A. As a Torq Vita Associate (“TVA”), I understand and agree:
1. I will promote Torq Vita Limited (“Torq Vita”) products and services and associated third party products and services to customers as an introducing agent on behalf of Torq Vita and those third parties. In this agreement, products shall mean both the current range of Torq Vita and third party products and such further products and/or services which may be supplied by Torq Vita and such third parties in addition to, or in substitution for, those products from time to time.
2. I will not sell Torq Vita products in any public, retail or service establishments. I will not sell Torq Vita products via auction, whether online or otherwise.
3. I will present Torq Vita 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 Torq Vita. In advertising any of the products or Torq Vita in relation to any information I provide about earnings, I will ensure the following wording is used:
“It is illegal for a promoter or participant in a trading scheme to persuade anyone to make a payment by promising benefits from getting other people to join a trading scheme. Do not be misled by claims that high earnings can be easily achieved”.
4. I will protect Torq Vita’s trademarks and trade name by (a) not reproducing Torq Vita’s name and/or trademarks or copy any of Torq Vita’s materials for use in any advertising, whether online or offline, without the prior written approval of Torq Vita, and (b) respecting Torq Vita’s list of recommended prices. I will not use the trademarks, trade names and branding of Torq Vita’s associated retailers and/or associated service providers in any way that is not specifically authorised by Torq Vita and will indemnify Torq Vita and keep Torq Vita fully and effectively indemnified against any costs claims, losses or expenses incurred as a consequence of any breach of this clause by me.
5. I am an independent contractor; I am not an employee, agent, partner or franchisee of Torq Vita. I cannot act on behalf of, represent, or conclude any contracts on behalf of Torq Vita, save for the collection and transmission of orders for Torq Vita products; I do not have any authority to incur any debt, obligation or liability on behalf of Torq Vita.
6.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 Torq Vita and will indemnify Torq Vita as regards any claims against Torq Vita and/or myself arising out of my conduct. I will maintain adequate insurance against all relevant risks including public liability. I confirm that I have the right to work in the UK and will produce, upon request, documentation to confirm my right to work in the UK. I hereby indemnify Torq Vita 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.
7. I will present Torq Vita’s business opportunity in a truthful manner. I will abide by all legal requirements. 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.
8. I will submit product orders to Torq Vita in the manner prescribed by Torq Vita accompanied by a payment method deemed acceptable by Torq Vita. I understand that all orders are subject to acceptance by Torq Vita or the relevant third-party supplier.
9. I understand that information and materials provided to me contain confidential and proprietary information of Torq Vita. I will not use, disclose or reproduce these materials other than for my business without the prior express written consent of Torq Vita.
10. I have no financial obligation during the period of 12 months from the start of this agreement other than to pay for the initial coin pack selected by me and to pay for any goods and/or services ordered by me.
11. I understand that commissions will be paid in accordance with the Compensation Plan and that I must comply with and not be in breach of any of the terms of the Torq Vita Associate Agreement in order to be eligible for payment. I understand that Torq Vita may suspend or revoke payment of commissions paid less than 120 days previously if I am in breach and I authorise Torq Vita to deduct from commissions, overrides or other amounts due to me, amounts owed by me to Torq Vita which are due at the time of the deduction. Torq Vita may recover from me commissions paid in respect of returned products or cancelled services.
12. I agree that personal information provided to Torq Vita may be retained and processed by Torq Vita manually and/or on a computer database, disclosed and transferred to Torq Vita and its affiliates and to other persons situated outside the European Economic Area for use by Torq Vita 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 Torq Vita’s business purposes unless I notify Torq Vita that I do not want such information released. I also agree that such information pertaining to customers belongs to Torq Vita and that Torq Vita reserves the right to assure continued service to customers if I cease to be an active TVA. I will take appropriate steps to protect the security of personal data in my possession.
13. I cannot transfer or subcontract this agreement or my appointment as a TVA 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.
14. I may cancel this Agreement without penalty within fourteen (14) days of entering into it and if I do so I am entitled to recover all monies paid to Torq Vita or to any other participant in that time. Cancellation may be effected by sending an email to Torq Vita at firstname.lastname@example.org or a written notice to Torq Vita at Torq Vita Ltd, 3rd Floor Regent House, Bath Avenue, Wolverhampton, West Midlands, WV1 4EG, UK. Such notice must contain my full name, TVA number and address.
15. I will not (in the first seven days of my appointment as a TVA) pay or agree to pay to Torq Vita or any other TVA a sum in excess of £200, whether in respect of products ordered or anything else.
16. I will not use my participation in the Torq Vita opportunity as a means to engage in the concealment of the origins of illegally obtained money or otherwise as a means of money laundering.
17. I agree to comply with all legal and/or tax requirements applying to my activities as a TVA, including compliance with the Code of Business Conduct and the Consumer Code of Practice for the time being of the Direct Selling Association (“DSA”) as if Torq Vita were a full member of the DSA, and will not conduct any activity that could jeopardize the reputation of Torq Vita or engage in deceptive or unlawful practices or business enterprises. I acknowledge that Torq Vita is not currently and might never become a member of the DSA.
B. Torq Vita understands and agrees:
1. Torq Vita will provide commissions, awards and privileges to “active” TVA’s, as defined from time to time.
2. Torq Vita will calculate and pay commissions in accordance with the then current Torq Vita-published commission schedules. Torq Vita may change commissions, incentive programme rules and active sales requirements at any time and will give at least 60 days’ advance written notice of any change in the TVA’s financial obligation.
3. The TVA has no financial obligation during the term of this agreement other than to pay for the initial coin pack selected by them and for the products and services ordered.
4. The TVA may, at any time during the subsistence of this agreement, return (at the TVA’s expense) any original, unused, and commercially re-saleable goods purchased from Torq Vita and Torq Vita will give the TVA a refund amounting to 90% of the VAT inclusive price of such goods less an amount equal to (i) any commissions, bonuses or other benefits (in cash or in kind) received by the TVA in respect of those products, (ii) any amounts due from the TVA to Torq Vita on any account, (iii) a reasonable handling charge, (iv) any diminution in the value of the goods returned to Torq Vita in a deteriorated or non-merchantable condition. Torq Vita shall be under no such obligation if and to the extent that the products: (a) were acquired in breach of this agreement, (b) are not returned to Torq Vita in an unused, commercially resalable condition not more than 14 days after termination, or (c) if the TVA had been informed that the products were seasonal, discontinued or special promotion
products which were not to be subject to buy-back.
1. This agreement is effective for 12 months from the Effective Date. It may be automatically renewed for additional terms of one year.
2. TVA may terminate this agreement at any time by giving written notice to Torq Vita. Torq Vita may terminate this agreement for breach immediately or for any reason upon 30 days written notice.
3. No TVA or former TVA may sell products or services which are competitive with the products or services of Torq Vita either while this agreement is in effect or for a period of 6 months following its termination.
4. No TVA or former TVA may directly or indirectly solicit or attempt to solicit customers of Torq Vita as introduced under the opportunity for a period of 2 years and 11 months following the 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. If TVA terminates this agreement within its first 14 days, TVA may cancel any outstanding orders with Torq Vita without charge and receive a full refund of anything paid for, yet not received, in connection with this agreement. If TVA returns to Torq Vita, at the address identified below, any goods TVA purchased in that period, Torq Vita will give a full refund for them provided the goods are returned in the condition in which they were supplied.
7. If TVA terminates this agreement more than 14 days after entering into it or if Torq Vita terminates this agreement, TVA shall have no further contractual obligation to Torq Vita save under the provisions which expressly or by implication endure beyond that point and may cancel any outstanding personal orders and immediately receive a full refund of any prepayment for orders not received.
8. If TVA terminates this agreement more than 14 days after entering into it, or if Torq Vita terminates this agreement, TVA may return (at Torq Vita’s expense) within 21 days of termination any goods purchased by the TVA from Torq Vita within 90 days prior to such termination and Torq Vita will give TVA a full refund of the VAT inclusive price of such goods less 10% handling charge (which will not be levied if Torq Vita terminates this agreement), and any diminution in the value of the goods returned to Torq Vita in a deteriorated or non-merchantable condition where such condition arises due to an act or default on the part of the TVA and provided that such products were not purchased or acquired in breach of this agreement.
9. These terms and conditions, Torq Vita’s Policies & Procedures and Compensation Plan, all as may be modified from time to time in writing issued by an authorised Torq Vita official (and in no other way) together constitute the entire agreement between the parties concerning its subject matter. Neither party shall have any claim against the other (save for fraud or misrepresentation) except as may arise from breach of the express terms of this agreement. It cannot be altered, modified or changed through any suggestions, advice, guides or sales aids provided by Torq Vita.
10. This agreement shall be governed by English law.