The Imperial Candles
The Consultant Agreement
THIS IMPERIAL CANDLES THE CONSULTANT AGREEMENT is made between:
- The person whose name is set out above (“the The Consultant” also referred to as “You” or “Your”)
- IMPERIAL CANDLES LIMITED (Reg. No. 08970836), whose offices are registered at Sovereign House, 12 Warwick Street, Coventry, West Midlands, CV5 6ET
1.1 The Consultant is a legal resident of the United Kingdom or EU and is at least 18 years of age, and in order to participate in the ability to earn commissions for selling products provided by/through Imperial Candles/ Imperial Ambassador (the “Program”), he cannot undertake a similar contract with a different brand or Company that sells similar products to Imperial Candles Limited.
1.2 Upon Imperial Candles’ approval and acceptance of the Agreement, the Consultant shall be authorised to sell Imperial Candles products, at Imperial Candles’ suggested retail price(s), and to participate in the Imperial Ambassador Program. As such, the Consultant agrees to use his/her best efforts to promote Imperial Candles and its affiliated products and participate in the Program. The Consultant agrees to maintain the highest standards of honesty, integrity and business ethics, and treat all customers, fellow affiliates, and representatives of any other entity with the utmost fairness and dignity as a representative of his/her business and the Imperial Candles name.
1.3 The Consultant may not use a fictitious or assumed name and the Consultant agrees and confirms that he/she is using his/her true, legal and individual name. The Consultant may not use the name of another person with the intent to impersonate that person or deceive others as to the Consultant’s true identity.
1.4 You agree not to portray yourself as an employee, worker, agent or partner of Imperial Candles, nor as having any authority to bind Imperial Candles contractually, nor to incur any liability on behalf of Imperial Candles.
1.5 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.
1.6 You agree to undertake your activities in any territory allocated to you in accordance with Imperial Candles guidelines, which can be varied by Imperial Candles 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’).
1.7 The Consultant may not apply or participate as a Corporation, Partnership, Limited Liability Company, Limited Liability Partnership or any other entity or as a group of individuals. Only individual persons are permitted to become a The Consultant and to enter into this The Consultant Agreement.
1.8 A Consultant acknowledges that they have to pay £39.99 for the online kit and that this charge is non-refundable. Imperial Candles shall provide the Consultant a unique URL and landing page (the “The Consultant Website”). The Consultant Website shall be provided to the Consultant FREE of charge following the date on which The Consultant’s application is accepted.
1.9 The Consultant may only have one (1) account. Self-referrals or attempts to create additional accounts are strictly prohibited.
- AFFILIATE COMPENSATION & TAXES
2.1 The Consultant will receive a Commission for all applicable and authorised sales directly by the Consultant. The Consultant understands and agrees that the Commission rates are subject to change, at any time, upon no less than thirty (30) days in advance will be given by written notice.
2.2 25% commission on personal sales volume, excluding taxes and shipping charges. After the first month, there will be a monthly minimum quota of £100 required (the equivalent of 3 candles). If after 3 months of being ACTIVE you do not reach the £100 in sales, your account will be CLOSED with NO EXTRA CHARGE.
If you would like to remain active, you can reach this target through personal purchases at the 20% discount, and use the products for promotion purposes to grow your business further.
PLEASE NOTE: We will not ask for money or charge you the minimum quota, your account will simply be suspended.
2.3 Money credited to The Consultant’s account, whether for Commission or otherwise, does not accrue interest.
2.4 In the event of a voided or cancelled transaction, Imperial Candles may recover from the Consultant the corresponding Commission previously credited to the Consultant’s account. In the event that the Consultant’s account balance is less than the voided Commission, the voided Commission will be deducted against the Consultant’s future earnings. The Consultant will NEVER be asked to send money to Imperial Candles for voided or cancelled Commissions.
2.5 The Consultant agrees that the Company will not be liable whatsoever for any taxes or fees pertaining to any of the Consultant’s earnings. The Consultant acknowledges and agrees that he/she shall be responsible for filing all tax returns, tax declarations with respect to any and all compensation earned by the Consultant under this Agreement.
2.6 Imperial Candles shall not be responsible or liable to the Consultant for any obligations and/or liabilities, whether financial or otherwise, that are not expressly delineated within this Agreement.
RIGHTS & OBLIGATIONS
2.7 Imperial Candles will pay the Consultant commissions and/or incentives on all orders received and accepted for the sale of products to the ultimate consumer (not sales aids purchased by the Consultant in furtherance of the Consultant’s business) made by the Consultant.
2.8 Imperial Candles will retain full authority to accept or reject any application, agreement, or any order for products. Such right of refusal is solely within Imperial Candle’s sole and absolute discretion. No right of action against Imperial Candles shall ever arise because of any such acceptance or refusal.
- ADVERTISING & INTELLECTUAL PROPERTY
3.1 The Consultant shall not do anything or undertake any actions, which publicly criticise, denigrate, or otherwise make any disparaging statements, whether written or oral, or speak adversely against Imperial Candles or any of its brand partners, or take any action or do anything else to harm, reduce, or prejudice the reputation or goodwill of Imperial Candles or its brand partners.
3.2 The Consultant SHALL NOT promote or sell any other companies products at any Imperial Candles/The Consultant functions or on websites where Imperial Candles is mentioned, or use Imperial Candles’ forms, materials, name, prestige, or drawing power in conjunction with or in support of any other activities not directly related to Imperial Candles and/or the Consultant’s promotion of Imperial Candles’ products.
3.3 The Consultant shall not provide, promote, distribute, place or otherwise publish any content or website that includes content which infringes on another’s rights, or that is libellous, defamatory, obscene, pornographic, abusive, fraudulent, discriminatory, violates any law, or that promotes violence, bigotry, hatred, or any illegal activity.
3.4 In conjunction with the Consultant’s efforts to sell products in support of the Program, Imperial Candles hereby grants to the Consultant a non-exclusive, non-transferrable, non-assignable and limited license, without the right to sub-license, Imperial Candles’ name(s), logos, marks, trade names, trademarks, copyrights, photographs, images and the like (“Intellectual Property”). All images, technology, content and Intellectual Property provided to the Consultant for his/her use is and shall forever remain the sole and exclusive property of Imperial Candles, and no part thereof shall be deemed assigned or licensed to you except as expressly provided for herein. All Intellectual Property Rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain Imperial Candles’ sole property, including rights in and to any derivatives thereof. The Consultant may not modify the Intellectual Property provided to the Consultant in any manner.
The Consultant further agrees that it shall not, either during the term of this Agreement or thereafter, take any action in any part of the world that would affect the ownership of the Intellectual Property. The Consultant expressly agrees that it shall not adopt or use any mark, logo, insignia, content or design other than those approved under this Agreement that is, or is likely to be, confusingly similar to, or cause deception or mistake, with respect to the Intellectual Property. The Consultant agrees that its use of the Intellectual Property, and all goodwill thereto, inures to the sole benefit of Imperial Candles and that the Consultant shall not acquire any rights whatsoever in the Intellectual Property.
- INDEPENDENT CONTRACTOR
4.1 The Consultant is, upon Imperial Candles’ acceptance of this Agreement from the Consultant, an Independent Contractor, and shall perform all services as contemplated under this Agreement as an independent contractor. Imperial Candles shall have no control over the mode, manner, or style that the Consultant may select or choose for performing any of the services contemplated under this Agreement, provided that the Consultant’s conduct shall conform to the prevailing standards of professionalism. Nothing contained herein shall make the Consultant an employee of Imperial Candles.
4.2 The Consultant has no authority to enter into any agreement on behalf of the Company or to bind the Company to any obligation.
4.3 The Consultant is not entitled to any benefits that Imperial Candles may choose to provide to its employees. The Consultant also agrees that consistent with independent contractor status, the Consultant will not apply for any government-sponsored benefits that are intended to apply to employees, including, but not limited to, unemployment benefits or severance payments.
4.4 If applicable, the Consultant shall be fully responsible, whether financially or otherwise, for obtaining any licenses or permits required by law.
- During the term of this Agreement, Imperial Candles may supply the Consultant with Imperial Candles’ “Confidential Information.” All such Confidential Information, whether in written or electronic format, is proprietary and confidential to Imperial Candles and is transmitted to the Consultant in strictest confidence for use by the Consultant solely in conjunction with the Consultant’s business with Imperial Candles. The Consultant must not use any Confidential Information to compete with Imperial Candles or for any purpose other than promoting Imperial Candles’ Program and its related products.
5.2 The Consultant shall be responsible for maintaining the confidentiality of his/her own username and password, and the Consultant is responsible for all usage and activity on the Consultant’s account, including any use of the account by any third-party authorised by the Consultant to use his/her account.
5.3 The Consultant shall notify Imperial Candles of any known or suspected unauthorised uses of the Consultant’s account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of any the Consultant’s username and password.
- GENERAL TERMS
6.1 The Consultant shall not sponsor, attempt to sponsor or solicit another Imperial Candles’ Consultant into any other Direct Sales. No Consultant shall participate in any action that causes another Consultant to be sponsored by someone else into another company.
6.2 Imperial Candles reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of this Agreement, in whole or in part, at any time. In the event of any material change, Imperial Candles will notify you via e-mail, via website at least seven (7) days prior to any such changes taking effect, at which time the Consultant may either agree to such changes by their continued participation as a Consultant, or they may voluntarily choose to discontinue their participation as a Consultant. Changes will become part of this Agreement upon seven (7) days of delivery of a notification.
6.3 Failure to abide by these rules could mean immediate termination by Imperial Candles of your account AND a complete forfeit of any and all pending monies and/or commissions.
6.4 The Consultant agrees to indemnify, defend and hold Imperial Candles and its affiliates, officers, directors, managers, members, employees, agents, attorneys and assigns harmless from and against any and all liability, claims, Causes of Action, losses, damages, injuries or expenses (including reasonable attorneys’ fees and costs) directly or indirectly arising from or relating to any violation or breach of this Agreement, whether actual or alleged, or the subject matter hereof and any dispute relating thereto.
6.5 The Consultant may voluntarily terminate this Agreement at any time upon written notice to Company at least 7 days prior to this action taking effect. Any remaining commissions exceeding £10 will be paid on the 1st of the month.
6.6 A terminated Consultant will be eligible to reapply at any time as long as such termination was not initiated by the Company for a violation of this Agreement.
In order to receive your commission, you will need a PayPal Account. All Commissions shall be due and payable on the 27th of the month. All payments to the Consultant shall be made only through PayPal. The minimum commission payment has to be greater than £10.00. A commission of less than £10.00 will be accumulated and paid to the Consultant when the commission earnings equal or exceed said (£10.00) amount.