will not impose on Consultant any geographical territories or limits relating to sales and recruiting of Consultants in the United Kingdom.


5. The Consultant has no financial obligation during the term of this agreement other than to pay for the products and services ordered.


6. The Consultant may, at any time during the subsistence of this agreement return (at the Consultant’s expense) any original, unused, and commercially re-saleable goods purchased from My VitaBella and My VitaBella will give Consultant a refund amounting to 90% of the VAT inclusive price of such goods less an amount equal to (i) any commissions, bonuses or other benefits (in cash or in kind) received by the Consultant in respect of those products, (ii) any amounts due from the Consultant to My VitaBella on any account, (iii) a reasonable handling charge, (iv) any diminution in the value of the goods returned to My VitaBella in a deteriorated or non-merchantable condition. My VitaBella shall be under no such obligation if and to the extent that the products: (a) were acquired in breach of this agreement, (b) are not returned to My VitaBella in an unused, commercially resalable condition not more than 14 days after termination, or (c) if the Consultant had been informed that the products were seasonal, discontinued or special promotion products which were not to be subject to buy-back.

 

C. General

 

1. This agreement is subject to acceptance by My VitaBella confirmed by its issue of a Consultant number.


2. This agreement is effective for 12 months from the date of acceptance. It may be automatically renewed for additional terms of one year.


3. Consultant may terminate this agreement at any time by giving written notice to My VitaBella. My VitaBella may terminate this agreement for breach immediately or for any reason upon 30 days written notice.


4. No Consultant or former Consultant may set up in competition with My VitaBella for a period of 6 months following the termination of this agreement.


5. No Consultant or former Consultant may directly or indirectly solicit or attempt to solicit customers of My VitaBella as introduced under the scheme for a period of 2 years and 11 months.


6. If any provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable


7. If Consultant terminates this agreement within its first fourteen (14) days, Consultant may cancel any outstanding orders with My VitaBella without charge and receive a full refund of anything paid for, yet not received, in connection with this agreement. If Consultant returns to My VitaBella, at the address identified below, any goods Consultant purchased in that period, My VitaBella will give a full refund for them provided the goods are returned in the condition in which they were supplied.


8. If Consultant terminates this agreement more than fourteen (14) days after entering into it or if My VitaBella terminates this agreement, Consultant


8.1
shall have no further contractual obligation to My VitaBella save under the provisions which expressly or by implication endure beyond that point, and may cancel any outstanding personal orders and immediately receive a full refund of any prepayment for orders not received.


8.2
may return (at My VitaBella’s expense) any original, unused, and commercially re-saleable goods purchased from My VitaBella within 90 days prior to such termination and My VitaBella will give Consultant a full refund of the VAT inclusive price of such goods less 10% handling charge (which will not be levied if My VitaBella terminates this agreement), and any diminution in the value of the goods returned to My VitaBella in a deteriorated or non-merchantable condition provided that such products were not purchased or acquired in breach of this agreement; and


8.3
may also return (at My VitaBella’s expense) any original, unused, and commercially re-saleable goods purchased from My VitaBella more than 90 days but less than one year prior to such termination and My VitaBella will give Consultant a refund amounting to 90% of the VAT inclusive price of such goods less an amount equal to (i) any commissions, bonuses or other benefits (in cash or in kind) received by the Consultant in respect of those products, (ii) any amounts due from the Consultant to My VitaBella on any account, (iii) a reasonable handling charge, (iv) any diminution in the value of the goods returned to My VitaBella in a deteriorated or non-merchantable condition. My VitaBella shall be under no such obligation if and to the extent that the products: (a) were acquired in breach of this agreement, (b) are not returned to My VitaBella in an unused, commercially resalable condition not more than 14 days after termination, or (c) if the Consultant had been informed that the products were seasonal, discontinued or special promotion products which were not to be subject to buy-back.


9. My VitaBella agrees to provide to the Consultant with every purchase of products for the Consultant’s own use a Notice of the Right to Cancel and that it will abide by the terms therein.


10. This agreement may be altered, modified or changed only in writing issued by an authorised My VitaBella representative. It cannot be altered, modified or changed through any suggestions, advice, guides or sales aids provided by My VitaBella.


11. This agreement shall be governed by English law. 12. My VitaBella’s return address: 3 Saintbury Close, Stratford upon Avon, Warwickshire, CV37 7HD