IT IS AGREED as follows:
1.1 THIS KIDS BEE HAPPYCONSULTANT AGREEMENT is made between:
(1) The person whose name is set out above ("the Consultant" also referred to herein as "You" or "Your") and
(2) Kids Bee Happy Ltd (company registered no: SC297247) whose registered office is at 4C Fountain Way, Blackparks Industrial Estate, Stranraer, Wigtownshire, DG9 7DG, and Sand Art Ltd whose registered office is at 20-22 Wenlock Road, London, N1 7GU ("Kids Bee Happy"), referred to herein a Kids Bee Happy.
1.2 THIS KIDS BEE HAPPY CONSULTANT AGREEMENT is effective from the date you registered on the website.
2.1 You must be over 18 years of age and resident in the UK.
2.2 You agree that if you promote and sell Kids Bee Happy materials, products, activities and Experiences to third parties, you will act as a principal, selling them solely on your own account. You agree not to portray yourself as an employee, worker, agent or partner of Kids Bee Happy, nor as having any authority to bind Kids Bee Happy contractually, nor to incur any liability on behalf of Kids Bee Happy.
2.3 You will be responsible for compliance with all matters associated with Your status as a self-employed individual including payment of all tax and national insurance contributions, and ensuring You have the necessary licences, insurance, registrations and/or permits required in order to conduct Your Activities.
2.4 You agree to undertake Your Activities in any territory allocated to You in accordance with Kids Bee Happy guidelines, and as varied by Kids Bee Happy from time to time. You must adhere to the standards and principles of behaviour set out in the "Consumer Code of Practice" and "Code of Business Conduct" as issued by the Direct Selling Association (or 'DSA').
3.1 Kids Bee Happy does not dictate the prices that you sell at. You will purchase goods from Kids Bee Happy at the specified wholesale price, and you may set your own retail prices, which you may wish to vary depending on customers, location, special offers, event type etc. The difference between the retail price, and the wholesale price at which you purchase at will be your profit margin 100% of which will be your income.
3.2 If your Sales exceed the VAT registration threshold you will be responsible for your own VAT registration.
3.3 Kids Bee Happy will publish guideline retail prices. You should be aware that if you charge more than Kids Bee Happys guideline prices your customers may choose to buy from other consultants, resulting in lower sales for you.
3.4 A Team Bonus structure will be in place, entitling you to bonus payments as set out in the schedule as compensation for your mentoring and coaching efforts.
3.5 All Conditions must be fulfilled in order to trigger payment of Team Bonus. Conditions are set out in the Team Bonus Schedule.
3.6 The Team Bonus rates and conditions may change from time, you will be given 60 days notice before the changes are implemented.
4.1 Initially Payment must be received by Kids Bee Happy with Your order. Any variation from this needs to be confirmed in writing by Kids Bee Happy Ltd.
4.2 Kids Bee Happy shall be under no obligation to accept an order placed by you if any payments from you are overdue.
4.3 Kids Bee Happy shall have the right to charge statutory interest, as notified to you and varied from time to time, on all overdue sums. Further, Kids Bee Happy may levy a reasonable payment charge where additional costs are incurred by Kids Bee Happy as a result of non-payment or in respect of returned paypal e-checks.
5 CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY
5.1 Information provided in connection with this Agreement and which is publicly undisclosed shall be kept confidential and shall not be used or divulged other than in the proper course of performance of the obligations under this Agreement.
5.2 As part of your business you may be privy to certain commercial sensitive information such information shall be kept confidential and shall not be used or divulged other than in the proper course of performance of the obligations under this Agreement.
5.3 In your role of leading teams, you may be privy to certain personal or financial information in regards to other consultants working in your teams, or elsewhere in the organisation. Such information such information shall be kept confidential and shall not be used or divulged other than in the proper course of performance of the obligations under this Agreement. You are responsible for ensuring that any data you may have access to is used and stored by yourself in full compliance with GDPR regulations..
5.4 You are obliged to immediately pass on to Kids Bee Happy the following information:
I. Any breach of clauses 7.3 or 7.4 that you become aware of by consultants either in, or outwith, you team.
II. Any sensitive information which may give rise to concern that a consultant is not a fit and proper person, or suitable for working in close proximity to children.
III. Any actions, or material which could be perceived as bringing Kids Bee Happy trademarks, products, and intellectual property into disrepute.
5.4 You shall do nothing to bring Kids Bee Happy, Affiliated Companies, or other Kids Bee Happy Independent Consultants, into disrepute or to impair or jeopardise the distinctive quality of Kids Bee Happy's trademarks or trade names, which are the exclusive property of Kids Bee Happy or its affiliated companies and which are protected by law.
5.5 You shall not, without Kids Bee Happy's prior written approval, use or exploit Kids Bee Happy's intellectual property rights, including (but not limited to) trademarks or trade names or any logos, product names, designs or copyright belonging to Kids Bee Happy.
5.6 Advertising and promotional materials must comply in all respects with any Kids Bee Happy guidelines issued from time to time and you will promptly remove any such materials on request by Kids Bee Happy, regardless of whether they have previously been approved by Kids Bee Happy.
5.7 You will not use any licensed or copyright material, either that of Kids Bee Happy, or of licenses held by Kids Bee Happy or its Affiliated Companies, without express written permission, and then may only use such images as provided by the Kids Bee Happy.
5.8 All and any advertising materials created by the Consultant themselves must be approved by Kids Bee Happy before use, and Kids Bee Happy may restrict or refuse the right to use such materials. No recompense will be made for costs of producing materials subsequently not approved or authorised.
5.9 Kids Bee Happy may create and distribute products under license from companies to use their Trademarks and Intellectual Property. Those licenses may cover or exclude sales to certain geographic territories. You undertake only to sell and distribute such products to customers within the allowed territories.
5.10 You agree not to use Intellectual Property licensed to Kids Bee Happy for any reason, other than the approved images and products.
5.11 You agree to abide fully and completely with the Disney Handbook Rules and guidelines, abiding not only by words but by spirit too.
5.12 Upon cessation as a Kids Bee Happy Independent Consultant you are required to immediately remove from your website, any social media accounts, and other print and digital marketing materials all Kids Bee Happy logos, images, shared posts, text articles, other Kids Bee Happy digital resources and product details.
6 DATA PROTECTION
6.1 The parties agree that they shall comply strictly with the requirements of any data protection laws in relation to personal data processed in connection with the performance of their obligations under this Agreement.
6.2 You consent to Your personal details being held and processed (including processing by automatic means) by Kids Bee Happy, its affiliates and its or their authorised third parties (including Consultants, Sales Leaders and Trainee Sales Leaders) for the purposes of fulfilling the terms of this Agreement, supporting and better understanding the business of Kids Bee Happy's Consultants and Sales Leaders and performing functions on Kids Bee Happy's behalf. These functions may include (but are not limited to) order fulfilment and delivery, administration, payment processing, the production of electronic invoices, providing contact details to customers, customer service, research, marketing, making special offers and promotions and sending You information about Kids Bee Happy's products and business opportunities.
6.3 You consent to your personal details being disclosed to credit reference and fraud prevention agencies or registers and to Kids Bee Happy making searches from time to time of your details with such agencies or registers and keeping a record of that search. Details of how you conduct Your Account may also be disclosed to such agencies. This information may be used by other lenders in assessing applications from you and members of your household and for occasional debt tracing and fraud prevention.
6.4 Kids Bee Happy may use a credit scoring system to determine whether an account can be opened and your order limit. In certain circumstances, where an order exceeds this limit, a deposit may be required before the order can be accepted.
6.5 You consent to allowing data transfers of Your personal details to any other company within Kids Bee Happy's group and business contacts located in other countries outside the European Economic Area including the United States in order to facilitate the proper performance of this Agreement, even where the country or territory in question does not maintain the same standards of data protection as in the European Union.
6.6 Please see Kids Bee Happy's Privacy Statement at http://www.kidsbeehappy.com/privacy.htmlfor more information about Kids Bee Happy's privacy and data protection practices including how to update, change or delete any of Your personal information and how to opt-out of receiving marketing from Kids Bee Happy.
7 CONFLICTS OF INTEREST
7.1 You agree not to encourage or invite other Consultants to participate in other network or multi-level marketing or direct selling programmes in competition with those promoted by Kids Bee Happy.
7.2 The Consultant may engage in any other business, occupation or activity provided that such business, occupation or activity does not cause a breach of or conflict with any of the Consultant's obligations under this Agreement.
7.3 Any Consultant who purchases for business use or resale any other competitor product will have all their agreement immediately terminated, will immediately lose all accrued but unpaid bonus, and will forfeit the right to re-join at a subsequent date.
7.4 Products referred to in 7.3 Include specifically, but not exclusively:
I. Any Sand Art products or equipment not purchased from Kids Bee Happy Ltd (including Sand Bottles)
II. Any other arts and crafts products where there could be confusion over whether or not these are Kids Bee Happy products,
III. Any Toys or Crafts products from another Party Plan company
IV. Any other Make a Bear related products and clothing
7.5 Any consultant using Kids Bee Happy data, systems, groups, data or contacts for the purposes of recruiting consultants to participate in other network marketing or multi-level marketing, or direct selling programmes, or for the purpose of gain in any way other than the normal course of their Kids Bee Happy business will have all their agreement immediately terminated, will immediately lose all accrued but unpaid bonus, and will forfeit the right to re-join at a subsequent date.
8.1 You have the right to cancel this Agreement without penalty during the first 14 days of it being signed and to return products to Kids Bee Happy for a full refund, provided the products are returned in the same condition as supplied to You (except that external wrappings may be broken). Deductions will be made for items not returned, or returned by unsuitable for resale.
8.2 At any time after 14 days from signature of this Agreement, either party may terminate this Agreement by giving to the other not less than 14 days written notice to be served on the other party at the address given in this Agreement, or such address as notified in writing. If the Agreement is terminated by Kids Bee Happy or by you after 14 days of signature of the same, You have the following rights:
8.2.1 You will incur no future contractual obligations under the Agreement;
8.2.2 You will have the right, within 21 days of the termination, to return to Kids Bee Happy, at the address notified to You from time to time, all complete unopened products purchased by You from Kids Bee Happy within 90 days prior to the termination and to recover from Kids Bee Happy the (VAT inclusive) price paid by You for them, less a reasonable handling charge and, in the case of goods which have deteriorated because of Your own fault, less an amount to reflect their resulting diminution in value.
8.2.3 Where Kids Bee Happy terminates the Agreement, You will be advised of the procedure for the return of any products to Kids Bee Happy.
8.2.4 In addition, after termination, You will have the right (in accordance with, and subject to, the terms set out in the Code of Business Practice of the DSA) to return and claim a partial refund for products which You purchased more than 90 days and up to one year prior to termination of the Agreement and which remain unsold by You, provided that they are in good condition.
8.3 You are required to give Kids Bee Happy one months written notice in advance of ceasing to serve your customer list or any part thereof.
8.4 If you do not place an order for three consecutive months you will be deemed inactive, and after a further 3 months of inactivity your consultant account will be deactivated. You may apply for reactivation.
8.5 Consultants may request a transfer to a new sponsor/senior consultant/Team leader if their upline is Dormant. Dormant is interpreted as not being available for contact or communication for a period of more than 30 days.
8.6 Consultants may request a transfer to a new senior consultant/Team leader if there are personal reasons or personality clashes. In such instances a transfer is generally for the good of all involved and the company will act with the wishes of the consultants.
8.7 Kids Bee Happy reserve the right to transfer a consultant to a new senior consultant/team leader if they feel that there are personal reasons, personality clashes, or if other situations not of common benefit occur.
8.8 Consultants are expected to behave and carry out their business in a manner that is respectful and consistent with the general good of the brand and all other consultants. If behaviour contrary to this objective occurs, Kids Bee Happy has the right to immediately terminate the agreement and the consultant will immediately lose all accrued but unpaid bonus, and will forfeit the right to re-join at a subsequent date.
9.1 The benefit of this Agreement may not be transferred or assigned by you.
10.1 Kids Bee Happy reserves the right to make changes to this Agreement by giving you written notice to that effect. You will always be given no less than 7 days written notice in advance of any such changes, except that where such changes affect the commission structure and/or the amount of the MOV requirement, then you will be given no less than 60 days written notice in advance of such changes.
11.1 This Agreement, including the Consultant Information Sheet, constitutes the entire Agreement between the parties and supersedes any previous agreement or understanding.
11.2 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 Agreements (Rights of Third Parties) Act 1999 are expressly excluded.
11.3 You expressly authorise Kids Bee Happy to issue communications and invoices electronically, by email or posting messages or notices on Kids Bee Happy's website (www.Kids Bee Happy.com or such other website as Kids Bee Happy may notify from time to time) and any such communication shall be deemed appropriate as written notice.
11.4 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.
11.5 Do not be misled by claims that high earnings are easily achieved.
11.6 This Agreement shall be governed by the Laws of Scotland