TERMS & CONDITIONS
1. GENERAL:1.1. The company OUD ESSENTIALS™ INTERNATIONAL, 1 Dunston Hole Farm Dunston Road, Chesterfield, Derbyshire, S41 9RL, UK (hereinafter referred to as “OUD ESSENTIALS”) sells products to final customers by way of direct selling.
The OUD ESSENTIALS™ distribution system consists of Independent Brand Partners (hereinafter referred to as “Independent Brand Partners”) offering the products of OUD ESSENTIALS by way of direct selling to consumers for purchase. The system is based on the OUD ESSENTIALS compensation plan. This plan determines the tasks of the Independent Brand Partners by their respective functional position within the distribution organisation. Furthermore, the OUD ESSENTIALS™ compensation plan determines the performance requirements that an Independent Brand Partner must fulfil in order to reach the functional positions available within the organisation and to obtain the rewards for the successful fulfilment of his or her contractual duties.
1.2. The Independent Brand Partner and OUD ESSENTIALS™ will cooperate in the implementation and successful realisation of the OUD ESSENTIALS™ distribution system. Such a person must observe the specific rules of the OUD ESSENTIALS™ distribution system, the OUD ESSENTIALS™ compensation plan and the Policies & Procedures. The Compensation Plan and the Policies & Procedures form an integral part of this Terms & Conditions Agreement.
2. REGISTRATION, TASKS AND STATUS OF THE INDEPENDENT BRAND PARTNERS:
The contract will be deemed concluded offline if the Independent Brand Partner has sent the enclosed application form after completion of all items and signature (without modifications, additions and/or deletions) together with potential documents or self certifications to OUD ESSENTIALS™ if locally required and OUD ESSENTIALS™, at its discretion and after revision of the fulfilment of the requirements stated below, has expressly accepted the application by email.
The OUD ESSENTIALS™ Policies & Procedures and the Compensation plan may be downloaded and printed when concluding the contract online.
2.2. MINIMUM REQUIREMENTS FOR THE CONCLUSION OF A CONTRACT:
The applicant must have full legal capacity.
The applicant, his or her spouse/OUD ESSENTIALS™ partner and/or family Independent Brand Partners living with him or her in the same household must not have been active during the past six months in a OUD ESSENTIALS™ organisation and not have sent in an application through another sponsor.
The applicant may not be insolvent, no insolvency proceeding may be pending and/or the applicant may not be previously convicted.
The applicant must pay OUD ESSENTIALS™ annual enrolment/renewal fee set forth in the application form.
a. SALES ACTIVITY: The Independent Brand Partner sells OUD ESSENTIALS™ products among private consumers as a Commercial Agent or as a trader (in case he or she purchases products for resale).
b. SETTING UP OF A SALES TEAM: The Independent Brand Partner shall set up and take care of a sales team. This sales team shall exclusively be dedicated to the sale of products to end users. In this regard, the Independent Brand Partner shall take the Compensation Plan as guidance.
2.4. STATUS AND STATUS OBLIGATIONS
a. The Independent Brand Partner is basically a self-employed businessman who sells the products and services as a Commercial Agent on his own live account and in his own name to Retail Customers as a Dealer.
b. The Independent Brand Partner shall submit to OUD ESSENTIALS™ his registration for sales tax purposes, where required, and has to register his business with the relevant local authority.
c. The Independent Brand Partner shall be responsible for fulfilling his other obligations as a businessman, in particular the payment of taxes, and for taking out insurance against his professional and personal risks. He also will comply with local social security requirements as part of his own responsibility.
2.5. DISTRIBUTION TERMS:
a. Independent Brand Partners may generally choose their distribution territory at their discretion in all countries opened up by OUD ESSENTIALS™, provided that OUD ESSENTIALS™ has officially launched its products in these territories. The countries and the documents related to them are published on Independent Brand Partner’s back office.
b. If a form of distribution does not offer customer advice or is inadequate for the image of the products, it is not suitable for this purpose. This applies in particular to the sale on swap meets, garage sales, flea markets and/or farmers’ markets. In order to protect its distribution system, in case of contravention OUD ESSENTIALS™ reserves the right to terminate the contractual relationship with immediate effect.
c. Spouses, OUD ESSENTIALS™ partners and other family Independent Brand Partners living in the same household may only be active as Independent Brand Partners outside the same distribution group/downline.
2.6. BEHAVIOUR WITH REGARD TO CONSUMERS
The Independent Brand Partner must refrain from any behaviour that misleads the customer about the reason of being contacted and must promptly end a sales conversation when this is desired by the customer. Without the customer’s express consent the Independent Brand Partner shall not contact end users by telephone or email. Within the scope of his activity as an Independent Brand Partner, the Independent Brand Partner shall not pursue purposes other than his business activities (e.g. religious, political or ideological).
3. ADVERTISING, SALES PROMOTION, INTERNET AND COPYRIGHT:
3.1. When carrying out his contractual activities, the Independent Brand Partner shall introduce himself with his business title as an “Independent Brand Partner” and, if any, with the position he has reached within the organisation. He shall not use the company name or the OUD ESSENTIALS™ trademark or any other trademarks and product names of OUD ESSENTIALS™ unless they are used for OUD ESSENTIALS™ advertising or sales promotion measures or their use has been approved by OUD ESSENTIALS™.
3.2. When carrying out his sales activities and setting up his business, the Independent Brand Partner shall not make statements about the products and the sales system of OUD ESSENTIALS™ that do not correspond to those contained in the official advertising and sales promotion documents of OUD ESSENTIALS™.
3.3. The creation and commercial use of internet websites for the presentation of products and/or the distribution system shall only be permitted with OUD ESSENTIALS™’s written approval. Such websites must be created in accordance with OUD ESSENTIALS™’s specifications. In particular, in order to avoid misunderstandings, it must be ensured that the website of the Independent Brand Partner is not confused with the official OUD ESSENTIALS™ website.
3.4. OUD ESSENTIALS™ operates its own OUD ESSENTIALS™ websites on various social media platforms. These websites are regularly updated. In order to avoid any confusion, the Independent Brand Partner is not allowed to register and/or operate his own social media websites under the name OUD ESSENTIALS™ or similar business designations, trademarks or designs/logotypes owned by OUD ESSENTIALS™, both separately or combined with another business designation.
3.5. The domain and email addresses of the Independent Brand Partner must not contain the names “OUD ESSENTIALS™” or any other trademarks or business designations of OUD ESSENTIALS™.
3.6. When carrying out his business activities, the Independent Brand Partner shall use, distribute or recommend to the Independent Brand Partners of the distribution organisation exclusively documents that have been issued by OUD ESSENTIALS™ in printed, electronic or any other form. The Independent Brand Partner may only use his own advertising or PR material, regardless of the form in which it is published, if such material corresponds with the samples made available by OUD ESSENTIALS™ for this purpose, or has been approved in writing by OUD ESSENTIALS™. This applies in particular to the marketing plan. The information regarding rewards must be transparent and must not be exaggerated. When using an individual internet website, the Independent Brand Partner shall place a link to the official OUD ESSENTIALS™ website and realise product sales (his shop sales) exclusively through the OUD ESSENTIALS™ website.
3.7. OUD ESSENTIALS™ is entitled to reproduce and use the Independent Brand Partner’s name, photograph, video, personal story, testimonial, for the presentation of the distribution system and the products of OUD ESSENTIALS™ in all media if collected during and within the business activities. The Independent Brand Partner can revoke this consent at any time by email.
4. COMPETITION AND SECRECY:
4.1. The Independent Brand Partner shall be allowed to sell other products and services where such offers do not compete with the current product range offered by OUD ESSENTIALS™. However, it is not allowed to present or promote these offers together with the product range offered by OUD ESSENTIALS™ at the same sales or promotional events. The Independent Brand Partner shall inform OUD ESSENTIALS™ in writing of any such additional sales activities.
The Independent Brand Partner shall not induce other OUD ESSENTIALS™ Independent Brand Partners to sell other products or services, or otherwise promote such products or services in addition to or instead of their OUD ESSENTIALS™ business activities. This shall also apply if such offers do not compete with the products offered by OUD ESSENTIALS™.
The Independent Brand Partner shall maintain secrecy during and beyond the termination of this contractual relationship in respect of all information about OUD ESSENTIALS™, the other companies of the OUD ESSENTIALS™ group, the product range and distribution system of which he has obtained knowledge, unless such information is publicly accessible. This obligation shall include all data and particulars about the Independent Brand Partners of the distribution organisation, whether or not these Independent Brand Partners belong to the downline set up by the Independent Brand Partner. Furthermore, the Independent Brand Partner may use such information exclusively for the purposes of OUD ESSENTIALS™.
5. COMPENSATION, VAT:
5.1. Through his distribution activities the Independent Brand Partner achieves gross retail sales which form the basis of his profit.
5.2. As compensation for setting up a distribution organisation, the Independent Brand Partner furthermore earns commissions and other compensation which are calculated in accordance with the Compensation Plan on the basis of the sales figures achieved by the Independent Brand Partners of his sales organisation. The Independent Brand Partner shall review the statements remitted to him and promptly inform OUD ESSENTIALS™ of any objections.
5.3. Independent Brand Partners are asked to submit their VAT registration number – if applicable – to OUD ESSENTIALS™ in order to receive VAT on their commission pay-out.
6. CONSUMERS’ RIGHT OF REVOCATION:
OUD ESSENTIALS grants consumers the statutory right of revocation within a period of 14 days starting from the delivery of products. The instruction concerning this right is printed on the customer order form. Independent Brand Partners are obligated to apply this consumer-friendly rule to all customers. Independent Brand Partners as traders or commercial agents in their function as entrepreneurial businessmen are not entitled to revoke.
7. TERM AND TERMINATION OF THE AGREEMENT:
7.1. This agreement shall be entered into for an indefinite period.
7.2. Each party may give notice of termination of this agreement in compliance with the statutory provisions.
7.3. In addition, each party may terminate this agreement for cause with immediate effect where maintaining the contractual relationship until the next date of termination is unacceptable to a party due to the conduct of the respective other party. A warning prior to termination is not required, provided that the breach and its consequences cannot be remedied or provided that the kind and extent of the impending damage requires termination of the contractual relationship with immediate effect.
7.4. Upon cancellation of an Independent Brand Partner’s Agreement, the Independent Brand Partner may return products and sales aids that he or she personally purchased from OUD ESSENTIALS™ (purchases from other Independent Brand Partners or third parties are not subject to refund) that are in resalable condition and which have been purchased within one year prior to the date of cancellation. Subscription products are non-resalable items. Upon receipt of resalable products and sales aids, the Independent Brand Partner will be reimbursed 90% of the net cost of the original purchase price(s). Neither shipping and handling charges incurred by an Independent Brand Partner when the products or sales aids were purchased, nor return shipping fees, will be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. If an Independent Brand Partner was paid a commission based on a product or products that he or she purchased, and such a product or products are subsequently returned for a refund, the commission that was paid based on that product purchase will be deducted.
7.5. After the termination of the contract, the Independent Brand Partner, his or her spouse, OUD ESSENTIALS™ partner and/or other Independent Brand Partners of his or her household may not apply for a new partnership before the expiration of a period of six months.
7.6. Upon the termination of the contract, the distribution structure of the Independent Brand Partner with the customer contacts will be transferred to the next upline level above him. Only in case of 8.2. shall a different provision apply.
8. TRANSFER OF THE CONTRACTUAL LEGAL POSITION, DEATH OF THE INDEPENDENT BRAND PARTNER, CHANGE OF THE SPONSORING LINE:
8.1. OUD ESSENTIALS™ shall be entitled to transfer its contractual legal position at any time to a successor company which continues its contractual business activity in the same way and subrogates to all existing rights and obligations. If the Independent Brand Partner does not consent to such transfer and promptly communicates this to OUD ESSENTIALS™, the contractual relationship shall end as of the next possible date of termination. Any sale transfer or assignment of an OUD ESSENTIALS™ business by an Independent Brand Partner needs to be permitted in writing by OUD ESSENTIALS™.
8.2. The tasks and duties of an Independent Brand Partner must always be carried out in person. Accordingly, the contractual relationship will end with the death of the Independent Brand Partner. However, OUD ESSENTIALS™ may offer an heir submitting a certificate of inheritance the option of assuming the legal position of the Independent Brand Partner, provided that in the opinion of OUD ESSENTIALS™ the heir fulfils the necessary requirements.
8.3. A change of the sponsoring line to which the Independent Brand Partner was assigned due to the sponsor he designated in the registration form (cross sponsoring) is not possible. It is not permitted for Independent Brand Partners to induce others to change the sponsoring line.
9. STATUTE OF LIMITATION:
Any claims arising under this contractual relationship shall become statute-barred one (1) year from their due date or one (1) year from the date the person entitled to such claim has obtained knowledge of the facts giving rise to it, unless the party’s lack of knowledge is due to gross negligence.
10. MODIFICATION OF CONTRACTUAL PROVISIONS OR GUIDELINES, WRITTEN FORM, APPLICABLE LAW, JURISDICTION:
10.1. Should OUD ESSENTIALS™ find that due to the interest of both parties in the continuance of the company or its marketing it is necessary to modify the provisions of this agreement, the Compensation Plan or the Policies & Procedures, the Independent Brand Partner will be informed of such modification in writing or online with due time in advance. In such a letter, the Independent Brand Partner will be informed (posting on OUD ESSENTIALS™’s official website, email, Independent Brand Partner’s back office, OUD ESSENTIALS™’s periodicals, inclusions in bonus checks or special mailings) of the date of entry into force of such modification and of its effectiveness, unless the Independent Brand Partner objects to such modification in writing/by email within a period of one month from the receipt of such a letter. In the event that the parties are not able to reach a mutual agreement, OUD ESSENTIALS™ and the Independent Brand Partner shall terminate the contractual relationship as of the next date of termination.
10.2. Individual modifications and amendments between the parties must be made in writing in order to be effective. This shall also apply to the written-form requirement itself.
10.3. Place of jurisdiction shall be the place of OUD ESSENTIALS™ if the Independent Brand Partner is a professional merchant. All claims and disputes arising from this agreement shall be governed by UK law if the Independent Brand Partner is a professional merchant. The applicant must pay the Life Annual Enrolment/renewal fee set forth in the application form.
11. FINAL PROVISIONS:
11.1. The parties to the contract confirm that this Agreement, the Compensation Plan the Policies & Procedures are the only contractual agreements they have entered into.
11.2. In the event that any provision hereunder should be invalid, this does not affect the validity of the remaining provisions of this contract.
By signing this registration form the Independent Brand Partner agrees that OUD ESSENTIALS™ saves and processes his personal data (Name, Address, Telephone, Fax, Birth Date, E-Mail address, Bank Account) stated in the registration form or communicated in electronic form or otherwise within the scope of the cooperation. He also agrees that OUD ESSENTIAL™ makes available these data within the scope and in compliance with the OUD ESSENTIALS™ compensation plan to other members of the OUD ESSENTIALS™ sales organisation within the country and abroad and to the affiliated companies of the international OUD ESSENTIALS™ group with registered offices within the country and abroad, to the extent that such data are required for the cooperation and international implementation of the distribution system. In case of termination of the contractual relationship, such data will be deleted at the end of the contractual relationship unless otherwise provided for by the statutory obligation to retain such data.
The Independent Brand Partner agrees to receive information and the newsletter of OUD ESSENTIALS™ by email and is entitled to withdraw this authorisation at any time