Healthy Life Choices Limited

(the “Company”)

Conditions of Business

– relating to –

the sale and purchase of Healthy Life Choices Ltd products to authorised stockists (the “Stockists“)

ORDERS

  1. These Conditions of Business (as may be varied or amended from time to time, with or without notice) (“Conditions“) apply to each of the products supplied by the Company to any Stockist whose principal place of business is in the United Kingdom, Ireland, and the Channel Islands.  These Conditions shall prevail over the conditions of business of any Stockist.
  2. Only Stockists who have passed (or whose employees have passed), where required, training courses may place orders with the Company pursuant to these Conditions.
  3. In any event, the Company reserves the right, at its option and without being required to give notice or any reason, to refuse any order from a Stockist.

PRICE AND PAYMENT

  1. Prices charged by the Company, including postage and package, are those in force at the date of order, and are subject to change without notice and, unless otherwise agreed by the Company in writing, are payable by the Stockist at the time an order is made (without deduction, set-off or counterclaim).
  2. The Company shall from time to time advise the Stockist of the recommended retail price provided that the Stockist is entitled to supply such products at a price of its choosing, at its absolute discretion, whether the recommended retail price.
  3. The Company reserves the right to require personal guarantees in respect of the obligations of any Stockist under these Conditions.

DELIVERY

  1. All delivery dates given by the Company are estimates only, and time is not of the essence.
  2. It is the Stockist’s responsibility to check orders upon delivery.  Any claim in respect of damage, delay and/or loss in transit must be given in writing by the Stockist to the Company and any carrier, indicating the precise nature of the claim and having endorsed the carrier’s delivery note accordingly, within 7 clear business days of delivery, failing which the Company shall have no liability to the Stockist in respect of such damage, delay and/or loss.
  3. Products wishing to be returned in general must be notified to the Company within 7 days of delivery.
  4. Products notified to be returned must be physically received back at the Company within 7 days of the Stockist receiving a Returns Reference Number (“RRN”) from the Company, failing which the RRN will lapse and the ability to return the products lost.

TRANSFER OF PROPERTY

Risk passes to the Stockist on delivery, but title does not pass until the Company has received payment in full (without deduction, set-off or counterclaim).

INTERNET SALES, MARKETING AND MAIL ORDER

Appendix 1, as may be varied from time to time by the Company in writing, with or without notice, shall apply.

STOCKIST’S DUTIES

6.1 The Stockist shall ensure that Healthy Life Choices Ltd. products are sold only:

(a)              in compliance with these conditions.

(b)              in compliance with all applicable laws and regulations; and

(c)               sold only by the Stockist and not sub-distributed to any other person in any way.

6.1.2      Ensure that Healthy Life Choices Ltd. Products, unless otherwise agreed by the Company in writing, are sold from its own premises (as set out on the Application Form); and

6.1.3     They use their best endeavours to promote the resale of the Healthy Life Choices Ltd products to end users.

MARKETING

The Stockist shall ensure that:

7.1             all Healthy Life Choices Ltd. merchandising material, which the Stockist is obliged and agrees to receive and use, is prominently displayed at its premises, to the satisfaction of the Company. All expired material, as advised by the Company from time to time, is to be removed immediately.

7.2             the good name of the Company and Healthy Life Choices Ltd products are maintained by the Stockist, (for whatever reason) of these Conditions.

7.3             the sale of Healthy Life Choices Ltd products is conducted in the manner required by the Company and which preserve and promote the superior reputation of Healthy Life Choices Ltd. products

TRAINING COURSES

8.1             The Company shall make complimentary Training Courses available to the Stockist.

8.2             The Training Courses shall be supplied by the Company to the Stockist (or its employee, as relevant) virtually or in person.

LIMITATION OF LIABILITY AND INDEMNITY

9.1             Illustrations and specifications set out in the Company’s sales literature are statements of opinion and form no part of the agreement between the Company and the Stockist, and the Stockist shall procure that it forms no part of any agreement between the Stockist and its end users.

9.2             Subject to Condition 3.2 in relation to delivery, the Stockist shall give the Company written notice setting out details of any defect in Healthy Life Choices Ltd products no later than 10 clear business days after discovery, failing which the Company shall have no liability.

9.3             In the event of a valid claim, the Company is entitled at its option either to refund the invoiced value of Healthy Life Choices Ltd products supplied or to repair or replace them free of charge.

9.4             Except in respect of death or personal injury caused by the Company’s negligence, to the extent permitted by law, the Company shall not be liable to the Stockist under these Conditions by reason of any representation, implied warranty, condition or other item or any duty at common law for any consequential or indirect loss of any kind, loss of sales or business, loss of profits, loss of agreements or contracts, any indirect or consequential loss or any other claims.

9.5             The Company shall not in any event be liable to the Stockist for any delay in performing any of the Company’s obligations under these Conditions, if the delay is due to any cause beyond the Company’s reasonable control.

  • The Stockist shall indemnify and keep the Company fully and effectively indemnified against all claims and liabilities, including without limitation, any claims from end users which the Company may suffer or incur, howsoever arising, out of any breach by the Stockist of these Conditions.

CANCELLATIONS OF PRODUCT ORDERS

Cancellations of product orders made by the Stockist shall only be accepted if made in writing by the Stockist and received by the Company prior to it having incurred any obligation to any of its suppliers and/or prior to it having been despatched to the Stockist.

INTELLECTUAL PROPERTY RIGHTS

11.1          The Stockist shall have no rights over, or interest in, any intellectual property of any nature which relates to Healthy Life Choices Ltd products.

11.2          The words, logos and devices Healthy Life Choices Ltd. are the intellectual property of Healthy Life Choices Ltd. and may not be used by a Stockist to attract end-users unless the words “Authorised Stockist” are used in conjunction with the word, logo and/or device.

11.4          Any advertising by the Stockist of Healthy Life Choices ltd. including by way of the internet or mail order, is subject to the approval of the Company and shall include the words “authorised stockist (as the case may be).

DATA PROTECTION

12.1          The following definitions apply in this Clause 12:

12.1.1                          “Agreed Purposes“: as set out below:

(a)              communication with the Stockist (or its employee or consultant, as relevant) regarding available products.

(c)               management and administration of the Company’s business

12.1.2                          “Controller“, “data controller“, “processor“, “data processor“, “data subject“, “personal data“, “processing” and “appropriate technical and organisational measures“: as set out in the Data Protection Legislation in force at the time.

12.1.3                          “Data Protection Legislation“: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).

12.1.4                          “Permitted Recipients“: (i) the parties to these Conditions, (ii) the employees and consultants of each party, (iii) the duly appointed advisers, representatives and/or bankers of each party, (iv) the franchisees, associates and/or affiliates of each party and (v) any third party engaged to perform obligations in connection with these Conditions.

12.1.5                          “Shared Personal Data”: the personal data to be transferred to the Company by the Stockist under these Conditions. The Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

(a)              the name, address, email address, home and mobile telephone number and credit card details of the Stockist, where the Stockist is an individual; and

(b)              the name, address, email address, home and mobile telephone number and credit card details of an employee or consultant of the Stockist.

12.2          Both parties shall comply with all applicable requirements of the Data Protection Legislation. This Condition 12 is in addition to, and does not relieve, remove, or replace, a party’s obligations under the Data Protection Legislation.

12.3          This Condition 12 sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the “Data Discloser“) shall regularly disclose to the party (the “Data Recipient“) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

12.4          Without prejudice to the generality of Condition 12.2, each party shall:

12.4.1                          ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes for the duration of these Conditions.

12.4.2                          give full information to any data subject whose personal data may be processed under these Conditions of the nature of such processing. This includes giving notice that, on the termination of these Conditions, personal data relating to them may be retained by or transferred to one or more of the Permitted Recipient’s, their successors, and assignees.

12.4.3                          process the Shared Personal Data only for the Agreed Purposes.

12.4.4                          not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients.

12.4.5                          ensure that all Permitted Recipients who have access to and/or process the Shared Personal Data are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by these Conditions.

12.4.6                          ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

12.4.7                          not transfer any personal data outside of the European Economic Area unless the transferor:

(a)              complies with the provisions of Article 26 of the General Data Protection Regulation (in the event the third party is a joint controller); and

(b)              ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the General Data Protection Regulation; (ii) there are appropriate safeguards in place pursuant to Article 46 of the General Data Protection Regulation; or (iii) one of the derogations for specific situations in Article 49 of the General Data Protection Regulation applies to the transfer.

12.5          Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. Each party shall:

12.5.1                          consult with the other party about any notices given to data subjects in relation to the Shared Personal Data.

12.5.2                          promptly inform the other party about the receipt of any data subject access request.

12.5.3                          provide the other party with reasonable assistance in complying with any data subject access request.

12.5.4                          not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible.

12.5.5                          assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.

12.5.6                          notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation.

12.5.7                          at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of these Conditions unless required by law to store the personal data.

12.5.8                          use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers.

12.5.9                          maintain complete and accurate records and information to demonstrate its compliance with this Condition 12; and

12.5.10                       provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation.

12.6          Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees, consultants or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this Condition 12 shall be subject to the limits set out in Condition 9.

12.7          The Stockist consents to the Company and/or its Permitted Recipients contacting a data subject whose personal data may be processed under these Conditions (including the Stockist himself/herself where the Stockist is an individual) in connection with the Agreed Purposes.

TERMINATION AND CONSEQUENCES

13.1          The Company may terminate these Conditions at its sole option with or without notice, with or without reason and, in any event, may do so if the Stockist:

13.1.1                          commits any material or persistent breach of any of these Conditions, and in the case of a non-material or persistent breach, fails to remedy the same (if capable of remedy), within 10 clear Business Days of being given notice to remedy the same.

13.1.2                          becomes insolvent, bankrupt or goes into liquidation (as appropriate).

13.1.3                          has a receiver, administrative receiver or administrator appointed over all or any of its assets; or

13.1.4                          ceases or threatens to cease its business.

13.2          Upon termination of these Conditions and without prejudice to any other rights arising, the Stockist shall immediately:

13.2.1                          pay any sums due to the Company.

13.2.2                          cease selling Healthy Life Choices Ltd products

13.2.3                          cease using Healthy Life Choices Ltd trade names and/or related logos; and

13.2.4                          return to the Company all Healthy Life Choices merchandising material and any sales literature.

13.3          All conditions which are expressly (including Conditions 7.2 and 14) or impliedly stated to continue both before and after termination (for whatever reason) of the Conditions shall continue in full force and effect notwithstanding such termination.

CONFIDENTIALITY

14.1          The Stockist undertakes that it shall not at any time during the currency of these Conditions, and for a period of 5 years after termination, disclose to any person any confidential information concerning the business, affairs, clients, or suppliers of the Company (including the Training Courses and Training Materials supplied by the Company), except as permitted by Condition 14.2.

14.2          The Stockist may disclose the Company’s confidential information:

14.2.1                          to its employees, consultants, officers, representatives, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Conditions, and shall ensure that its employees, consultants, officers, representatives, or advisers to whom it discloses the Company’s confidential information comply with this Condition 14.2; and

14.2.2                          as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3          The Stockist shall not use the Company’s confidential information for any purpose other than to exercise rights and perform its obligations under or in connection with these Conditions.

MISCELLANEOUS

15.1          The waiver by the Company of any breach of any of these Conditions does not prevent the subsequent enforcement of these Conditions in full and shall not be deemed a waiver of any subsequent breach.

15.2          The Stockist is not entitled to assign, transfer or sublicence the benefit of or any of its obligations under these Conditions.

15.3          These Conditions and any guidelines and/or policies cannot be varied or waived except in writing and signed by a director of the Company and no other employee, agent or consultant of the Company has any authority to bind the Company to any affirmation, representation or warranty concerning Healthy Life Choices Ltd products.

NOTICES

16.1          Any notice which is required to be given to a party under these Conditions shall be in writing and shall be:

16.1.1                          delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

16.1.2                          sent by email to request@thebespokeadvantage.com in the case of the Company, and to the email address as notified to the Company by the Stockist for such purpose in the case of the Stockist.

16.2          Any notice shall be deemed to have been received:

16.2.1                          if delivered by hand, at the time the notice is left at the proper address.

16.2.2                          if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the third business day after posting; or

16.2.3                          if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 16.2.3, “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

  • This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

PROPER LAW, JURISDICTION AND THIRD-PARTY RIGHTS

These Conditions shall be governed by and construed in accordance with English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts.  These Conditions do not confer on any third party, including end users, any enforceable rights.

Appendix 1

  • INTERNET SALES, MARKETING AND MAIL ORDER

1.1             Introduction

1.1.1                             The Stockist acknowledges that Healthy Life Choices Ltd products are a superior range of products with a superior image and reputation, and all Stockists are required to ensure that the highest possible quality of trained service and all proper care and attention is given to end users.

1.1.2                             The Company recognises the importance of the internet as a means of trade and welcomes the sale and marketing of Healthy Life Choices Ltd products through the Stockist’s own website. Where Stockists sell through their own websites, the Company requires that:

(a)              the superior image and reputation of Healthy Life Choices Ltd products are preserved; and

(b)              the Stockist has a physical location or, if not, has the Company’s prior consent to sell online.

1.2             Company Approval and Notification

1.2.1                             The Stockist shall use only such advertising, promotional and selling methods and materials as comply with the criteria, terms and policies introduced, and as may be varied from time to time, by the Company.  Any photographs or other illustrative materials must have been issued to the Stockist by the Company for use or have been created by or for the Stockist (and in respect of which the Stockist owns all copyright and rights of use).

1.2.2                             Subject to paragraph 1.2.1, the Stockist shall inform the Company immediately on it commencing the marketing or selling of Healthy Life Choices Ltd products through its website.

1.3             Description of Products

1.3.1                             The Stockist shall not describe, on any media, Healthy Life Choices Ltd products are medicines or having any medicinal qualities or attributes, and nor shall any claims of therapeutic, permanent, or far-reaching effects be made, including through testimonials from end users.

1.4             Website Use and Distance Selling

1.4.1                             In relation to Healthy Life Choices Ltd brands

(a)              the Stockist shall exclusively own the website it uses to sell and market the products and shall operate the website under its corporate or trading name.

(b)              the Stockist shall ensure that its website states prominently on its home page that the Stockist is an “authorised stockist’ (as appropriate), the Stockist’s name (and trading name, if different), details of the proprietors of the Stockist, and the full postal address and telephone number of the Stockist’s business premises.

(c)               the Stockist shall ensure that sales made through its website comply with all relevant laws and regulations and meet the legal rights of the consumer including compliance with the Consumer Protection (Distance Selling) Regulations 2000.

(d)              whilst the Stockist is free to choose, at its discretion, the prices at which it sells the products the Stockist shall not devalue the brand by low quality internet advertising which seeks to draw end users on the basis of wording relating to prices being low rather than on the quality of the product, equipment and/or treatment, for example by using a strike through of the recommended retail price with its price next to it, or the use of phrases or internet tags such as “discounted”, “cheapest”, “lowest price”, “save money”, “best value” or similar;

(iii)             in the event of an end user reaction, Stockists shall be required to produce that end user’s relevant consultation form, and any failure to do so shall absolve the Company of any liability in relation to such reaction, and liability shall have to be borne by the Stockist and the Stockist shall indemnify the Company in respect of any claim made by such end-user.

(iv)             orders can be placed via the internet which can be released for sale through a shopping basket facility. Stockists may only fulfil these orders to the extent that they are recommended products in line with the end user’s consultation form.

(v)              for further orders/re-orders, the end user should only be able to re-order products that have already been released to them by the Stockist so that, for further (new) products the end user shall need to re-consult with the Stockist and complete a further consultation form (as above).

Exclusive Distributors

1.5.1                             The Stockist shall not actively seek to sell (including by way of direct or targeted marketing) the Healthy Life Choices Ltd. products to customers who reside in a country within the European Economic Area that is served by an exclusive distributor appointed by Healthy Life Choices Ltd.

Company’s Directions

1.6.1                             The Company reserves the right to issue, to a particular Stockist or to all Stockists generally, specific, and lawful directions from time to time concerning marketing, promotion and internet sales of Healthy Life Choices Ltd. products which shall be complied with.

1.6.2                             In the event that the Company amends, varies or supplements the criteria in this Appendix 1 at any time, the Stockist shall make all relevant changes to their website and marketing materials, at their expense, to comply.