Fragrance Events Limited

SOCIAL RETAILER AGREEMENT

You and Fragrance Events Ltd agree the following:

1.       GENERAL CONDITIONS

1 .1     In this agreement:

(1)            The "Company" means Fragrance Events Limited – NZBN: 9429049524352

(2)            "You" means you the Independent Self-Employed Social Retailer or entity who has completed an application to become an Independent Fragrance Events Social Retailer.

(3)            You confirm that you are 18 years of age or over and that you are not an undischarged bankrupt or insolvent.

(4)            "The Sales and Marketing Plan" means the Company's Sales and Marketing

(5)            Plan as amended from time to time, a copy of the current edition of which you have received.

(6)            References to Social Retailers Consultancy include the rank title awarded under the Sales and Marketing Plan.

(7)            All other capitalised terms have the meanings given in the Sales and Marketing Plan.

1.2     You will receive income for the difference between what you purchase a product for and what you sell a product for and be awarded rank titles based on the terms of the Sales and Marketing Plan.

1.3     This agreement may be terminated by either you or the Company at any time on fourteen days written notice but will otherwise last for one year. At this time, if you wish to renew the agreement, you will be required to pay the current renewal fee.

1.4     Your Social Retailers Consultancy covers the use of Company materials such as books and products available from the Company, but must not be re-produced for anything other than agreed upon by the Company.

1.5     This contract is governed by the law of New Zealand and the parties submit to the jurisdiction    of the courts of New Zealand.

1.6     You cannot assign nor transfer this agreement to any other person or entity.

1B.     TERM OF AGREEMENT

          This Agreement will commence on the date of acceptance of your application by Fragrance Events Ltd and will continue until it is terminated by either party in accordance with the terminated clauses in Section Two of this Agreement.

2.       TERMINATION

2.1     Either party may terminate this agreement at any time without penalty by giving fourteen days' written notice to the other party at the other party's address given overleaf.

2.2     Where notice of termination is given under clause 2.1 by you or the Company not more than fourteen days after the date of your appointment as a Social Retailer the

Company will repay you within fourteen days any monies you have paid to the Company under this agreement, less;

(1)            any amount due from or paid by you in respect of products which you have sold

(2)            an amount equal to the value of any other product which has been delivered to you and which you have not re-delivered or despatched to the Company or to a person nominated by the Company to receive it;

(3)            where any product so re-delivered or despatched has deteriorated and its deterioration was occasioned by an act or default on your part, an amount equal to the diminution of its value resulting from such deterioration.

2.3     Where notice to terminate is given by you, or by the Company for cause (in accordance with clause 2.5) in each case more than fourteen days after your appointment as a Social Retailer the Company will take back the products or sales materials under 12 (twelve) months old which you have procured for sale or use in your business:

(1)           for an amount which is not less than 90 per cent of the order value of the products less, in the case of any products the condition of which has deteriorated or which otherwise cannot be re-sold by the Company at the usual price for such products due to an act or default on your part, an amount equal to the diminution of their value;

(2)           on terms whereby the order price is payable upon delivery of the products or, if the products are already held by the Company forthwith;

(3)           for delivery within twenty-one days of the giving of notice at any place which you may reasonably nominate.

2.4     If the Company terminates this agreement other than for cause in accordance with clause 2.5, you have the right to require the Company to take back any products which you have procured for sale;

(1)           for an amount equal to the order value of the products, in the case of any products the condition of which has deteriorated due to an act or default on your part, an amount equal to the diminution in its value resulting from such deterioration;

(2)           on terms whereby the order price is payable upon delivery of the product, or, if the product is already held by the Company forthwith;

(3)           for delivery within twenty one days of termination at the expense of the Company at any place which the Company may reasonably nominate.

2.5     Notwithstanding clauses 1.3 and 2.1 the Company may terminate this agreement immediately by notification to you in writing:

(1)           if you commit any breach of this agreement or the Rules of Conduct; or

(2)           if you enter bankruptcy proceedings, and on such termination, the Company may elect to take back any products which you have procured for sale on the terms set out in clause 2.3(1), (2) and (3).

2.6     You will be discharged upon the termination of this agreement from all contractual liabilities towards the Company in connection with your position as a Social Retailer except;

(1)           liabilities relating to payments made to you under contracts which you have made as an agent for the Company (pursuant to clause 4 below):

(2)           in a case where termination does not give rise to the right described in clause 2.2, any liability to pay the price of goods already sold to you or at your request to your customer by the Company

2.7     Your rights under this clause 2, are subject to the Company's right to require repayment of all sums paid or credited to you as a bonus or commission in respect of any product returned to the Company

3.       SOCIAL RETAILER OBLIGATIONS

3.1     You confirm that you have read and understood the Sales and Marketing Plan and the Terms and Conditions of Conduct and agree to be bound by them and by any amendments or additions thereto sent to you from time to time, as if they were set out and incorporated in this agreement.  The company may vary the materials at any time and is required to give the Social Retailer 30 days prior notice before implementing any changes.

3.2     In particular, you will comply with the following obligations:

(1)      You will comply with all NZ laws and the DSA Code of Practice relating to the conduct of your business as a Social Retailer for the Company and to the promotion and sale of products supplied by the Company

(2)      You will conduct your business as a Social Retailer for the Company in an ethical and honest manner, and do nothing which may harm or damage the reputation of that business or the reputation or business of the Company, or otherwise bring the Company into disrepute.

(3)      You will conduct and control and be personally responsible for all business as a Social Retailer for the Company yourself. You will not assign or transferor share in whole or in part such business or any right or obligation under this agreement (which is personal to you) to or with any other person, firm or company, without the Company's prior written consent.

(4)      You will adhere to the rules and policies for advertising the Company's products and business.

(5)      You will not make any claims for the Company's products or business which are set out in (or are contrary or inconsistent with) the Company's literature or directions.

(6)      The company will offer Host Rewards and other promotional incentives and you agree to use these promotions in the correct and professional manner they are intended.

(7)      When dealing with returns on behalf of a customer or guiding the customer to send the product back, please assist the customer and outline the company guidelines and rules for returning a product which can be found on our website – front landing page and the bottom of the page.

3.3     All of the orders that customers place with you are subject to final confirmation and acceptance by the Company.

4.       SOCIAL RETAILER STATUS

4.1     You will be a self-employed independent agent and not an employee or representative of the Company.

4.1a    By signing these terms and conditions you are confirming you are a New Zealand Resident or hold the necessary visa to work in New Zealand.

4.2     The scope of your agency is as set out in this agreement. You may not make any contract on behalf of the Company not authorised by this agreement or without the Company's prior written consent.

4.3     You will be solely and personally responsible for all levies and taxes on income you earn as a Social Retailer for the Company.

4.4     Your business as a Social Retailer for the Company will be independent of the

Company's business and of any other business, and you will conduct it as such.

4.5     Any payments received by the Social Retailer as agent for the Company will be remitted within 14 days of placing the order to which they relate. The Company will supply products only upon receipt of full payment.

5.       INCOME GENERATED AND PAYMENTS

5.1     All orders from the Company made by you under this agreement will be paid for in New Zealand dollars, notwithstanding the currency in which you are paid by customers.

5.2     All payments made to you by the Company under this agreement will be in New Zealand dollars.

5.3     I acknowledge that as an Independent Fragrance Events Social Retailer, the income return to me from my business is based on a margin between the cost charged to me by the Company for its products and the price at which I on-sell those products to my customers.

5.4     In addition to the buy/sell price, the company may offer other short-term rewards.  You may also be entitled to receive benefits based on sales of any person whom you sponsor to become a Social Retailer, which are outlined in the Company Sales and Marketing plan.

5.5     You acknowledge that I as an Independent Social Retailer you are responsible for all costs and expenses you incur when running your business.

6.       SPONSORING

You may sponsor others as prospective consultants for the Company in accordance with the procedures set out in the Sales and Marketing Plans.

7.       GEOGRAPHICAL RESTRICTIONS

You will conduct your business as a Consultant for the Company only within New Zealand (unless otherwise agreed with the Company in writing).

8.       SOCIAL MEDIA RESTRICTIONS

8.1 You will follow all guidelines regarding social media set out by the company.  The company has approved content that can be provided to you for your use.

8.2 All Social Media content or any advertising of any kind, must be approved by the company and be professional in its nature.

8.3     You may NOT copy any of the company product pictures unless authorised by the company.

8.4     You will not advertise any product from the Company at any discounted rate.  All products are sold at full retail. 

8.5     You may not advertise on market places such as and not limited too – Trade Me, Market Place, Buy n Sell.  Nor can you sell products in an established retail or permanent location unless agreed to by the Company.

8.6     Failure to comply with any of these Social Media Restrictions will result in your Consultancy Agreement being terminated immediately.

9.       CUSTOMER DATA PROTECTION

9.1     You are governed by the New Zealand law and Consumer Act.  You agree to protect your customers data and not to share your customer data with any other person unless agreed upon by your customer.

9.2     The Direct Selling laws in New Zealand are extensive, and you agree to be bound by those laws – in particular, you must not solicit any customer/customer data or approach or email anyone without their consent.

10.     SUPPLIER DATA PROTECTION

10.1    You are agree to keep confidential all information regarding the company suppliers and not to approach or make contact with any of the companies suppliers.  All intellectual property involving company suppliers remains the property of the company.

10.2    You are bound by this agreement to protect the interest and intellectual property of the companies suppliers.

11.     COSMETIC AND THERAPEUTIC GOODS ACT

11.1    You are governed by the New Zealand law and Consumer Act.  You agree to not make any representation of product benefits other than outlined by the supplier company itself.

11.2    You agree not to use personal testimonials or use the testimonials of other Independent Fragrance Events Social Retailers about any Cosmetic or Therapeutic product that Fragrance Events supplies.

11.3    You will not refer to any other company but will focus on the positive benefits of the products that Fragrance Events promotes.

12.     Replicated Website & Replicated Business APP

12.1    The Company will offer to the Social Retailer as part of the yearly registration fee the business tools of a Replicated Company Website and Business APP customised for personal promotion for you, the Social Retailer.  Both these tools have been adapted for use on mobile phones as well as computers. 

12.2    You agree that your personal message will be verified by the company as appropriate and you will not promote any products on both the Replicated Website or Business App other than the products supplied by Fragrance Events.

13.     SOCIAL RETAILER AGREEMENT - UPDATED

13.1    In early 2022 when the company goes “live” with their website, you agreed to review and sign a new Social Retailer Agreement at that time and pay your yearly registration fee.  This is that new agreement and this agreement will supersede all other agreements.

14.     ACCEPTANCE OF SOCIAL RETAILER AGREEMENT

14.1    Fragrance Events reserves the right to accept or reject your/any application to become an Independent Fragrance Events Social Retailer in its absolute discretion.