THIS Nutriseed Ambassador agreement is made between:
(1) The person whose name is set out above ("the Ambassador" also referred to herein as "You" or "Your") and
(2) Super Eleven Shake Limited t/a Nutriseed (company registered no: 08562572) whose registered office is at Acre House, 11/15 William Road, London , NW1 3ER, UK
1.1 In these terms and conditions, the following words and expressions shall have the following meaning:- “Agreement” shall mean the terms and conditions set out in this document and shall also apply to all Notices, The Ambassador Registration Form, Ambassador Handbook and where the Ambassador is a Team Leader incorporating the Nutriseed business opportunity amended from time to time. In the case of a conflict between the terms of this Agreement and any other document, the terms of this Agreement shall apply; “Ambassador” shall mean any person appointed by NS as an Ambassador and whose appointment has not been terminated; “Team Leader” shall mean an Ambassador who, in compliance with this Agreement, has progressed to the status of self-employed Wellness Ambassador Team Leader, Bronze Level or above (in accordance with the rules defined in the Rewards Plan); The term "Active" defines any "qualified" Ambassador placing orders and meeting status criteria within any given sales cycle, there being 12 sales cycles throughout the year running from the first to the last day of each calendar month.
Pure Pamper Party” shall mean a meeting (in whatever form and however convened) held at an Approved Venue for a participative demonstration, and with a view to making Direct Sales of the Products and no other products or “Pure Pamper Party” shall be construed accordingly; “Products” shall mean all products supplied by NS, the details of which are listed on the Nutriseed website, and/or produced by NS and which may be varied from time to time by NS under its absolute discretion; “Approved Venue” shall mean any private residential premises or such other premises, exhibition venue or websites in the Territory as may
be approved by NS in writing from time to time; “Ambassador Handbook” shall mean the handbook entitled “Love, Health Happiness - The Nutriseed Way” issued to the Ambassador, which shall contain certain information and best practices in relation to the Ambassador’s business; “Ambassador Store” shall refer to the website address ‘www.nutriseed.co.uk’, which the Ambassadors have access to and which contains information and best practices, including but not limited to those relating to Product stock, Customer procedures, NS guidelines and training; “Ambassador 360 Portal” shall refer to the website address www.nutriseed.co.uk/pages/ambassador360portal, “ “Reward Plan” shall mean the document provided by NS and which contains information and definitions concerning the financial rewards for Ambassadors when Direct Sales or E-Commerce Sales are made and/or when title promotions are achieved; “ Ambassador Checkout” shall mean the electronic order facility provided by NS to the Ambassador; “Ambassador Store” shall mean the E-commerce website provided to Ambassadors by NS; “Ambassador Agreement Form” shall mean the registration form provided by NS to be completed by and signed by the Ambassador; “Customer” shall mean any consumer or end user of the Products and shall not, for the avoidance of doubt, include any person intending to resell the Products; “Direct Sale” shall mean the sale of the Product by the Ambassador direct to a Customer whether at a Pure Pamper Party or otherwise; “E-commerce Sale” shall mean a sale of a Product, including but not limited to an E-commerce Sale, made by NS to a Customer direct where the Customer was originally introduced to NS by the Ambassador, and where such a sale takes place by the Customer placing an order for Products directly to NS; “Host” shall mean a person who arranges a Pamper Pure Party at an Approved Venue (whether the person is the Ambassador themselves, a Customer or any other person); “Inactive Ambassador” shall mean the title given to Ambassadors who fulfil the criteria set out in condition 51; “Income Potential” shall mean the provisions of the Reward Plan concerning the financial rewards for Ambassadors when Direct Sales or E-Commerce Sales are made; “Kit” or “Starter Kit” shall mean a selection of Products, sales, marketing, training aids and business stationery used by the Ambassador in their business and supplied to the Ambassador by NS; “Authorised Officer” shall mean an employee of NS who has authorisation to make the necessary decisions; “Notice” shall mean a notice of amendment made by NS in accordance with condition 42; “Sales and Marketing Products” shall mean the literature and marketing tools provided to the Ambassador and/or Team Leader by NS to assist with the marketing and sales process when carrying out their business, where applicable, but not for sale to Customers; “Territory” shall mean England, Scotland, Wales, Northern Ireland, Channel Islands, the Ambassador Store Website, Pure Pamper Party,, Salons, Shows/Fairs; “Trading Scheme” shall mean a regulated trading scheme to which part XI of the Fair Trading Act 1973 (as amended) applies; Note, the headings used in these terms and conditions shall not affect the interpretation of each term and condition.
AMBASSADOR - APPOINTMENT
2. NS hereby appoints You as an Ambassador and grants You the nonexclusive right to market and promote the Products in the Territory on behalf of NS as a self-employed distributor of NS, and to sell them as a distributor with a view to making Direct Sales only in accordance with this Agreement.
3. The Ambassador warrants they are over 18 years of age and a resident in the UK.
TEAM LEADER - PROGRESSION
4. Where the Ambassador has progressed to the status of Wellness Ambassador Team Leader ( Bronze or above), then in addition to the rights and obligations set out herein with respect to Ambassadors (which shall continue to apply to the Team Leader notwithstanding such progression), they shall have the rights and obligations (including but not limited to those related to the recruitment, registration and motivation of Ambassadors) set out in the Wellness Ambassador Agreement.
FINANCIAL AND OTHER OBLIGATIONS OF THE AMBASSADOR/WELLNESS AMBASSADOR TEAM LEADER
5.1 The Ambassador is an independent, self-employed contractor and this Agreement does not create a franchise or an employer/employee, agency, partnership, or joint venture relationship. Subject to condition 6 below, during the term of this Agreement, the Ambassador shall be responsible for all costs and expenses the Ambassador incurs as a result of their consultancy business for NS, including but not limited to those relating to travel, accommodation, any business stationery and the purchase of any goods or services.
5.2 No Ambassador is obliged for any reason, during the term of this Agreement to:
(a) purchase from NS or any other third Party any specified amount or value of Products and Sales and Marketing Products, or other goods or services;
(b) maintain a specified minimum inventory of Sales and Marketing Product;
(c) purchase tickets to attend rallies, seminars or other meetings held by NS or any other third party; the Ambassador expressly acknowledges by signing this Agreement that NS has not advised the Ambassador to do so.
TAX AND INSURANCE REQUIREMENTS
The Ambassador’s attention is drawn in particular to the provisions of conditions 10 and 11.
8. In the event that the Ambassador is or becomes VAT registered and is required to charge NS VAT on payments due under the Income Potential, the Ambassador agrees to notify NS immediately that they are VAT registered. In the event that NS is required to pay VAT on any payment due to the Ambassador under the Income Potential or otherwise, the Ambassador and NS agree for NS to self-bill for such sums and the Ambassador agrees that they will accept all self-billed invoices issued by NS during the term of the Ambassador Agreement. VAT-registered Ambassadors must notify NS immediately in the event that they become deregistered. VAT-registered Ambassadors must notify NS immediately in the event that they sell part or all of their business. VAT-registered Ambassadors and NS agree to notify the other party immediately in the event that they change their VAT registration number.
9. If NS is obliged or liable to make any payment of VAT to the tax authorities as a result of the failure of the Ambassador to notify NS of de-registration for VAT then the Ambassador acknowledges and agrees that NS shall be entitled to recover from the Ambassador the amount of such VAT by making an equitable deduction from the Ambassadors account with NS, or by any other means available to NS, from time to time.
10. NS maintains and is covered by product and public liability insurance for at least £5 million with a reputable insurance company for its own benefit. The Ambassador may, subject to the Ambassador having followed procedures set out by NS from time to time and always at the absolute discretion of NS, be entitled to benefit from NS’s cover in the event of a legitimate incident or claim.
11. Any information provided by NS to an Ambassador in respect of NS’s insurance cover is for information purposes only and NS in no way makes any representations or warranties in respect of insurance cover. The Ambassador is advised to seek their own independent advice from a qualified adviser as to their own insurance requirements.
CODE OF CONDUCT
12. The Ambassador shall not damage, delete any material from, add any material to, or alter in any way the Products and Sales and Marketing Products or their packaging.
13. The Ambassador shall not make any promises or representations to Customers or potential Customers nor give any guarantees or warranties in relation to any Products and Sales and Marketing Products nor shall the Ambassador admit any liability or attempt to settle any Customer claims with respect to the Products and Sales and Marketing Products on behalf of NS. The Ambassador shall, where possible, deal with any Customer queries, complaints, exchanges and refunds in accordance with the procedure set out on the Ambassador Store or Ambassador 360 Portal. Otherwise, the Ambassador shall refer all enquiries, comments and complaints relating to the Products and Sales and Marketing Products to NS. In any event, where a Customer complaint relates to the quality of the Products and Sales and Marketing Products, the Ambassador shall immediately notify NS of the same.
14. The Ambassador hereby agrees to comply with all laws and statutory legislation and rules relating to the Ambassador’s consultancy business and will not, in performing their obligations, put NS or themselves in breach of any law. The Ambassador will, absolutely as required, make appropriate returns to the relevant authorities and, where applicable, pay all amounts due for income tax, national insurance and VAT and any other applicable taxes directly to the appropriate authorities.
15.1 The Ambassador acknowledges that they are a “brand representative” for NS and as such will not use the name of NS, or its logos or any of its trademarks, Products or trade names or designs other than for the purpose of exercising their rights and performing their obligations under the Agreement and furthermore shall not use the same in any way that may prejudice their distinctiveness or validity or the goodwill of NS therein.
15.2 The Ambassador as a “brand representative” for NS acknowledges that they must adhere to the terms outlined in the Ambassador Handbook.
16. The Ambassador shall not for the duration of this Agreement in the Territory:
(i) promote or offer for sale at Pure Pamper Party any products or services that compete with the Products;
(ii) promote at Pure Pamper Party any other direct selling business opportunity; or
(iii) otherwise promote, participate, or have an interest in, either as an Ambassador or employee, any other direct selling business opportunity offering competing products to those of NS.
17. The Ambassador agrees that any gifts received from NS, free of charge and given as an incentive shall not be sold by the Ambassador without prior written permission from NS.
18. The Ambassador agrees at all times to conduct their business ethically and in particular agrees that they will:
(i) not use misleading, deceptive, unfair or inappropriate sales techniques;
(ii) respect the Customers’ right of privacy and respect their contractual rights allowing any contract to be ended;
(iii) describe the NS products honestly and accurately;
(iv) answer Customers’ questions honestly and clearly;
(v) give clear, concise and accurate information about the price of Products, delivery and the returns procedures; and
(vi) abide by all statutory rules and legislation regarding the promoting and selling of products. Where the Ambassador organises a Pure Pamper Party, they will ensure that all invitations:
(vii) specify the purpose of the Pure Pamper Party;
(viii) explain that those invited are under no obligation to purchase anything. Furthermore, invitees shall be given details of a named contact person and telephone number or email address. The Ambassador agrees at all times when promoting NS, its products and its business, to:
(ix) identify themselves as a NS Ambassador clearly to potential Customers;
(x) explain the reason for their approach;
(xi) identify and explain NS and the NS Products;
(xii) not represent themselves as an agent of NS for any non-NS-agreed purpose;
(xiii) not pledge NS’s credit;
(xiv) not give any condition or warranty on NS’s behalf;
(xv) not make any representation on NS’s behalf;
(xvi) not commit NS to any contracts.
19. If the Ambassador fails to comply with any of their obligations under this Agreement, they shall indemnify NS from and against any losses, costs, expenses, charges and/or liabilities (whether civil or criminal) incurred as a result of such failure.
AND SALE OF PRODUCTS
20. The Ambassador shall order the Products only from NS, and shall sell the Products only to Customers. The primary means by which NS expects the Ambassador to distribute the Products are by convening or arranging Pure Pamper Parties and by taking E-commerce orders on their Ambassador Store Website. The Ambassador shall not advertise, sell or offer products for sale other than at Approved Venues or in response to orders received from their existing Customers and shall refrain from actively marketing, advertising or establishing any distribution methods for the Products outside the Territory or not in accordance with the Policies and Procedures covered within the Ambassador Handbook and the Ambassador Agreement.
21. NS has a recommended retail price for the Products for the Ambassadors and in the instance where the Ambassador makes a Direct Sale, they are at all times bound to the recommended retail price. All recommended retail prices will be set out on the Ambassador’s website, when logged onto the Nutriseed website issued by NS.
22. For Direct Sales, NS shall sell the Products to the Ambassador and their customers against the receipt of orders placed by the Ambassador and their customers.
23. The Ambassador shall place orders in accordance with the guidelines set out in the Ambassadors’ Store using the Ambassador Checkout facility and shall be responsible for the accuracy and completeness of all orders they place with NS.
24. The price of the Products sold to the Ambassador shall be indicated on the Nutriseed Ltd website as issued by NS from time to time and shall include VAT. NS reserves the right to change the price of the Products from time to time. NS reserves the right to charge the Ambassador an amount in respect of delivery and reserves the right to change the delivery cost from time to time.
25. NS reserves the right to sell Products to other Ambassadors (and Team Leaders and nothing in this Agreement shall entitle the Ambassador to any priority of supply in relation to the Products as against demand from NS’s other Ambassadors, Team Leaders and Customers.
SUPPLY AND SALE OF SALES AND MARKETING PRODUCTS
26. The Ambassadors shall order the Sales and Marketing Products provided by NS and shall not advertise, sell or offer for sale the Sales and Marketing Products. The Ambassador shall utilise the Sales and Marketing Products for the purpose of marketing the products to Customers and potential Customers.
27. NS shall sell the Sales and Marketing Products to the Ambassador against the receipt of orders placed by the Ambassador.
28. The Ambassador shall place orders using the Ambassador Website Checkout Facility and shall be responsible for the accuracy and completeness of all orders placed. The placing of an order by the Ambassador will act as an instruction by the Ambassador to NS to deliver the Products on behalf of the Ambassadors.
29. The price (where relevant) of the Sales and Marketing Products sold to the Ambassador shall be indicated on the Ambassador Checkout Facility and shall include VAT. NS reserves the right to change the price of the Sales and Marketing Products from time to time. The Ambassador shall also pay NS an amount in respect of delivery in accordance with the Ambassadors Store Terms and Conditions.
30. NS reserves the right to sell Sales and Marketing Products to other Ambassadors (and Team Leaders). Nothing in this Agreement shall entitle the Ambassador to any priority of supply in relation to the Sales and Marketing Products as against demand from NS’s other Ambassadors and Team Leaders.
31. NS reserves the right in its entire discretion to decline any order.
DELIVERY AND PAYMENT
32. NS shall be under no obligation to the Ambassador or any other person to release any Products and Sales and Marketing Products for delivery to the Ambassador or any other person unless and until NS has received payment in full for the same.
33. The Ambassador shall pay for the Products and Sales and Marketing Products and for delivery when placing their order, in accordance with the payment terms set out on the Ambassador Checkout Facility. Following receipt of payment, NS shall arrange delivery of the Products and Sales and Marketing Products at the delivery address specified by the Ambassador at the time of placing the relevant order (which may be the address of the Ambassador or the Host of the relevant Pure Pamper Party). NS will use all reasonable endeavours to deliver within five (5) business days of receipt of payment, with the title of goods passing on delivery.
34. NS shall, subject to condition 32, deliver the Sales and Marketing Products on the Ambassador’s behalf to the address supplied on the Ambassador’s order.
35. NS undertakes to the Ambassador to use all reasonable endeavours to deliver the Sales and Marketing Products to the Ambassador or elsewhere as requested on the Ambassador’s order within five (5) business days of receipt of payment, but NS will have no liability to the Ambassador, if taking into account its reasonable endeavours, there is any delay in delivery
36. The Ambassador shall earn and NS shall pay to the Ambassador commissions, bonuses and other payments in accordance with the terms set out in the Rewards Plan; the nature and the amount of such earnings and payments will vary according to the nature of any relevant sale (e.g. Direct Sale or E-commerce Sale), the status of the Ambassador (e.g. Ambassador or Team Leader) and all other relevant factors. No amounts will be earned by, or paid to, the Ambassador except as a result of the sale of Products. No commission or bonuses will be paid whatsoever for the act of sponsoring or recruiting new Ambassadors. An Ambassador is compensated based upon the activities of other Ambassadors only to the extent of sales made by them to Customers. NS will not offer and the Ambassador (whether acting as an Ambassador or Team Leader) may not accept any payment for the introduction of potential Ambassadors to NS. NS will pay all sums earned by the Ambassador on or around the 8th day of each month. Payments relating to individual or team sales,
will normally be made by bank transfer to the nominated account of the Ambassador, unless the Ambassador advises NS in writing that they are not able to accept payment by bank transfer, in which event, payments will be made by cheque. The payments of all monies that may become due to the Ambassadors are conditional on full compliance with this Agreement.
37. It is the sole responsibility of the Ambassador to ensure that they have provided NS with the correct details of their nominated bank account and that such account can receive the transfer of payments due from NS. In the event of non-payment due to incorrect bank details provided by the Ambassador or if the Ambassador’s bank does not accept the transfer to their nominated account, NS shall under no circumstances be responsible for any resulting loss, directly or indirectly.
38. NS will make available to the Ambassador a statement of all sales and other transactions relating to their account with NS, including a statement of the commissions earned in each month. Such information shall be provided electronically to the Ambassador.
AMOUNTS OWED BY THE AMBASSADORS
39. In addition to any other rights and remedies available to NS, if any amount payable by the Ambassador to NS for any reason during the term of this Agreement, whether arising under this Agreement or otherwise, becomes overdue, NS shall be entitled and the Ambassador hereby authorises NS to deduct such amount from any monies due from NS to the Ambassador hereunder.
40.1 In the event an Ambassador has been found to have acted fraudulently, NS shall have the right to cancel the Ambassador’s Agreement and also to reclaim any amounts paid by NS that it deems reasonable.
40.2 The Ambassador shall place orders under their own identity and, in the event they place them under another Ambassador ‘s identity, NS shall have the right to cancel this Agreement.
AMENDMENTS AND ALTERATIONS
41. NS reserves the right to vary the price, variety, specification and packaging, quantity and/or design of any of the Products and Sales and Marketing Products or training materials from time to time.
42. NS may, at any time and at its sole discretion, make alterations to the Ambassador Handbook & Rewards Plan (as amended from time to time), but then will do so on the understanding that NS shall provide the Ambassador with thirty (30) days’ notice of such changes. `
The placing of orders by the Ambassador and/or the continued promotion of the NS business opportunity following the issue of such notices of amendments will indicate acceptance by the Ambassador of such amendments to this Agreement.
43. The Ambassador acknowledges that they have been informed by NS that the Information that they give to NS (including information relating to the Ambassador and their Customers, address and other details) will be retained by NS as the data controller on a computer database and will be used by NS for purposes that include: marketing, commission’s payable and the general performance of NS’s business. The Ambassador also acknowledges that NS may disclose this information to other
Ambassadors as part of NS’s Ambassador and Customer “Customer Database” (which shall mean the information held by NS relating to its Ambassadors and Customers, which at NS’s option may include but is not limited to its relationships with each of its Ambassadors and Customers, the management of each Ambassador, the Ambassador’s upline and downlines and historical purchasing information for each Ambassador and Customer). The Ambassador consents to NS retaining, processing and disclosing the information referred to as set out above.
44. The Ambassador acknowledges that they agree to comply with Payment Card Industry (PCI) compliance standards as updated from time to time and will ensure that any computer used in connection with their business will have sufficient firewall protection and up-to-date anti-virus and anti-spyware software installed.
SECURITY OF CUSTOMER
CREDIT CARD INFORMATION
45. As a self-employed independent contractor, the Ambassador acknowledges that they are responsible for the secure handling (processing, storage, disposal) of the Customer credit card data they receive from Customers in the course of trade.
46. The Ambassador agrees that they are responsible for the secure handling of all documents in any media that may contain credit card information, including (but not limited to) the Customer Order Form and the Ambassador Registration Form (which contains the Ambassador’s own credit card data).
47. The Ambassador agrees to treat any credit card information in strict confidence, and will not disclose same to any unauthorised third party (other than NS for the purpose of the processing of Customer payments).
48. Storage: The Ambassador will store securely all documents containing credit card information and in particular:
(a) will keep documents containing credit card information in a securely locked cabinet at the Ambassador’s residence or other secure location (e.g. bank deposit box);
(b) when in transit, will keep documents containing credit card information in their physical possession at all times and will not leave unattended, or in a car;
(c) ensure that they process credit card information in a confidential manner, so that the credit card information cannot become known to others.
49. Retention/Disposal: The Ambassador will retain documents containing credit card information for the purpose of placing the Customer order , but in no event will retain said documents for longer than seven (7) days from receiving the completed Customer order form. The Ambassador will dispose of any documents containing credit card information immediately after the end of the prescribed retention period. The Ambassador will ensure that any disposal of documents containing credit card information will be done in a secure manner using cross-shredders or other means that will ensure permanent destruction of said documents.
50. The Ambassador acknowledges that they may be required to comply with the Payment Card Industry Data Security Standard (PCI/DSS). The Ambassador is advised to learn about PCI/DSS and their potential obligations. Information is available at: http://www.pcisecuritystandards.org. The Ambassador will decide for themselves if they are required to comply with PCI/DSS, in view of the nature of their business.
51. If the Ambassador has not placed an order in any rolling three (3) month period ,they shall be classified as an Inactive Ambassador by NS.
52. Provided an Inactive Ambassador has Team Leaders approval and three (3) firm Pure Pamper Presentation bookings, they can be reclassified as an Ambassador.
53. If the Ambassador is not reclassified as an Ambassador within such twelve (12) month period in accordance with condition 51 or 52 above, this Agreement shall terminate automatically under condition 61 below.
TERM AND RENEWAL
54. This Agreement shall commence on the date of execution hereof and will continue until terminated pursuant to the termination provisions set out below.
55. The Ambassador may, by giving notice in writing to NS at the following address: Nutriseed Ambassador Support Team, Nutriseed Towers, 7 Main Drive, East Lane Business Park, London HA9 7NA, terminate the Agreement within fourteen (14) days of entering into the Agreement, without penalty and with the right to recover any monies that they have paid to or for the benefit of NS or paid to any other person in connection with their participation in the business or in accordance with this Agreement.
56. On termination pursuant to condition 59, the Ambassador may return any Products and Sales and Marketing Products they have purchased from NS within fourteen (14) days of entering into this Agreement and which remain unsold, provided that they remain in the condition in which they were at the time of purchase, and may recover any monies paid in respect of them.
57. On termination pursuant to condition 59, the Ambassador may also cancel any services ordered within fourteen (14) days of entering into this Agreement and may recover any monies paid in respect of such services not yet supplied to the Ambassador.
58. NS may not take a handling charge in respect of Products and Sales and Marketing Products returned or services canceled under condition 59.
59. The Ambassador may terminate this Agreement at any time after fourteen (14) days of entering into this agreement by giving fourteen (14) days’ notice in writing to NS at the address stated in condition 55 above. On termination by the Ambassador pursuant to condition 59, the Ambassador shall have the right to return to NS any Products and Sales and Marketing Products they have purchased from NS within a period of ninety (90) days prior to such termination and which remain unsold and to recover from NS the price (inclusive of VAT) that the Ambassador paid for them less:
(i) in the case of any Products and Sales and Marketing Products in which the condition of them has deteriorated due to any act or default on the part of the Ambassador, an amount equal to the diminution in their value resulting from such deterioration; and
(ii) a reasonable handling charge.
60. Further, where either the Ambassador or NS terminates this Agreement pursuant to condition 55 and/or 61, the Ambassador shall have the right to return to NS any Products and Sales and Marketing Products the Ambassador has purchased more than ninety (90) days but within one (1) year prior to such termination and which remain unsold and to receive from NS ninety per cent (90%) of the price (inclusive of VAT and excluding commission paid for the products) paid by the Ambassador for the purchase of those Products and Sales and Marketing Products, less:
(i) a reasonable handling charge, provided that such Products and Sales and Marketing Products have not been purchased or acquired by the Ambassador in breach of this Agreement, and providing that the Ambassador returns such Products to NS in an unused commercially re-saleable condition not more than fourteen (14) days after the date of termination, and providing that NS did not clearly inform the Ambassador that the items were seasonal, discontinued or special promotion Products that are not to subject to the provision of this condition 60.
61. This Agreement can be terminated by NS without notice for any one or more of the following reasons:
(a) the Ambassador directly or indirectly undertakes any activities or engages in any conduct that is; (i) deemed to be unlawful or unethical or (ii) which may, in NS’s reasonable opinion, pose a risk of damage to the NS brand image or could be prejudicial to NS’s business or reputation or the Products;
(b) a material or persistent breach by the Ambassador of this Agreement;
(c) the Ambassador is bankrupt or if any court judgment is entered against them, or if they make any voluntary arrangement or agreement or settlement with their creditors;
(d) the Ambassador supplies false information at the time of registration or renewal;
(e) in the circumstances set out in condition 53.
62. Where NS believes that an event or circumstance referred to in condition 61 has occurred or arisen, but believes, in the interest of fairness, that it requires further time or information in order to assess the relevant event or circumstance it may, at its sole option, by giving written notice to the Ambassador of the same (“The Suspension Notice”), suspend the Ambassador for a period of up to three (3) months while it investigates the event(s) giving rise to such a belief.
63. During any period of suspension, the Ambassador shall continue to be subject to the terms and conditions of this Agreement but may not place any orders to purchase Products and Sales and Marketing Products, shall not conduct any activities as an Ambassador or Host and shall not be entitled to attend any events organised for Ambassadors or Hosts. NS shall notify the Ambassador in writing when it has concluded its investigation.
64. Where, after concluding its investigation, NS decides to take no further action against the Ambassador, their rights under this Agreement will be fully restored. Where, after concluding such investigation NS decides to terminate the Agreement, such termination will take effect from the date of the Suspension Notice.
65. Where NS terminates the Agreement under condition 61 the Ambassador shall have the right to return to NS any Products and Sales and Marketing Products they have purchased from NS within a period of ninety (90) days prior to such termination and to recover from NS the price (inclusive of VAT) that the Ambassador paid for them together with any costs incurred by the Ambassador in returning the products to NS.
RETURN OF PRODUCTS AND SALES AND MARKETING PRODUCTS
66. On Termination of this Agreement, the Ambassador shall return any Products and Sales and Marketing Products in respect of which they are claiming a refund within twenty-one (21) days of such termination to NS at the address stated above in condition 59, and shall recover monies paid for any Products they return upon their delivery to that address. Where such Products and Sales and Marketing Products are already held by NS, the Ambassador shall recover monies for them immediately upon termination.
CONSEQUENCES OF TERMINATION
67. On termination of this Agreement:
(i) the Ambassador shall return to NS all the documents constituting this Agreement and any other documents including but not limited to the Ambassador and Customer Database or other items given by NS to the Ambassador during their appointment;
(ii) subject to receipt of all sums due to NS by the Ambassador and to condition 70 below, the Ambassador shall be discharged from all contractual liabilities towards NS, or to any other person in connection with their appointment hereunder;
(iii) the Ambassador shall not, for a period of six (6) months after termination, directly or indirectly entice any Ambassador or Team Leader away to another business or company;
(iv) the Ambassador cannot be reinstated as an Ambassador within six (6) months of termination.
RECOVERY OF COMMISSION
68. During the term of this Agreement and on termination of this Agreement, NS may retain any commission payable to the Ambassador and/or recover any commission that has been paid to the Ambassador in respect of Products that have been returned to NS, and for which NS has paid a refund as a result of the termination of an Ambassador in the Ambassador’s downline organisation. NS shall be entitled to recover only such commission as may have been paid within the preceding one hundred and twenty (120) days. NS shall be entitled to set off any commission recoverable under this condition against any sums due from NS to the Ambassador.
69. NS may assign this Agreement or any of its rights and obligations hereunder.
70. This agreement is personal to the Ambassador and neither this Agreement nor any benefit under the Agreement may without the prior consent in writing of NS, (which may be given on such terms as NS considers fit) be assigned, charged or otherwise disposed of, nor may the Ambassador sub-contract or otherwise delegate any of their obligations hereunder.
71. Any notice or communication required to be given to an Ambassador under or in connection with this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first class post or sent via email to the address or email address of the other given at the front page of this Agreement or to such address or email address as may be notified by the other from time to time for this purpose, or NS may provide notice via other electronic means as it considers appropriate from time to time, such as notice on the Ambassadors’ Website, and any such notices or communications shall be deemed to have been served if delivered by hand, at the time the notice is left at the proper address, or if by post, on the second working day after posting, or if via email or other electronic communication, the date that the email or communication was validly sent or posted. Any period of notice shall start to run from the day of deemed service as set out in this clause above. The Ambassador shall inform the other within seven (7) days of any change of address and email address.
72. If any of the terms and conditions of this Agreement shall be found to be illegal, invalid or unenforceable under any applicable law, the invalidity of such term shall in no way affect the legality, validity or enforceability of any other term or condition of this Agreement, all of which shall remain in full force and effect.
73. This Agreement (except in the event of fraud) constitutes the entire agreement between NS and the Ambassador and supersedes any previous agreement between them relating to the subject matter of this Agreement.
74. No person who is not a party to this Agreement may enforce any terms of this Agreement under the Contracts (Rights of Third party’s) Act 1999.
75. This Agreement is governed by English Law and the parties agree to submit to the exclusive jurisdiction of the English Courts in the event of any dispute arising out of or in connection with the Agreement.
76. NS shall be under no obligation to the Ambassador, or any other person to release any Products to the Ambassador or any other person unless and until NS has received full payment for the same.
77. The Pure Pamper Parties are not, nor shall they claim to be or imply that they are partners or joint venturers, nor is the Ambassador (whether acting from time to time as an Ambassador or as a Team Leader) an employee of NS or of their Team Leader nor does the Ambassador (whether acting from time to time as an Ambassador or Team Leader) have any authority to act on behalf of or as an agent of NS, save as specifically authorised by this Agreement and the Ambassador shall not claim or imply otherwise.
78. The termination of this Agreement shall not of itself make NS liable to pay any compensation to the Ambassador, including for loss of profits or goodwill.
79. NS shall not be liable for any delay or for the consequences of any delay in performing its obligations under this Agreement if such delay is due to any cause whatsoever beyond its reasonable control, and NS shall be entitled to a reasonable extension of the time for performing such obligations.
80. The Ambassador agrees to not be involved with any other “Direct Sales” company that is in direct competition with NS products. As such, the Ambassador will agree to sell only NS products at Pure Pamper Parties, events, exhibitions, one to ones, and will not sell them in conjunction with any other product brands.
81. When describing NS Products and personal experiences with NS products,
including the use of testimonials (by you or other Ambassadors or Customers), the Ambassador understands and agrees that they will only describe NS Products and
Product experiences and/or weightloss in a manner that is consistent with official NS
marketing materials or as otherwise approved in advance in
writing by NS. It is the Ambassadors’ responsibility to disclose all relevant information to ensure that any representation they make is truthful and not misleading. The Ambassador understands and agrees that they will not suggest that any NS product is intended to diagnose,treat, cure or prevent any diseases or health conditions, unless
otherwise approved in official NS Marketing Materials.
82. The Ambassador must adhere to the standards and
principles of behaviour set out in the “Consumer Code of Practice” and “Code of Business Conduct” as issued by the Direct Selling Association (or “DSA”).
84 In accordance with the Direct Selling Association guidelines, the Ambassador will not purchase goods or marketing materials from NS (including the Starter Kit) in excess of £200 in the first 7 days of the commencement of this Agreement.