Consultant Terms and Conditions
- INDEPENDENT CONTRACTOR(S)
a. The Immunotec International Healthcare Products Limited (“Immunotec International”) Independent Consultant (“Consultant”) (and where the context so admits joint-Consultants) attests that he is of legal age as required by country in which he resides.
b. Consultant has read the Application form, the Business Entity registration form (if applicable) these terms and conditions, the Business Guide and the Compensation Plan (“the or this Agreement”). Consultant understands the terms of the Agreement and the potential consequences of not abiding by same.
c. Consultant understands that this Agreement does not constitute a partnership, franchise, employment, agency or joint venture relationship. Consultant is an independent contractor and has no right to represent, act for or bind Immunotec International, its parent company or any of its subsidiaries or associated companies or other entities. Consultant will be solely responsible for the filing of all applicable tax returns and the collection and payment of all applicable taxes due in relation to Consultant’s Immunotec International business. In the event that Immunotec International is required to pay VAT on any payments due to the Consultant under the Compensation Plan or otherwise, Immunotec International reserves the right (subject to any necessary approvals) to self bill for such sums, in which event VAT shall only be paid to Consultant if Consultant is registered for VAT provides Immunotec International with a copy of his VAT registration certificate.
If Consultant having been registered, becomes de-registered for VAT voluntarily or due to his turnover falling below the VAT threshold applicable at the relevant time or otherwise, he shall notify Immunotec International in writing of the fact of such de-registration within fourteen (14) days of the de-registration taking effect. If Immunotec International is obliged or liable to make any payment of VAT to the tax authorities as a result of the failure of Consultant to notify Immunotec International
of de-registration for VAT then Consultant acknowledges and agrees that Immunotec International shall be entitled to recover from him the amount of such VAT by deduction from Consultant’s account with Immunotec International or by any other means available to Immunotec International from time to time.
d. As an independent contractor and consultant, Consultant agrees to abide by all applicable laws, regulations and codes of conduct in connection with the promotion of the Immunotec International business and the sale of all product sold by Immunotec International (“Products”) including but not limited to the procuring and paying for any licenses, and permits as may be
required to carry out his business as a Consultant.
e. Consultant understands that he is not an employee of Immunotec International and that he alone
shall determine the number of hours needed to carry on his business. Consultant will purchase Products for sale only from Immunotec International or those suppliers or sources which are so designated by Immunotec International.
f. Consultant agrees to abide by any and all laws, rules and and regulations, pertaining to the Agreement (in particular the Consumer Protection Act 2007, the EC Protection of Consumers Regulation 2001, The Sale of Goods and Supply of Services Act 1980 and The Data Protection Act 1988 and 2003) and/or pertaining to the promotion of Immunotec International Products and the Immunotec International business opportunity.
g. Consultant agrees to abide by all DSA codes of conduct in force in any country where the Consultant is conducting his Immunotec International business during the term of the Agreement.
- CONDUCT OF BUSINESS
Consultant acknowledges that:
a. he is responsible for supervising all sales and distribution of Immunotec International Products in accordance with the terms of this Agreement and understands that this includes the supervision, support and training of other Consultants in his downline;
b. he has received the Business Guide and the Compensation Plan and other documentation from Immunotec International and undertakes to read and familiarise himself with and accept such documents;
c. he cannot have any interest in or management control of any other Immunotec International
consultantship, whether as a partner, shareholder, agent, creditor, consultant or employee; and
d. the Immunotec International Compensation Plan and the Immuntoec International Business Guide prohibit the purchase of products in unreasonable amounts. To be eligible to order additional products from Immunotec International, Consultant must certify that he has sold at retail at least seventy (70) per cent of all previous Product orders. To this end,Consultant undertakes to keep accurate records and receipts of all sales transactions. He must provide Immunotec International, at its request, with the names and addresses of his retail customers monthly for verification purposes.
In the event that Consultant is notified of any Product recall, he shall comply with such notice immediately.
This Agreement shall come into force only upon acceptance of the application by Immunotec International. On acceptance Consultant shall then have the right to purchase Products at wholesale and to promote the sale of the Products and the business opportunity for the term of the Agreement. Immunotec International has the absolute right and the sole discretion to refuse
Consultant’s application or any renewal of the same for any reason whatsoever.
- PROPRIETARY USE OF IMMUNOTEC INTERNATIONAL PROPERTY
a. Consultant undertakes that he will only use the promotional materials which are provided by Immunotec International and will use it in accordance with the provisions of the Business Guide and the Compensation Plan.
b. Consultant acknowledges that all patents, trade marks, service marks and formulae relating to Products are the exclusive property of Immunotec International and, except in strict conformity with this Agreement and for the purposes of promoting the sale of Immunotec International Products and the Immunotec International business opportunity, Consultant has not been granted any license of right of use of such patents, trade marks, service marks and /or formulae.
c. Consultant acknowledges except in accordance with this section 3 that he will not use any such patents or marks other than pursuant to written authorization from Immunotec International.
- PRODUCT/PROFIT RESPONSIBILITY
Consultant hereby undertakes not to make any representations or guarantees as to the effects and/or effectiveness of the Immunotec International Products [except as stated in official Immunotec marketing materials] nor to make any statement of potential income or guarantee of income or profits of any kind to any person whatsoever except to actual sales volume or profit
generated by Consultant’s business or any other consultant which Consultant has appointed.
- TERM AND TRANSFERABILITY OF APPLICATION
The term of this Agreement shall be for twelve (12) months from the date of acceptance of the Agreement by Immunotec International and is renewable upon Consultant submitting and Immunotec International accepting Consultant’s intent to renew. Except as provided in the Business Guide, this Agreement is not transferable or assignable in whole or in part by Consultant. Immunotec International shall have full right and authority to transfer and/or assign this Agreement to any party to whom it deems appropriate in its sole and absolute discretion.
Consultant acknowledges that he is an independent contractor and is solely responsible for the operation of his business. Consultant agrees to hold Immunotec International, its directors, officers, employees and agents harmless from any and all claims, actions, liabilities and/or damages which may result from the operation of Consultant’s business and/or the sale of
Products and releases Immunotec International, its directors, officers, employees and agents from any liability arising therefrom.
During the term hereof [and for a period of ninety (90) days thereafter], the Consultant shall not, directly or indirectly, on his own behalf or on the behalf of another or on behalf of or in association with any person, hire any Immunotec International employee, solicit or engage any Immunotec International Consultant or Immunotec International customer or, in any manner,
attempt to influence or induce any of them to alter or terminate their employment or business relationship with Immunotec International.
During the term of this Application and while involved with the business or performing activities
related to this Application, Consultant agrees not to compete with the business interests of
Immunotec International by selling or promoting directly competing products through other
network marketing opportunities in Ireland (For list of products, see website www.ie.immunotec.
com). Exceptionally, Independent Consultants who have attained the Diamond rank (or higher)
are note permitted to promote in any way other network marketing organisations.
[Consultant agrees that for ninety (90) days after the termination of this Agreement, he will
not sell or promote competing products to those offered by Immunotec International through
network marketing in Ireland.]
Consultant acknowledges the necessity of these restrictions to protect Immunotec International’s
valuable interests and agrees that an injunction and/or other available remedy are necessary and
appropriate for Immunotec International to protect such interests.
Consultants may gain access to information which may be considered to be confidential or proprietary of Immunotec International. Such information (“Confidential Information”) includes but is not limited to names and addresses of Immunotec International consultants, names and addresses of Immunotec International employees, customers, geneologies and product and corporate strategies. Consultant agrees that he will not disclose directly or indirectly, any such Confidential Information to any third party or use, directly or indirectly, the Confidential Information to compete with Immunotec International or for any purpose other than to promote Immunotec International and Products. It is understood and agreed that but for this clause, Immunotec International would not provide Consultant with Confidential Information.
Immunotec International will at all times have the right to withhold, deduct and set-off from any amount owing to the Consultant as a bonus, volume rebate or any other form of compensation based on the sales of Products or for any other reason to compensate Immunotec International for any amount owing by the Consultant for the purchase of Products or otherwise.
- VIOLATIONS, TERMINATION AND SUSPENSION
Violation of sections 2(d), 8 or 9 are considered particularly serious and will normally result in a loss of purchasing privileges, suspension and/or termination from participation in the Compensation Plan or termination of this Agreement as well as action for injunctive relief and damages by Immunotec International.
In the event that Consultant is in breach of any of the terms of this Agreement including the terms of the Business Guide or becomes bankrupt or in the case of a company enters into liquidation or administration or enters into an arrangement with creditors or does not conduct his Immunotec International business in accordance with the terms of this Agreement, this Agreement may be terminated by Immunotec International.
Consultant may be suspended or terminated, as the case may be for breaching the terms of this Agreement. Written notice of the suspension or the termination, as the case may be, shall be given to the Consultant, by mail, fax or by e-mail, setting out the reasons for the action. The suspension or termination shall be effective immediately upon notification.
In the event of a suspension, Consultant shall lose the right, during the suspension period, to purchase Products at wholesale cost, receive commissions, bonuses or other compensation which might otherwise be due. Additionally, Consultant shall not have the right during the suspension period to represent himself as an Immunotec International Consultant.
In the event of a termination, Consultant shall no longer be authorized to sell Products or to benefit from other Immunotec International programs, services, to receive bonuses, commissions or other forms of compensation, to sponsor other consultants and all rights associated with the activities of a Consultant and Consultant’s sales organization or genealogical downline. If
terminated, Consultant may not re-apply to Immunotec International for the period of one (1) calendar year from the date of termination.
- GOVERNING LAW
The terms and provisions of the Agreement and any dispute arising thereunder shall be governed by Irish law and the parties hereby submit to the exclusive jurisdiction of the Irish courts.
If any provision of this document is found to be invalid, illegal or unenforceable for any reason whatsoever, such provision shall be fully severable and the remaining terms shall remain in full force and effect and shall be construed as if such invalid, illegal or unenforceable provision had never been a part thereof. Additionally, in lieu of such invalid, illegal or unenforceable provision, there shall be added a provision similar in its terms to replace such invalid, illegal or unenforceable provision.
Upon notification to the Consultant, Immunotec International may at its discretion amend the Agreement. Consultant’s continued engagement in promoting Immunotec International Products, promoting the Immunotec International business opportunity, or both, after notice of any revisions to the Agreement including in particular the Business Guide and the Compensation Plan shall constitute his agreement to such revisions and legally binding amendment of the Agreement.
- ENTIRE AGREEMENT AND INTERPRETATION
This Consultant Application form, the business entity registration form (if applicable) these terms and conditions and the Compensation Plan (as amended from time to time) constitute the entire agreement between the Consultant and Immunotec International and supersede all previous negotiations, understandings, agreements or arrangements, whether written or oral.
Consultant hereby acknowledges that no representations, warranties or guarantees have been made to Consultant by Immunotec International. In the event that more than one applicant has signed this Application, all singular nouns and pronouns contained herein shall be deemed to be plural and all necessary grammatical changes shall be deemed to be incorporated herein. Correspondingly, where more than one applicant has signed this Application such applicant hereby acknowledge that they shall be jointly and severally responsible for the undertakings, representations, obligations and covenants of the Consultant pursuant to this Application. Gender specific nouns and pronouns shall be deemed to refer to the gender of Consultant.
No failure to exercise and no delay in exercising on the part of Immunotec International, any right under the Agreement shall operate as a waiver thereof.
Any notice or other written communication given under or in connection with this agreement may be delivered personally or sent by e mail or by first class post to Immunotec International at the address shown on the Consultant Application form or such other address notified from time to time by such party to the other. Any notice given under this Agreement will start to run
from the day when it is posted to the addressee at their address set out overleaf or posted to any replacement address which has been notified.
- DATA PROTECTION
Consultant agrees that the information which he gives Immunotec International (including information in relation to himself, his address and other details) will be retained by Immunotec International as data controller on a computer database and will be used by Immunotec International for business creation and development, management reporting, and communications both manually and/or on a computer database and genealogy database and contact from his Consultant upline. Consultant agrees that Immunotec International may disclose this information to associated companies and entities and to other Immunotec International Consultants to maintain its sales organization and to administer commissions payable and Consultant hereby consents to the Company retaining, processing and disclosing this information for the purposes set out in this section 18.