Terms and Conditions of Consultant Agreement
A. As a Consultant, I understand and agree:
1. The Contractor agrees that for the duration of undertaking services for the Company that they shall not offer any other finance services to any customers be it for the same or a different product.
1.1 I will promote and sell Saladmaster products and services to customers as an Agent on behalf of the Dealer.
1.2 I will not sell Saladmaster products on the Internet or in any public, retail or service establishments. I will not sell Saladmaster products for resale.
1.3 I will present Saladmaster 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 Saladmaster and in advertising any of the products or Saladmaster in relation to any information I provide about earnings, I will ensure the following wording is used:
‘It is illegal for a promoter or a participant in a trading scheme to persuade anyone to make a
payment by promising benefits from getting others to join a scheme. Do not be misled by claims that high earnings are easily achieved’.
1.4 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.
1.5 I will demonstrate or sell only Saladmaster products. 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 Saladmaster-sponsored event or meeting.
1.6 I will make only such verbal or written product claims with respect to product effectiveness as are authorized by Saladmaster.
1.7 When making an appointment to visit a consumer, I will:
1.7.1 inform the consumer as to the purpose of the visit and its likely length;
1.7.2 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 Saladmaster’s trademarks and trade name by not reproducing Saladmaster’s name and/or trademarks or copy any of Saladmaster’s materials for use in any advertising without the prior written approval of Dealer or Saladmaster.
3. I am an independent contractor; I am not an employee, partner or franchisee of Saladmaster or of the Dealer. I cannot act on behalf of, represent, or conclude any contracts on behalf of Dealer or Saladmaster apart from the collection and transmission of orders for Saladmaster products at prices approved by the Dealer; I do not have any authority to incur any debt, obligation or liability on behalf of Dealer or Saladmaster.
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 the Dealer and Saladmaster and will indemnify the Dealer and Saladmaster as regards any claims against the Dealer or Saladmaster (as the case may be) and/or myself arising out of my conduct. 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 the Dealer and Saladmaster 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. I will register with HMRC in relation to tax and national insurance within 90 days, following the commencement date and will obtain form CWF 1(from HMRC) for that purpose.
5. I will present Saladmaster’s business opportunity in a truthful manner. I will abide by all legal requirements and the Codes of the Direct Selling Association (DSA). 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 understand that information and materials provided to me contain confidential and proprietary information of Dealer or Saladmaster (as the case may be). I will not use, disclose or reproduce these materials other than for my business without the prior express written consent of Dealer or Saladmaster (as the case may be).
7. There is no charge to enter this agreement and I have no financial obligation during the period of twelve months starting from the start of this agreement or subsequently other than to pay for any goods or services which I might choose to purchase.
8. I understand that commissions will be paid in accordance with the Commission 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 Dealer may suspend or revoke payment of commissions paid less than 120 days previously if I am in breach and I authorize Dealer to deduct from commissions, overrides or other amounts due to me, amounts owed by me to Dealer which are due at the time of the deduction. Dealer may recover from me commissions paid in respect of returned products or cancelled services.
9. I agree that personal information provided to Dealer or Saladmaster may be retained and processed by Dealer or Saladmaster (as the case may be) manually and/or on a computer database, disclosed and transferred to Dealer or Saladmaster (as the case may be) and its affiliates and to other persons situated outside the European Economic Area for use by Dealer or Saladmaster (as the case may be) 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 Dealer’s or Saladmaster’s business purposes unless I notify Dealer or Saladmaster (as the case may be) that I do not want such information released. I also agree that such information pertaining to customers belongs to the Dealer or Saladmaster (as the case may be) and that Dealer or Saladmaster (as the case may be) 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.
10. In the supply of promotional or training literature (sales aids) in hard copy or electronic form I will:
10.1 utilise only materials that are approved by Dealer or Saladmaster (as the case may be) or comply with the same standards to which Dealer or Saladmaster (as the case may be) adheres;
10.2 offer a written return policy that is the same as the return policy of Saladmaster.
11. 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.
12. 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. Dealer understands and agrees:
1. Consultant will be entitled to earn commission income based on sales of Saladmaster products.
2. In addition to commissions, Dealer and Saladmaster may provide additional awards and
privileges to “active” Consultants, as defined from time to time.
3. Dealer and Saladmaster will calculate and pay commissions in accordance with the then current Dealer’s or Saladmaster’s (as the case may be) published commission plan. Dealer or Saladmaster (as the case may be) may change commissions, incentive programme rules and active sales requirements at any time with thirty 30 days’ prior written notice to Consultant.
5. 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 after the date of this agreement by Consultant from Dealer or Saladmaster for a partial refund in accordance with, and subject to, the terms of the Code of Business Conduct of the Direct Selling Association.
C. General
1. This agreement is subject to acceptance by Dealer.
2. A Consultant may terminate this agreement at any time by giving written notice to Dealer. Dealer may terminate this agreement for breach immediately or for any reason upon 30 days written notice.
3. No Consultant or former Consultant may set up in competition with the Dealer or Saladmaster for a period of 6 months following the termination of this agreement.
4. No Consultant or former Consultant may directly or indirectly solicit or attempt to solicit customers of the Dealer or Saladmaster as introduced under the scheme for a period of 2 years and 11 months after termination of this agreement.
5. 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.
6. Consultant may terminate this agreement without penalty during its first 14 days by giving written notice to Dealer at Dealer’s address below. If the Consultant does so, Consultant may cancel any outstanding orders with Dealer without charge and receive a full refund of anything paid for, yet not received, in connection with this agreement. If Consultant returns to Dealer, at the address identified below, any goods Consultant purchased in that period, Dealer will give a full refund for them provided the goods are returned in the condition in which they were supplied.
7. If Consultant terminates this agreement more than 14 days after entering into it or if Dealer terminates this agreement, Consultant:
7.1 shall have no further contractual obligation to Dealer (except under Clauses C3 and C4) and may cancel any outstanding personal orders and immediately receive a full refund of any prepayment for orders not received.
7.2 may return (at Dealer’s expense) any original, unused, and commercially re-saleable goods
purchased by the Consultant from Dealer within 90 days prior to such termination and Dealer will give Consultant a full refund of the VAT inclusive price of such goods less 10% handling charge (which will not be levied if Dealer terminates this agreement), and any diminution in the value of the goods returned to Dealer in a deteriorated or non-merchantable condition provided that such products were not purchased or acquired in breach of this agreement; and
7.3 will also have the right (in accordance with, and subject to, the terms set out in the Code of Business Practice of the Direct Selling Association) to return and claim a partial refund for products which Consultant purchased more than 90 days and up to one year prior to termination and which remain unsold.
8. This agreement may be altered, modified or changed only in writing issued by an authorised Dealer representative. It cannot be altered, modified or changed through any suggestions, advice, guides or sales aids provided by Dealer or Saladmaster.
9. This agreement shall be governed by English law. This agreement and the Company’s
Commission Plan comprise the entire agreement between the parties.
10. Dealer’s Return Address:
Your participation in the Program is solely to legally advertise our website to receive a commission on memberships and products purchased by individuals referred to Grow The Vine by your own website or personal referrals.
By signing up for the Grow The Vine Affiliate Program (Program), you indicate your acceptance of this Agreement and its terms and conditions.
Approval or Rejection of the Application
We reserve the right to approve or reject ANY Affiliate Program Application at our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Application.
Commissions
Commissions will be paid once a month. For an Affiliate to receive a commission, the referred account must remain active for a minimum of 31 days.
You cannot refer yourself, and you will not receive a commission on your own accounts.
Payments will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out.
Termination
Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:
- Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
- Spamming (mass email, mass newsgroup posting, etc.).
- Advertising on sites containing or promoting illegal activities.
- Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
- Violation of intellectual property rights. Grow The Vine reserves the right to require license agreements from those who employ trademarks of Grow The Vine in order to protect our intellectual property rights.
- Offering rebates, coupons, or other form of promised kick-backs from your affiliate commission as an incentive. Adding bonuses or bundling other products with Grow The Vine, however, is acceptable.
- Self referrals, fraudulent transactions, suspected Affiliate fraud.
In addition to the foregoing, Grow The Vine reserves the right to terminate any Affiliate account at any time, for any violations of this Agreement or no reason.
Affiliate Links
You may use graphic and text links both on your website and within in your email messages. You may also advertise the Grow The Vine site in online and offline classified ads, magazines, and newspapers.
You may use the graphics and text provided by us, or you may create your own as long as they are deemed appropriate according to the conditions and not in violation as outlined in the Termination section.
Coupon and Deal Sites
Grow The Vine occasionally offers coupon to select affiliates and to our newsletter subscribers. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any affiliate who is considering the promotion of our products in relation to a deal or coupon:
- Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific affiliate.
- Affiliates may not bid on Grow The Vine Coupons, Grow The Vine Discounts or other phrases implying coupons are available.
- Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
- User must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed).
- Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the program immediately.
Pay Per Click (PPC) Policy
PPC bidding is NOT allowed without prior written permission.
Liability
Grow The Vine will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our website(s).
We do not make any expressed or implied warranties with respect to the Program and/or the memberships or products sold by Grow The Vine. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.
Term of the Agreement
The term of this Agreement begins upon your acceptance in the Program and will end when your Affiliate account is terminated.
The terms and conditions of this agreement may be modified by us at any time. If any modification to the terms and conditions of this Agreement are unacceptable to you, your only choice is to terminate your Affiliate account. Your continuing participation in the Program will constitute your acceptance of any change.
Indemnification
Affiliate shall indemnify and hold harmless Grow The Vine and its affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by Grow The Vine to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of Affiliate.
Electronic Signatures Effective
The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Grow The Vine affiliate program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Grow The Vine application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.