Independent Representative Terms & Conditions
Notices and consents
• 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 the scheme
• Do not be misled by claims that high earnings are easily achieved
• If you sign this contract, you have 14 days in which to cancel.
To ensure continuity and that a full understanding of the business for which you are joining is gained, you may only start to recruit for your team after 14 days of joining and generating sales of £50
• If you require a visa to work in the United Kingdom, a copy of your visa must be emailed to email@example.com to support your application
Inactivity for 60 days or more may result in the removal of your Representative account and log in details.
- I have read and understood the above notices and Terms and Conditions
- I apply to be a Representative with KaKaWa Artisan Chocolate & Co Ltd on the terms set out in the Terms and Conditions below
- I understand that whilst processing this application my personal details will be checked. If my details fail these checks I understand my application cannot be processed until I submit further supporting documents
- I have read the Privacy Notice before ticking this box
- I consent to KaKaWa Artisan Chocolates to give my shipping phone number and email to my order carrier to assist with shipment tracking updates and enquiries
- I consent to KaKaWa Artisan Chocolates giving my phone number(s) and email to my team leader/manager/s
- I have the right to run a business in the UK and to be self employed
- I can confirm that I am at least 18 years of age.
- I can confirm my e-mail address is accurate and can be considered my electronic signature
INDEPENDENT REPRESENTATIVE AGREEMENT
This Agreement signed by you (“Representative”), once received and approved by KaKaWa Artisan Chocolate & Co Ltd (the "Company”) approval of which is within its total discretion, forms a valid and binding agreement between the Company and the Representative. The terms contained herein are legal terms to protect your rights as an individual on appointment as a Representative.
The effective date of the Representatives’s appointment and of this Agreement is the date on which the Company issues the Representative with a Representative number (the “Effective Date”).
The documents forming the entire agreement between the parties are this Agreement, KaKaWa Artisan Chocolate & Co Ltd (“KaKaWa Artisan Chocolates”) as amended from time to time. This Agreement supersede all previous agreements and understanding between the parties and each party agrees that by entering into this Agreement it does not do so on the basis of or in reliance upon any representations, promises, undertakings, warranties or other statements (whether written or oral) of any nature whatsoever except as expressly provided in this Agreement and save that nothing in this clause shall exclude or limit the liability of either party in respect of fraudulent misrepresentation.
The products to be acquired and or supplied are a select range of KaKaWa Artisan Chocolates branded confectionery and such other products and services as the Company may market for KaKaWa Artisan Chocolates from time to time (“Products”).
B. Status, rights and responsibilities of a Representative.
1. The Representative agrees that he/she shall:
a. represent him/herself as a KaKaWa Artisan Chocolates Representative at all times when contacting customers or dealing with the Products;
b. organise and hold parties and presentations at which the Representative will present and promote the Products and collect orders for the Products from customers; The Representative is responsible for ensuring that all party or event hosts are a minimum of 18 years old; and
c. purchase Products from the Company for sale by direct sales method only or such other method as may be expressly approved by the Company from time to time and delivery by the Representative to customers in the United Kingdom. The Representative shall sell Products in the United Kingdom only and shall not sell (or send) Products in any other country.
2. The Representative is only eligible to promote and sell the Products within the United Kingdom to ultimate consumers and shall not sell Products to a customer where the Representative is aware or it would be reasonable to suspect that the customer is reselling the Products in the United Kingdom or in any other country. The Company shall be entitled to refuse to fulfil an order and terminate this Agreement immediately if it knows or suspects that the Representative is in breach of this provision.
3. The Representative shall not sell the Products except by the direct selling method or such other method as may be approved by the Company from time to time. In particular, but without prejudice to the generality of the forgoing, the Representative shall not sell Products via unapproved internet channels (for example but without limitation eBay or other auction/selling web sites) or via any retail store or counter or thru any services establishment. The Company shall be entitled to terminate this Agreement if the Representative sells the Products via unapproved channels/ countries or otherwise in violation of this clause.
4. As an independent, self-employed business person, the Representative is:
a. not authorised to act on behalf of the Company, is not its agent or employee, does not represent it and is not authorised to, and must not purport to, negotiate and or conclude contracts on behalf of the Company. The Representative is not authorised to incur any obligation, debt or liability on behalf of the Company and must not purport to do so.
b. entitled to arrange for such assistance as he/she determines appropriate to be provided to the Representative by such persons as he/she appoints, at his/her expense, in the conduct of the business, and to delegate the performance of his/her obligations to those persons; however the Representative remains personally responsible for ensuring that all obligations under this Agreement are performed.
5. The appointment as a Representative, and the obligations contained in this Agreement, are personal and may not be transferred.
C. The Representative agrees:
1. to present the Products in a truthful, sincere and honest manner and to conduct all business in a manner that will reflect the highest standards of integrity and responsibility in keeping with the reputation of the Company at all times when dealing with customers at parties, hosts, other Representatives, prospective Representatives and the Company and shall hold the Company harmless from damages resulting from any misrepresentations by the Representative;
2. at all times to comply with the product terms and guidelines, as amended from time to time.
3. to ensure that invitations to prospective customers to attend parties and or presentations make clear the purpose of the occasion;
4. as an independent self-employed business person, to abide by all applicable legal requirements in the United Kingdom;
5. to meet the expenses incurred in the running of the business in the purchase of Products from the Company and facilitating the sale of the Products to customers;
6. as an independent, self-employed business person to assume sole liability and to be fully responsible for all taxation and insurance issues relating to their business (this includes national insurance contributions, VAT and other reports required). The Representative shall take personal responsibility to abide by all statutory regulations that relate to his/her business including registering his/her trade activities with any authorities or by obtaining any licenses if required by law;
7. not to use any of the Company’s trademarks or trade names including KaKaWa Artisan Chocolates trade names, trademarks and logos (“TMs”) except in relation to the sale of the Products or the Representative’s KaKaWa Artisan Chocolates business and in the manner set out and shall not use such TMs in any other manner whatsoever without first obtaining the prior written consent of the Company and to cease making any use of the same on termination of this Agreement. The Representative understands that the display of any of the Products or the TMs in any public, retail or service establishment of any kind is inconsistent with the terms of this Agreement.
8. not to advertise the Products or the business of the Company except in accordance with the the details outlined above or as agreed by the Company with prior written consent.
9. to comply with the provisions governing the appointment and conduct as a Representative.
10. to accept the responsibilities of a sponsor for any Representatives introduced by the Representative as given to the Representative by their manager;
11. to adhere to social media policy and all other policies provided by the Company;
12. that where the Representative takes an order for Products from a customer but fails to place the order for the Products with the Company within 7 days of taking the customer order, then the Company shall be entitled to place the order itself on the Representative’s account and deliver the Products ordered to the customer and the Representative shall pay the Company for those Products within 7 days of the Company demanding payment from the Representative;
13. that the Company’s genealogies (being the information held by the Company relating to its Representatives, including without limitation its relationship with each of its Representatives, the sponsorship of each Representative, each Representative’s upline and downlines, and historical purchasing information for each Representative, each Representative’s customer database and customer order forms) and information in relation to the Company’s business practices, sales techniques, marketing methods and know-how is proprietary and confidential information which is highly sensitive and valuable to the Company’s business and the Company’s legitimate business interests require the non-disclosure of that information. If the Company discloses details of any of its genealogies to the Representative during the term of this Agreement:
a. the Representative shall at all times and without limit in time treat such details as confidential information and shall not disclose such details to any other person (including any company or person in competition with the Company) and shall take all reasonable steps to protect and maintain the security of the information, and shall use the details solely for the benefit of the business of the Company and for the stated purpose for which they were provided; and
b. the Representative shall return copies of any such information to the Company forthwith upon the termination of this Agreement for whatever reason;
14. that a Representative shall not for a period of 3 months after termination or expiry of this Agreement, directly or indirectly entice any other Representative away from KaKaWa Artisan Chocolates, to another business or company which competes directly or indirectly with the Company and a Representative who becomes a “Manager” under KaKaWa Artisan Chocolates Career Plan shall not for a period of 6 months after termination or expiry of this Agreement directly or indirectly entice any Representative away to another business or company which competes directly or indirectly with the Company;
15. that during the term of this Agreement the Representative shall only present KaKaWa Artisan Chocolates Products and shall not promote or sell any range of products which competes with the Products. **suspended 30.08.2021**
16. to pay for Product orders by credit or debit card where such card is registered in the Representative’s own name
17. The Representative further agrees that he/she shall not use the website or ordering system in a manner otherwise than expressly authorised herein, and that the Representative shall not use or attempt to use the system for unauthorised or fraudulent purposes, including but not limited to (i) the Representative re-applying to become a Representative in a different name; (ii) sharing bank accounts or payment methods with other Representatives; (iii) purchasing products other than for immediate provision to the customer (i.e. party organisers, attendees and the Representative’s personal use); (iv) purchasing products for re-distribution abroad or otherwise for the purposes of resale; or (v) purchasing or attempting to purchase products over and above the levels permitted by the Company’s bulk ordering policy as stated from time to time by the Company. In the event that the Representative breaches the terms of the this Agreement, or uses the system in any manner that the Company reasonably deems fraudulent or otherwise outside the scope of the permissions set out herein, or where the Company has a reasonable suspicion of the same, the Company may, in addition to its other rights which are hereby reserved, terminate the Representative Agreement immediately in accordance with clause E3 below.
18. that during the term of this Agreement the Representative shall only use information provided within the support group and main website for their own personal use/product promotion and not share with any third party.
D. On the appointment of the Representative, the Company shall:
1. Pay the Representative bonuses, incentives and commissions at the rates, intervals and for the events announced by the Company from time to time;
2. provide the Representative with not less than 10 days written notice prior to changing commission, bonus or incentive arrangements (which the Company has the right to do unilaterally), such notice will not be given where the Representative has not placed an order with the Company for a period of twelve consecutive weeks or more;
3. use reasonable efforts to fulfil orders promptly on receipt of payment, subject to stock availability, to the Company’s right to recall Products, change suggested prices, change the selection of the range and the specification of its Products at its total discretion;
4. on request, provide to the Representative a clear and adequate record (in the form of an itemised order form, invoice, receipt or commission) of all transactions in respect of which payments are due following the placing of orders for Products by the Representative;
5. honour promptly the Company’s Product guarantees
6. provide the Representative with up-to-date marketing and product materials (which can be obtained through the website), for all customers that have opted in to being contacted by the Company shall receive KaKaWa Artisan Chocolates information directly from the Company;
7. not sell the Products directly to any customers without the name of Representative attached to the order so that a commission can be paid to the correct Representative accordingly.
E. Ceasing to be a Representative, and recovery of commission:
1. The Representative shall have the right to terminate this Agreement at any time without charge or penalty by giving fourteen (14) days written notice to the Company.
2. During the first thirty days of this Agreement, the Company shall have the right to terminate this Agreement immediately without liability by giving the Representative written notice.
3. After the first thirty days, the Company may terminate this Agreement without liability,
a. immediately if the Representative (i) breaks any terms of this Agreement including clauses B2, B3 and C17 above or (ii) does not place an order with the Company for a period of eight consecutive weeks or more or
b. by giving the Representative not less than thirty (30) days written notice.
4. Upon ceasing to be a KaKaWa Artisan Chocolates Representative, the Representative shall:
a. be entitled to retain any commission paid and earned up to the date of termination.
b. The Company reserves the right to ensure continued service to the Representative’s customers after the termination of this Agreement and as such upon termination of this Agreement all customer data collected by the Representative (as discussed in below) shall be securely transferred by the Representative to the Representative’s manager.
F. Other Provisions.
1. This Agreement shall commence on the Effective Date for a period of 6 months and shall thereafter automatically renew on the anniversary of the Effective Date for additional terms of 6 months.
2. The Representative shall have no financial obligation as a Representative during the period of 6 months from the Effective Date of this Agreement other than to pay for the Products ordered, with commission of 25% being earned on all sales excluding P&P, paid weekly in arrears each Wednesday. Payments of £3 GBP or less will be carried over to the following week.
The Company shall give sixty (60) days written notice of any subsequent change in the above financial obligations. The Representative is not required to order any Products or services from the Company.
3. The Company reserves the right to promote and sell the Products through its other Representatives, licensees, employees or other participants or otherwise itself.
4. The Company may deduct any amount owed by the Representative to the Company from any amount the Company owes the Representative.
5. Both the parties acknowledge that the Representative is not an employee of the company and will not be treated as an employee with respect to this Agreement for tax purposes or otherwise.
6. The Company shall inform the Representative of any changes to these terms and conditions via written communication.
7. This Agreement is governed by English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts in respect of any dispute arising here or from any other contractual relationship between the parties.
G. Data Protection
. The Representative shall be legally responsible for any personal data relating to customers, other Representatives, and any other individual that it processes in the course of its activities as a Representative. The Representative agrees to comply with its obligations (to the extent such obligations are applicable) under applicable data protection laws (including all laws regulations, regulatory requirements, guidance and codes of practice, including Regulation (EU) 2016/679 ("GDPR")) applicable to the processing of personal data in the course of its activities as a Representative.
H. Online Ordering
1. The Representative agrees that he/she is not acting as a consumer and that the requirements of the Electronic Commerce (EC Directive) Regulations 2002 in relation to provision of information when concluding contracts by electronic means (Regulation 9) and placing of online orders (Regulation 11) shall not apply to orders placed online by the Representative.
2. The Company is the promoter of this selling system in the United Kingdom
NOTE: Incorrect forms or incomplete forms will be rejected.
4. All standard terms and conditions of joining KaKaWa Artisan Chocolates apply to hosts joining under this promotion.
5. All party hosts and Representatives must be a minimum of 18 years old
KaKaWa Artisan Chocolates Representatives Privacy Notice - UK
JLJ Trading as KaKaWa Artisan Chocolates, ("KAC", "we" or "us") has prepared this Privacy Notice ("Notice") for individuals who run their own independent KaKaWa Artisan Chocolates business (“Representative” or “you”) as we have to process your personal information. The purpose of this Notice is to give you information about how KAC collects, processes, stores and otherwise uses, information about you, and your rights in relation to that information.
KAC needs to process your personal information in order for you to perform crucial aspects of your Representative Agreement, such as facilitating payments to you and selling products to customers.
In certain limited circumstances we may need to ask for your specific consent to process your personal information for a particular purpose. Where we do so, you will be entitled to withdraw your consent at any time by contacting us as set out at the end of this Notice. However in most cases we will process your personal information for the reasons set out in this Notice and it won't be appropriate or necessary for you to provide consent.
We may update this Notice from time to time, for example if we implement new systems or processes that involves the use of personal information. All updates to this Notice will be communicated to you via email.
Your rights in relation to your personal information, and details of how organisations should protect it are included in the EU General Data Protection Regulation (the "GDPR"), which is a European law.
What categories of personal information does KAC collect about me and why does KAC use it?
"Personal information" means any information relating to you. KAC will collect, process and use the following categories and types of personal information about you:
• identification data, such as your name, signature, email address, address, landline, citizenship, passport/national identification data, driver's licence information;
• information about you, such as your date and place of birth, gender;
• information about being a Consultant, such as the contract start date, details of your regional manager, information about the commissions you receive and trips/incentives reached or conferences and meetings attended, bank account details and payment dates;
• complaint handling information, such as the handling of any complaints about you or other Representatives,
We collect and use this Representative Information for a variety of reasons linked to your work as a Representative. The exact reasons that we collect and use the Representative Information will differ depending on how you are engaged as a Representative. To help clarify these we have set out below a list of reasons why we collect and use this information (the "Processing Purposes") along with examples of some of the Representative Information used for each of the Processing Purposes:
• administering and processing your application, including identification data, information about you and contact details;
• administering and providing Commission payments for being a Representative, including contact details, information about the sales you have made and levels you have reached, and details of your bank account;
• complying with applicable laws along with the administration of those requirements, including tax laws which involves the processing of identification data;
• monitoring and ensuring compliance with applicable policies and procedures and laws, including conducting investigations into compliance with the Consultant’s Agreement, which involves the processing of identification data, contact details, and information about being a Consultant;
• communicating with you and third parties (such as existing or potential business partners, suppliers, customers, end-customers or government officials) which involves the processing of identification data, contact details, information about being a Representative and organisational data;
Final UK Consultant Privacy Notice 4 April 2019 2
• responding to and complying with requests and legal demands from regulators or other authorities in the UK which involves the processing of identification data, contact details, information about being a Representative, your commission and organisational data;
• complying with corporate financial responsibilities, including audit requirements (both internal and external) and cost/budgeting analysis and control which involves the processing of identification data, contact details, information about being a Representative, your commissions, and organisational data.
In addition to the collection, processing and use of the Representative Information, KAC collects, processes and uses the following special categories of personal information about you which we describe as "Sensitive Information":
• criminal records data, in the event that KAC has conducted or received the results of criminal records background checks in relation to you, where relevant and appropriate to your role as a Representative;
• race or ethnicity data such as information contained in your passport or other citizenship and right to work documentation, and information which you have provided to KAC for the purposes of compliance checking.
Why does KAC need to collect, process and use my Representative Information and Sensitive Information?
Both the Representative Information and Sensitive Information are needed by KAC to carry out a variety of activities that are linked to being a Representative and KAC's compliance with its obligations as a result of those services and as a business.
We are required to explain to you the legal bases for our collecting, processing and use of your Representative Information and Sensitive Information as listed below:
For Representative Information, our legal bases are:
• performance of the contract with you; compliance with legal obligations, in particular element in the areas of, data protection law, tax law, and corporate compliance laws; the legitimate interests of KAC, KAC affiliates or other third parties (such as existing or potential business partners, suppliers, customers, end-customers or governmental bodies or courts); your consent, where that is appropriate, meets the requirements of data protection law and has been separately obtained; protection of vital interests of you or of another individual; performance of a task carried out in the public interest or in the exercise of official authority vested in KAC.
For Sensitive Information, our legal bases are:
• explicit consent as allowed or required by local data protection law; to carry out the obligations and to exercise the specific rights of KAC or you in the field of social security and social protection law as permitted by local data protection law; to protect the vital interests of you or of another individual where you are physically or legally incapable of giving consent; public data as made public manifestly by you; to establish, exercise or defend legal claims or whenever courts are acting in their judicial capacity; and for substantial public interest as permitted by local data protection law.
We want to be as clear with you as possible over what this means, so where we talk about legitimate interests of KAC or third parties, this can include:
• implementation and operation of a group-wide organisational structure and group-wide information sharing;
• right to freedom of expression or information, including in the media and the arts;
• customer Relationship Management and other forms of marketing;
• prevention of fraud, misuse of IT systems, or money laundering;
• operation of a whistleblowing scheme;
• physical security, IT and network security;
• business investigations e.g. intellectual property law breaches;
• proposed mergers and acquisitions.
When relying on the legitimate interests basis for processing your personal information, we will balance the legitimate interest pursued by us and any relevant third party with your interest and fundamental rights and freedoms in relation to the protection of your personal information to ensure it is appropriate for us to rely on legitimate interests and to identify any additional steps we need to take to achieve the right balance.
Who might KAC share my personal information with?
KAC may transfer personal information to third parties, including to entities within and outside the JLJ Group located in any jurisdictions where KAC Group entities are located, for the Processing Purposes as follows:
• Communication with third parties. As necessary in connection with business operations, contact details and communication contact details may be transferred to existing or potential business partners, suppliers, customers, end-customers or government officials and other third parties.
• Regulators, authorities, and other third parties. As necessary for the Processing Purposes described above, personal information may be transferred to regulators, courts, and other authorities (e.g., tax and law enforcement authorities), independent external advisors (e.g., auditors), internal compliance and investigation teams (including external advisers appointed to conduct internal investigations).
• Acquiring entities. If the KAC business for which you work may be sold or transferred in whole or in part (or such a sale or transfer is being contemplated), your personal information may be transferred to the purchaser or potential new purchaser as part of the transfer itself or as part of an initial review for such transfer (i.e. due diligence), subject to any rights provided by applicable law, including jurisdictions where the purchaser or potential purchaser are located.
• Data processors. As necessary for the Processing Purposes described above, personal information may be shared with one or more third parties, whether affiliated or unaffiliated, to process personal information under appropriate instructions ("Data Processors"). The Data Processors may carry out instructions related to administration, IT system support and maintenance, commission payments, training, compliance, and other activities, and will be subject to contractual obligations to implement appropriate technical and organisational security measures to safeguard the personal information, and to process the personal information only as instructed.
As you may have noticed, some of the recipients we may share Representative Information and Sensitive Information with may be located in countries outside of Europe. In some cases, this may include countries located outside the European Union and/or European Economic Area ("EEA"). Some countries where recipients are located already provide an adequate level of protection for this data such as Switzerland, and transfers to other countries such as the USA may be protected under arrangements such as the EU-US Privacy Shield.
If recipients are located in other countries without adequate protections for personal information, KAC are committed to taking all necessary measures to ensure that transfers of your personal information out of the EEA are adequately protected as required by applicable data protection law. This will include using appropriate safeguards such as the EU Standard Data Protection Clauses.
How long will KAC keep my personal information for?
It is our policy not to keep personal information for longer than is necessary. We may, for example, keep your personal information for a reasonable time after you stopped being a Representative to ensure that any on-going obligations can be complied with. Where personal information is kept, that period will be determined based on the applicable local law.
What rights do I have in respect of my personal information?
You have a number of rights in relation to your Representative Information and Sensitive Information which can be summarised in broad terms as follows:
(i) Right of access - You have the right to confirm with us whether your personal information is processed, and if it is, to request access to that personal information including the categories of personal information processed, the purpose of the processing and the recipients or categories of recipients. We do have to take into account the interests of others though, so this is not an absolute right, and if you want to request more than one copy we may charge a fee.
(ii) Right to rectification - You may have the right to rectify inaccurate or incomplete personal information concerning you.
(iii) Right to erasure (right to be forgotten) - Under certain circumstances, you may have the right to ask us to erase personal information concerning you.
(iv) Right to restriction of processing - In limited circumstances, you may have the right to request that we restrict processing of your personal information, however where we process Representative Information and Sensitive Information for the Processing Purposes we have a legitimate interest in processing that information which may override a request that you make.
(v) Right to data portability - You may have the right to receive personal information concerning you, which you have provided to us, in a structured, commonly used and machine-readable format and you may have the right to transmit that information to another entity.
(vi) Right to object and rights relating to automated decision-making - Under certain circumstances you may have the right to object, on grounds relating to your particular situation, at any time to the processing of your personal information, including profiling, by us and we can be required to no longer process your personal information. This may include requesting human intervention in relation to an automated decision so that you can express your view and to contest the decision.
(Who can I contact about this stuff?).
You also have the right to lodge a complaint with the competent data protection supervisory authority, which in the UK is the Information Commissioner's Office (the 'ICO').
If we are not able to carry out the processing activities we describe in this Notice, there is a chance that we may not be able to comply with the terms of the Representative Agreement, and in certain very exceptional cases, you may not be able to continue as a Representative. Of course, we don’t expect it would ever come to that, and this is simply information we are obliged to provide you as part of this Notice.