VIVAMK NETWORK PARTNER AGREEMENT
Important Statutory Information.
1. The promoter of the VivaMK Network opportunity is VivaMK Network Limited registered at International House, 142 Cromwell Road, London, SW7 4EF.
2. If you are accepted into the VivaMK Network opportunity you will act as an Independent Distributor / Partner for VivaMK Network Ltd distributing essential products for the home, garden and for personal use. In this relationship VivaMK Network Ltd acts as the WHOLESALER and Distributors / Partners are the RETAILER.
3. The information provided by you and third parties in connection with this application will be used for the purposes of evaluating your application. If you become a VivaMK Network Distributor / Partner, we will use information about you and your activities as a distributor (“Your Information”) to manage the relationship between you and VivaMK Network and may disclose it to your Upline (as defined under definitions). VivaMK Network will only share Your Information with other selected organisations for the purpose of your VivaMK Network business (including those fulfilling orders, delivering packages, sending postal mail and e-mail, processing credit card payments and providing customer service), or if required, to the authorities (such as HMRC). When you advance through the VivaMK Network business, your information may be disclosed publicly for the purpose of publicising the VivaMK Network business opportunity and your status within it.
4. By signing/accepting this agreement you confirm to VivaMK Network that you are 18 years or older; The information given by you in applying to enter into this Agreement is correct; You consent to VivaMK Network processing your information. You have read the terms and conditions of the distributor agreement in full.
5. 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 mislead prospective distributors/partners with claims that high earnings are easily achieved. All earnings should be verifiable.
6. VivaMK Network will use your personal data to keep you informed about the products and services offered by VivaMK Network that may be of interest to you. If you have any queries regarding the use of your personal data for the above purposes, please email: [email protected]
7. VivaMK Network may from time to time provide you with the personal data of individuals who have expressed an interest in becoming a VivaMK Network Distributor. This information must be kept confidential and must be treated in accordance with General Data Protection Regulation (GDPR) act. Please note that VivaMK Network does not verify this data and therefore cannot given any guarantee or warranty as to the accuracy or completeness of the information or of the suitability of the individual. You must only use this data for the purposes of contacting the individual about the VivaMK Network opportunity and where the individual is recruited into the network, for the purposes of operating your VivaMK Network business. You must not make any use of the data for any other purpose and all use must cease immediately on the termination of your Distributorship Agreement.
8. Whilst we appreciate that you will wish to take every opportunity to grow your VivaMK Network business, there are some important legal requirements that you must adhere to in the promotion and operation of your business. Please ensure that you adhere to these.
VIVAMK NETWORK PARTNER TERMS AND CONDITIONS
1 DEFINITIONS
1.1 In this Agreement: –
“Distributor Identification Number” means the unique number allocated to your Distributorship by VivaMK Network.
‘’Active Distributor’’ means a Distributor who, on the date in question, must have been invoiced for a retail order of any value in the last full sales period.
“Starter Kit” is the name of the kit chosen at registration which new Distributors must purchase from VivaMK Network to become a VivaMK Network distributor.
“Customs” means the Commissioners of Customs and Excise.
“General Data Protection Regulation” (GDPR) means The Data Protection Act 2018 and how your personal information is used by organisations, businesses or the government.
“Distributor” / ‘Partner’ means an individual or individual(s) registered as an independent distributor by VivaMK Network.
“Distributorship” / “Partnership” means the relationship between a Distributor and VivaMK Network governed by the Distributorship Agreement.
“Distributorship Agreement” and “this Agreement” means these Terms and Conditions, that include the Important Statutory Information.
“Upline” means, in relation to a Distributor, any Distributor(s) who sponsored them, either directly or through one or more intermediate Distributors; and “You” and related expressions means the applicant(s) named on this Agreement.
“Downline” means, in relation to a Distributor, any Distributor(s) sponsored by him, either directly or through one or more intermediate Distributors.
“Information” means any and all data and information obtained from VivaMK Network in connection with your Distributorship Agreement, whether oral, written, graphic, electronic or in any other format and including, without limit, specifications, reports, test results, formulations, formulae, technical information, instructions, designs, blueprints, drawings, statistics, personal data of existing and perspective VivaMK Network distributors and know how, and data and information about VivaMK Network’s finances, operations, processes, products, services, customers, suppliers, personnel, distributors, contractors and business plans or any other aspects of VivaMK Network’s business operations.
“VivaMK Network” means VivaMK Network Limited registered at International House, 142 Cromwell Road, London, SW7 4EF.
“Products” means goods supplied by VivaMK Network and services means non-goods provided to Distributors from time to time under this Agreement.
“Registration Fee” means the fee which is payable (if appropriate) to become a Distributor and includes the cost of the Starter Kit.
“Sales Period” means the time period allocated, as stated in VivaMK Network Marketing Plan, for sales to be achieved and count towards the NWM plan.
“Network Marketing (NWM) Plan” means the system of rewards payable to Distributors.
“Website” means any VivaMK Network website such as https://vivamknetwork.com/, or any other website owned by VivaMK Network Limited.
1.2 Words indicating the singular include the plural and vice versa and words indicating the masculine include the feminine and neuter and vice versa.
1.3 These Terms and Conditions will prevail in the event of any inconsistency with the terms on any other VivaMK Network platform.
2 TERMS OF THIS AGREEMENT AND REGISTRATION
2.1 This Agreement will come into force when VivaMK Network notifies you either in writing or by electronic means (email) that you have been registered as a Distributor. You shall be deemed to have accepted these terms and conditions by completing the online registration form or by placing your next order after which VivaMK Network have written to you communicating changes within the terms and conditions.
2.2 VivaMK Network reserves the right to reject applications to become a Distributor. VivaMK Network will inform you in writing or by electronic means (email) if your application is rejected and you must then return the Starter Kit to VivaMK Network and VivaMK Network will reimburse the Registration Fee to the credit/debit card holder who made the original registration fee payment.
2.3 VivaMK Network reserves the right to revise the Distributor Terms and Conditions to reflect any changes to the VivaMK Network business. You will be notified of the changes.
3 DISTRIBUTOR STATUS
3.1 As an independent Distributor, you will run your own business through the distribution of VivaMK Network Products. Buying from VivaMK Network and reselling these to your customers on your own VivaMK Network distributor account.
3.2 You are not, and you must not claim or hold yourself out to be an employee of VivaMK Network or in a joint venture with VivaMK Network, other than a Distributor/Partner. You have no authority to negotiate or conclude contracts on VivaMK Network’s behalf or otherwise to bind VivaMK Network and you shall not hold yourself out as having such authority. You must not make promises or give commitments or guarantees as to the supply or performance of any Product, except as expressly stated in VivaMK Network’s literature.
3.3 Your only financial obligations under this agreement are to pay the Starter Kit fee and to pay for any such products and services as you shall choose to purchase from the Company within the terms as detailed in section 5 Trading Policy and Payment Procedures.
3.4 To remain active, you must place an order of any value within a single sales period. If no order is placed, your will become ‘’inactive’’. If you remain ‘’inactive’’ for three consecutive sales periods, your VivaMK Network account will be closed. After closure due to inactivity, if you wish to re-join VivaMK Network then you will need to contact VivaMK Network and should approval be given, pay any necessary registration fee and re-join as a new distributor with a new account. When re-joining within two months of your last order activity, you must return to your original line of sponsorship. If you are re-joining after two months of your last product order, and approval is given (at the company’s discretion), to re-join, you can join under a new sponsor. In special circumstances as detailed in section titled ‘VivaMK Network Mental Health & Welfare Policy, the re-joining period may be reduced or eliminated.
3.5 Inactive distributors will have their team members roll up to the nearest active distributor at VivaMK’s
discretion. Reversal of this action is at the company’s discretion.
3.6 Distributorships can be registered in the name of a single individual or in the names of no more than two individuals as a joint distributorship.
3.7 The parties to this Agreement can only be changed in accordance with the Transfer Rights of VivaMK Network Distributors and at VivaMK Network’s discretion.
4 RETAILING
4.1 You may only begin retailing VivaMK Network Products once your online registration has been accepted.
4.2 You must retail the Products as an independent VivaMK Network distributor.
4.3 Only registered Distributors may offer VivaMK Network Products for sale. You must not permit any person other than your joint Distributor to distribute or collect VivaMK Network catalogues or Products or collect orders or payments for Products.
4.4 You must order and pay for Products in accordance with section 5 Trading Policy and Payment Procedures. VivaMK Network reserves the right to reject any order for Products from you.
4.5 For catalogue sales at the doorstep, you must take full payment from customers when the Products are delivered to them unless otherwise approved by VivaMK Network in support of other sales initiatives.
4.6 You must not add anything or remove anything from, alter or otherwise interfere in any way with the Products or their packaging unless instructed to do so by VivaMK Network.
4.7 VivaMK Network guarantees its products solely on the terms of its literature.
4.8 The delivery timeline displayed at time of ordering products is not guaranteed and VivaMK Network is not liable for any loss if delivery is delayed for any reason.
4.9 The passing of orders between Distributors and Distributorships is strictly prohibited and if proven could result in the termination of your distributorship.
4.10 The Products/goods are held by you at your own risk from the time they are delivered to you. If you provide any ‘leave safe’ instructions (thus requiring no proof of delivery signature) as an alternative delivery option, you will still be held responsible for the full value of goods from the time they are delivered to you.
4.11 VivaMK Network recognises that there are occasions when distributors may find it necessary to return product(s) to VivaMK Network for reasons beyond their control and to do this they should adhere to the returns process and procedure. You must not abuse the returns process to either benefit financially, to progress up the Pay Plan or to qualify for an incentive qualification defined by submitting false or manufactured orders to then be returned. VivaMK Network may use the network average returns for any given Sales Period as a benchmark guide to evaluate any excessive returns volume. If VivaMK Network reasonably considers that the returns process has been abused, it may at its absolute discretion terminate the Distributor Agreement. All VivaMK Network returns must be sent to the address stated within the returns policy.
5. PAYMENT PROCEDURES
5.1 All VivaMK Network accounts operate on either a Pro-forma basis (payment up front) or on a Post-Pay Facility (Payment for goods within 7 working days).
5.2 If your account is approved for a Post-Pay facility, this must be used for your VivaMK business only. You MUST pay all ‘’invoices’’ within 7 working days from the date of placing the order. We will be unable to offer any payment extensions under any circumstances. Failure to make payment will result in your account going on hold.
5.3 In the unlikely event that you have an unpaid Post Pay account, after 14 working days of your order being placed, we may pass your outstanding balance to an external debt management company.
5.4 “Invoice” is the document listing all the products and services that were ordered, the price to be paid to VivaMK Network for the goods and the date they were ordered.
5.5 If any method of payment is not honoured i.e., card chargeback, we may take legal proceedings to recover the amount due under this agreement and VivaMK Network reserves the right to charge any debt recovery costs.
5.6 Delivery will be charged at the rate displayed at time of ordering. By placing the order, you are agreeing to pay the delivery fee.
6. SPONSORING
6.1 Only registered VivaMK Network Distributors may sponsor individuals to be VivaMK Network Distributors. You may only sponsor individuals living in the United Kingdom or the Republic of Ireland or such other countries as VivaMK Network may permit from time to time.
6.2 You must ensure that any applicant to be a distributor has fully completed the registration process and has made the appropriate payment, if applicable, for a Starter Kit.
6.3 To register the applicant must have an email address and a valid credit or debit card and be over the age of 18 years.
6.4 You must not make promises or representations of any type to applicants about the VivaMK Network programme other than as set out in authorised and approved VivaMK Network’s literature.
6.5 VivaMK Network reserves the right to refuse to register applicants sponsored by you at its sole discretion.
6.6 You must assist your Downline with training, support and motivation. You must also assist VivaMK Network in connection with any non-compliance actions relating to your Downline, including but not limited to providing documentation and any other information which VivaMK Network may request.
6.7 Moving lines of sponsorship is disallowed unless the distributorship/account holder is absent from any account activity for a minimum of 2 months, then (at the discretion of the company), a Distributorship may join under another sponsor. 6.8 To remain as a sponsor of any distributorship, you must remain Active in accordance with section 3.4 by placing an order of any value every sales period, otherwise you could risk losing your team (please see section 3.5)
7 PAYMENTS TO DISTRIBUTORS
7.1 The rewards payable by VivaMK Network to Distributors are set out in the Network Marketing (NWM) Plan.
7.2 Only Active Distributors who are not in breach of their Distributorship are eligible for payments and rewards from VivaMK Network. All the criteria, including personal sales, must be reached to be paid out for each level of the NWM plan.
7.3 You are only entitled to payments from VivaMK Network in respect of paid sales made by you or by your Downline Distributors as set out in the NWM Plan.
7.4 You are not entitled to payments in respect of sales concluded after termination of your Distributorship Agreement.
7.5 You will only be entitled to payments in respect of sales concluded in any given full period prior to termination of this Agreement.
7.6 VivaMK Network reserves the right to recover any payments which arise as a result of the actions of Downline Distributors who are terminated as a result of fraudulent or other illegal activity where this is caused by the failure of the Upline to show appropriate diligence or care.
7.7 VivaMK Network reserves the right to recoup any overpayment which results from any act, error or omission by the company or any employee on its behalf. Any such overpayment maybe deducted from the next pay period immediately following the overpayment having come to the attention of VivaMK Network or upon such terms and conditions as maybe agreed between VivaMK Network and the Distributor.
8 ADVERTISING
8.1 You may not use the VivaMK Network name or logo or any of its trademarks, product or trade names or designs other than as authorised by VivaMK Network from time to time. VivaMK Network reserves the right to insist on removal of any advertising using any representation of the VivaMK Network name.
8.2 If VivaMK Network so requires you shall promptly remove any advertising material that VivaMK Network specifies, including material on the Internet or other electronic media, regardless of whether such material has previously been approved by VivaMK Network.
8.3 All intellectual property rights and similar rights in the VivaMK Network material supplied to you or obtained by you shall vest in and shall remain the property of VivaMK Network. Other than the right to use such material in accordance with Your Distributorship Agreement you shall not acquire any right, title or interest in the material (or any intellectual property rights therein). All rights to use the material shall cease immediately on termination of Your Distributorship Agreement.
9 RESTRICTIONS
9.1 You must not whilst you are a Distributor:
(a) use the VivaMK Network name or your VivaMK Network business as a means to promote or offer for sample or sale goods or services other than VivaMK Network Products, VivaMK Network Services; or
(b) do or permit anything which is likely in the reasonable opinion of VivaMK Network to bring VivaMK Network or its associated group companies its Products, or those of its associated Group Companies or Distributors into disrepute; or
(c) divulge or misuse any information obtained from VivaMK Network or other Distributors (in whatever form and whether or not the information is marked or stated to be confidential) including but not limited to information regarding the identity of your Downline or other Distributors or prospective Distributors, except where such information has become public knowledge other than through your default.
(d) Conflicts of Interest – At the point, a VivaMK partner reaches Bronze Premier status (or above), a position that carries influence, (in which leading by example are imperative and carry respect; responsibility towards the VivaMK brand and the people within it), we will write to you to discuss any involvement, you may have in other business operations. A ‘Conflict of interest’ is based on similarities to the VivaMK Brand, its products, principles; policies, which include mode of operation.
An account participating in such a conflicting business could lead to termination of the account (be demoted below Bronze Premier), or the said Partnership will be asked to make a decision to choose the business they wish to be a part of.
VivaMK Network will exercise its right to protect the brand and will have the final decision, with just reason, categorising which operations are a conflict with the VivaMK Brand. VivaMK reserves the right to use the ‘bringing the business into disrepute’ clause in reference to anyone at Bronze Premier or above that continue to operate any business operation that is considered a conflict of interest.
10 INDEMNITIES
10.1 You will indemnify VivaMK Network upon demand and keep it indemnified and hold it harmless against any loss, liability, damages, claims, costs and expenses arising from: –
(a) any breach of this Distributorship Agreement or other unauthorised act or omission by you or by any person engaged by you (in breach of this Agreement) in connection with your Distributorship; and
(b) any demand from or liability to the Inland Revenue, Customs or other competent authorities in connection with your VivaMK Network business.
11 VARIATIONS
11.1 You acknowledge that the VivaMK Network opportunity is constantly evolving, and that VivaMK Network may, for commercial reasons vary its Products, Product prices and the terms of this Distributorship Agreement from time to time, at its sole discretion, including without limitation the NWM Plan.
12 EARLY TERMINATION
12.1 Cancellation Rights: You have the right, within 14 days of making it, to cancel this agreement (and to recover any monies paid) by emailing [email protected]
12.2 This Agreement will terminate automatically if you are inactive for more than 3 Sales Periods.
12.3 You may terminate this Agreement immediately at any time without penalty by notifying VivaMK Network by email at [email protected]
12.4 VivaMK Network may suspend or terminate this Agreement immediately, with just cause.
12.5 Without prejudice to the generality clause of 12.4 VivaMK Network may at its sole discretion, terminate this agreement immediately at any time by giving you written notice if
(a) you commit any material or persistent breach of this Agreement; or
(b) you breach any term of this Agreement and (if VivaMK Network reasonably believes that the breach is capable of remedy) you fail to remedy the breach within seven days after the date of a written request from VivaMK Network to do so; or
(c) you become bankrupt, or you make any composition with your creditors or are subject to any similar event of insolvency in any competent jurisdiction; or
(d) you supply false information whilst registering or being an active Distributor.
(e) All distributors are required and expected to always behave in a professional and courteous manner to all customers, all other distributors and to all employees of VivaMK Network Limited and any other persons or companies that are associated with any other part of the group of companies that VivaMK Network Limited is part of.
(f) You must not interfere with any other distributor’s business in any way, whether retailing, sponsoring, advertising, marketing, use of social media (this list is non- exhaustive) in any form whatsoever.
(g) You must not use any social media platform or any other kind of communication vehicle, be it in an open forum or secret forum and, either under your own name or under the guise of any other name that is associated with you, to make any threatening, defamatory remarks or, which contain any language that is offensive or of threatening intent, indecent or obscene, against any other distributor or employee of VivaMK Network Limited and any other persons or companies that are associated with any other part of the group of companies that VivaMK Network Limited is part of. Such behaviour is totally unacceptable and will not be tolerated in any form whatsoever. (It may lead to termination of your account)
12.6 In all cases termination shall be at VivaMK Network’s sole discretion. VivaMK Network is entitled at its sole discretion to take into account any past behaviour, performance, previous breaches, commitment to the VivaMK Network opportunity and any other factors which acting reasonably it considers to be relevant to your Distributorship and the potential termination of the same.
13 CONSEQUENCES OF TERMINATION
13.1 On termination of this Agreement you will be released from all future contractual obligations under it.
13.2 If you give notice to cancel within fourteen days of entering into this Agreement, VivaMK Network will reimburse the Starter Kit Fee at the price paid by you (the refund is made to the card that made the payment) and for any additional Products which you have not sold, provided you return the Starter Kit and the additional products at your own expense and within 14 days of the cancellation to VivaMK Network’s address and the Products are returned in the same condition they were in when you bought them.
13.3 Nothing in this Agreement entitles you to any damages, compensation or indemnity following termination of this Agreement in accordance with its terms.
13.4 Termination of this Agreement shall not affect any rights or liabilities of either party which have arisen on or before the date of termination nor any terms of this Agreement which are expressed or intended to remain in force after termination.
13.5 On termination of this Agreement you shall return to VivaMK Network all Information or destroy such Information where VivaMK Network instructs you to do so.
14 COMPLIANCE
14.1 You must comply with all laws and regulations relating to your business with VivaMK Network and in particular must make appropriate returns and notifications and where applicable pay all taxes, (including income tax, national insurance contributions and Value Added Tax) directly to the appropriate authorities, wherever appropriate.
14.2 Distributors acknowledge that they may from time to time be deemed by Customs to be importers of record, and that VivaMK Network may in those circumstances act on the relevant Distributor’s behalf to comply with the necessary formalities.
14.4 You shall promptly provide to VivaMK Network such information as VivaMK Network may reasonably request in order to comply with any law including the Proceeds of Crime Act 2002 and associated money laundering legislation and/or any request made by law enforcement organisation, regulatory body and/or any government or quasi government organisation.
15 SANCTIONS
15.1 VivaMK Network may at its sole discretion, by giving you written notice impose sanctions on you if VivaMK Network reasonably believes that you have breached this Agreement.
15.2 Sanctions may include without limitation the withholding of payments due to you, refusal by VivaMK Network to accept orders or supply Products to you or register applicants sponsored by you and the suspension of your Distributorship.
16 CONFIDENTIALITY
16.1 You shall use the Information solely for the purpose of carrying out your VivaMK Network business in accordance with the terms of your Distributorship Agreement and shall keep it confidential and shall not divulge it to any third party. At any time upon VivaMK Network’s written request you shall return or destroy all of the Information together with all copies, notes and extracts thereof.
16.2 The terms of your Distributorship Agreement and all discussions related or connected to your Distributorship Agreement (including any termination and the reasons for such termination) shall at all times be treated by you as strictly confidential. You shall not disclose such information to any third party including by making any reference on any website.
16.3 All of your obligations of confidentiality set out in this clause 16 and elsewhere in your Distributorship Agreement shall remain in place indefinitely and as such shall continue to be binding on you indefinitely following the termination or expiration of your Distributorship Agreement.
17. MENTAL HEALTH & WELFARE
We take the Mental Health & Welfare of our Distributors/Partners very seriously. In certain circumstances a sponsor move will be permitted if there is compelling evidence that an upline/sponsor is detrimental to the progress of the distributor/account, or has caused undue stress, harm or general negligence to the distributorship or its business, hence affecting their Mental Health & Welfare. In such rare circumstances, you may confidentially write to the Managing Director, stating your reasons and supplying any necessary detailed & relevant evidence. The company reserves the right to take any request seriously and does so to protect the Mental Health & Welfare of its Partners in business. Considering the severe nature of such allegations, the complainee (the person/persons who the complaint is made against), will also be given an opportunity to comment upon the case against them. The company’s decision will be final and in certain circumstances could lead to the termination of the complainee’s account.
18 GENERAL
18.1 Your Distributorship is personal to those named on the agreement and you may not assign, transfer, sub contract, delegate or otherwise deal with your rights or obligations under this Agreement.
18.2 In a joint Distributorship each individual is jointly and severally liable for all the Distributor’s obligations under this Agreement and VivaMK Network may enforce those obligations against either or both individuals and release or settle with either individual without affecting the liability of the other individual.
18.3 Each individual in a joint Distributorship hereby authorises the other to communicate with VivaMK Network and place orders on behalf of both. Communications sent by VivaMK Network to either joint Distributor shall be binding on both joint Distributors. If VivaMK Network becomes aware of any dispute between joint Distributors, it may withhold payments to either individual until it receives written instructions to resume payments signed by both individuals.
18.4 If any term of this Agreement is found to be invalid or unenforceable, that will not affect the other terms of this Agreement, which will remain in full force and effect.
18.5 There is no intention in this Agreement to create any right or benefit enforceable by any person, firm or company not a party to this Agreement and the provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded.
18.6 No acceptance of payment or failure or delay by VivaMK Network in exercising its rights or enforcing your obligations under this Agreement will operate as a waiver unless confirmed in writing by VivaMK Network. No waiver of any right or obligation by VivaMK Network will prevent VivaMK Network from enforcing that right or obligation on subsequent occasions or from enforcing separate rights and obligations.
18.7 This Agreement consisting of these Terms and Conditions, the Important Statutory Information constitutes the entire agreement between the parties and supersedes any previous written or oral agreement or understanding between them. You confirm that you have not relied on any representation or undertakings except those expressly contained in this Agreement, save that this clause shall not limit any liability for fraud.
18.8 No variation of this Agreement will be binding unless made in writing and signed by an authorised representative of VivaMK Network.
18.9 This Agreement is governed by English law the parties hereby accept the jurisdiction of the English courts, such that any proceedings brought by you shall be brought in the English courts but provided that nothing in this agreement shall prevent VivaMK Network from taking proceedings against you in any court of competent jurisdiction.