Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
1
Vemma Europe Procedures and Policies
1. Introduction
Vemma Europe is a direct sales company run with the highest ethical
standards of network marketing. It combines some of the best direct sales
features based upon its founders years of experience in the industry.
Vemma Europe, as the exclusive and sole importer of Vemma products,
offers high quality food supplements and energy drinks. The business
activity of Vemma Europe is based on an exclusive license granted by
Vemma Nutrition Company, Arizona, USA.
Any company which represents that a Brand Partner will achieve financial
success without working the program or by relying solely on the efforts of
others should be disregarded. Furthermore, any company that ties
compensation and financial success solely to recruiting efforts rather than
actual sales for ultimate use by Consumers is ultimately destined to collapse.
A Vemma Europe Brand Partner is an entrepreneur, and like any other
independent business person, his or her success or failure depends on his or
her personal efforts. No direct sales company can legitimately guarantee its
independent contractors any particular income, profit or success. Vemma
Europe provides an opportunity for Vemma Europe Brand Partners and
Consumers to enrich the quality of their lives by using Vemma products.
The Company also provides equal access to financial success for any
Vemma Europe Brand Partners willing to properly work and cooperate with
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
2
Vemma Europe in the promotion and sale of Vemma products within the
framework of the Vemma Europe Compensation Plan and in reliance upon
the conditions of the Vemma Europe Procedures and Policies.
2. Definitions
In the Regulations, the following words and expressions have the following
meanings:
a) Vemma Europe Vemma Europe Limited, a company incorporated
under the laws of Ireland and whose registered business address is The
Harbour, Kilcock, Co. Kildare, Ireland
b) Vemma Europe Procedures and Policies this document
c) Regulations the Vemma Europe Procedures and Policies
d) Vemma business the Vemma program of product distribution, which is
based on the principles of direct sales and network marketing
e) Brand Partner/Vemma Europe Brand Partner an individual running
a registered business, or an organization which is not a legal entity, or a legal
entity which concludes the Distribution Agreement with Vemma Europe in
accordance with the Regulations
f) Active Brand Partner a Brand Partner who has paid for at least one
order of a Vemma Product in the immediately preceding month
g) Vemma trademarks the following registered trademarks: Vemma,
Verve, Vemma Verve, Vemma Premium, Vemma Europe, Vemma Nutrition
Program, Vemma Suite, V2 Fridge Brick and other trade names including
the Vemma trademark
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
3
h) Compensation Plan a document which defines the rules regarding
commissions to Brand Partners; the Compensation Plan is an integral part of
the Distribution Agreement
i) Products/Goods products which are displayed on the official Vemma
Europe Online Store website www.vemmaeurope.com at the moment of
placing an order
j) Back Office an online service for Vemma Europe Brand Partners
k) Price list product prices located on the official Vemma Europe website:
www.vemmaeurope.com
l) Application form a document including all the necessary Brand Partner
personal data and other data required by the provisions of law
m) Distribution Agreement an agreement defining the rights and
obligations of Vemma Europe Brand Partners and Vemma Europe
n) Consumer an individual who buys goods or services for purposes
unrelated to their trade, business or professional activity
o) Website the official Vemma Europe website located on
www.vemmaeurope.com
p) VID number a personal and confidential Vemma Identification
Number
3. Vemma Europe scope of activity
3.1. Vemma Europe is a company which sells Goods through Vemma
Europe Brand Partners in Europe in accordance with the Regulations. The
Brand Partner can purchase the Goods at promotional prices specified in the
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
4
current price list of the Products, published on the official Vemma Europe
website, and resell and distribute the Products at a profit, on their behalf and
at their own risk. The price of Goods and amount of commissions which the
Brand Partner can receive due to the resale of Products is defined in the
current price list located on the Back Office or Website.
3.2. Additionally, Vemma Europe offers the opportunity of cooperation as
an Active Vemma Europe Brand Partner. An Active Vemma Europe Brand
Partner may build a network organization consisting of other Vemma Brand
Partners. The Brand Partner receives commissions for performing their
activity in accordance with the Compensation Plan. The types and amounts
and rules of earning commissions and the conditions which a Brand Partner
must fulfill in order to obtain the status of an Active Vemma Europe Brand
Partner are defined in the current Compensation Plan located on the Back
Office.
4. General terms and conditions
4.1. The Distribution Agreement can be concluded with a legal entity or an
adult individual who has full capacity to enter into legal transactions. The
Distribution Agreement cannot be concluded with a Consumer.
4.2. In the event that a legal entity desires to sign the Distribution
Agreement, the Application Form should indicate the individual who is
authorized to represent the legal entity according to company and civil law
and the registered office of the legal entity. Vemma Europe, before signing
the Distribution Agreement, may require the provision of certified copies or
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
5
excerpts from the chamber of commerce, court registry or another official
register of legal entities.
4.3 Except as otherwise stated in these Policies, all Vemma Brand Partners
must be the age of majority and meet all other criteria in the
state/province/country in which they distribute Vemma products.
4.4. In the event of a married couple, Vemma Europe permits a married
couple to perform Vemma business as two Vemma Europe Brand Partners
with two independent Vemma Europe accounts or jointly as one Vemma
Europe Brand Partner with one joint Vemma Europe account. Each spouse
shall in every case undertake to sign the Application form and the
Distribution Agreement and they are jointly responsible for performing the
Distribution Agreement and for any violations of the Regulations.
Furthermore, spouses are obliged to have the same Enroller or one spouse
can enroll the other. In the case of a divorce or separation, spouses who
jointly run Vemma business are obliged to immediately inform Vemma
Europe about such circumstances in order to make a decision regarding
further cooperation.
4.5. Each Vemma Europe Brand Partner undertakes to provide their tax and
VAT number (if they are VAT registered). Upon Vemma Europes request
the Brand Partner submits a written statement from the local tax authority
concerning their tax or VAT number.
4.6. Each Vemma Europe Brand Partner who signs the Distribution
Agreement is automatically issued a personal and confidential Vemma
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
6
Identification Number (VID). Thereafter, the VID shall be used for all Brand
Partner orders, network organization building, correspondence and inquiries.
4.7. An individual or legal entity desiring to become a Vemma Europe
Brand Partner can register through the Website or via mail using a paper
Application Form. Registration follows by completing an online Application
Form located on the Website, printing, signing and sending this Application
Form and the Distribution Agreement to Vemma Europe. The status of
Vemma Europe Brand Partner is acquired after acceptance and receipt of the
signed Distribution Agreement from Vemma Europe, which shall then
contact the new Brand Partner with courtesy information. Vemma Europe
hereby reserves the right to reject an Application Form at its discretion and
without giving a reason.
4.8. It is possible to become a Vemma Europe Brand Partner via an existing
Brand Partners corporately-hosted Website.
4.9. Registration as a Vemma Europe Brand Partner is neither paid nor
requires any purchase or order nor any additional initial fee.
4.10. A Vemma Europe Brand Partner has the status of an independent sole
proprietor. In no provision herein, or described in the Regulations, shall the
Brand Partner be deemed as an employee, agent or representative of Vemma
Europe. The Brand Partner, as a sole proprietor, runs their business at their
own risk and under their management, at their own determined time and
place, and supplies all of their own equipment and tools for operating their
Vemma business, such as telephones, professional services, an office and
transport. The Brand Partner is fully responsible for any third party claims
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
7
including but not limited to damages, liabilities, fines or material breaches in
relation to the Brand Partners activity.
4.11. A Brand Partner is obliged to immediately notify Vemma Europe
about any changes of their data and additional information included in the
Application Form.
4.12. A new Brand Partner can request a placement change within 5 days of
the date of signing-up, only under certain circumstances (i.e. clerical error,
etc.). Vemma Europe will assess the placement change request and make its
decision based on the facts of each case. Ultimately, Vemma Europe, at its
total discretion, has the final decision to accept or reject any and all
placement changes. These changes may be received by hardcopy application
or by email.
4.13. A new Brand Partner can request a change of Enroller. This change
may be requested within 10 days of the entry date of the person for whom
the Enroller is changing. These changes must be requested by the current
Enroller. Vemma Europe has the final decision to accept or reject any
Enroller change requests, regardless of when they are placed.
5. Brand Partner rights and obligations
Vemma Europe Active Brand Partners are entitled to:
a. sell and market Products and profit from these sales;
b. participate in the Vemma Europe Compensation Plan;
c. enroll individuals into their network organization;
d. receive a FREE website for marketing purposes as long as they are active;
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
8
e. use the Brand Partners online service the Back Office
6. Succession
6.1. Upon the death or incapacity of the Brand Partner, the rights to bonuses
and marketing position, together with the Brand Partners responsibilities
may be passed to the Brand Partners heirs or other beneficiary upon written
application and upon Vemma Europes receipt of all necessary
documentation required by Vemma Europe, provided that the inheriting
person qualifies as a Brand Partner.
6.2. In case an account has been kept together with the life partner or spouse,
the business relationship does not automatically end with the death of one of
the partners, but the remaining partner continues the relationship solely.
Credit balances, resp. proprietary rights resulting from this business
relationship are included in the deceased persons estate and so they have to
be transferred to the heir or the heirs, verifying the legally binding
devolution order.
6.3. In case whereas the rights to bonuses and marketing position within
Vemma Europe are disposed of in a will, Vemma Europe will transfer the
above-mentioned rights and obligations according to its terms, provided that
the beneficiary qualifies as a Brand Partner.
6.4. The heir or other beneficiary is obliged to meet the requirements
provided for the Brand Partner within 3 (three) months of the death of the
deceased Brand Partner.
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
9
6.5. In case where the deceased Brand Partner has not indicated his heirs or
other beneficiary according to sec. 6.1 above or in his will, the deceased
Brand Partners account will be suspended until the time the heirs deliver the
documents proving their rights. If the heirs fail to deliver the required
documents within 6 (six months) after the Brand Partners death, the account
will be closed. The account will also be closed if none of the heirs or other
beneficiary meets requirements provided for the Brand Partner within 3
(three) months from the death of the deceased Brand Partner. In such cases,
by request of the notary (as a court commissioner), Vemma Europe will
notify and hand over all accounts and deposits belonging to the deceased
Brand Partner.
6.6. The successor Brand Partner must fulfill all responsibilities of the Brand
Partner and he or she may be an existing Brand Partner as long as he or she
complies with all Vemma Europe Policies and Procedures.
6.7. During any time that Vemma Europe account may be temporarily
without an owner, or a gap in ownership occurs due to probate or other court
procedures, the upline Enroller or above shall be responsible for operating
this account for the necessary period of time.
7. Enroller Policies
7.1. All Active Vemma Europe Brand Partners have the right to enroll
others. In addition, every individual has the ultimate right to choose their
own Enroller. If two Brand Partners should claim to be the Enroller of the
same new Brand Partners, Vemma Europe shall investigate the dispute and
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
10
make an independent determination as to the proper Enroller. All Brand
Partners agree to accept and abide by this decision and understand that the
decision of Vemma Europe is deemed final.
7.2. The responsibility of the Enroller is to work with new Brand Partners,
helping them learn the business and encouraging them during the critical
early months. Enrollers are not required to carry an inventory of products or
sales aids for new Brand Partners. Any Brand Partners who enroll other
Brand Partners must fulfill the obligation of performing a bona fide
supervisory, distribution and selling function in the sale or delivery of
Products to the ultimate Consumer and in the training of those enrolled. A
Brand Partner must have ongoing contact, communication and management
supervision with his or her sales organization. Examples of such supervision
include, but are not limited to: product presentation, retail sales training,
newsletters, written correspondence, personal meetings, telephone contact,
voice mail, electronic mail, training sessions and accompanying individuals
to Vemma Europe training. Brand Partners should be able to provide
evidence to Vemma Europe, as requested, of ongoing fulfillment of Enroller
responsibilities when asked by Vemma Europe.
7.3. The Brand Partner responsible for operating the deceased Brand
Partners account according to sec. 6.6 above may only undertake actions
necessary to protect the interests of the deceased Brand Partners heirs or
other beneficiary, in particular the responsible Brand Partner may not
receive any commissions from this account.
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
11
7.4. Vemma Europe policy encourages prospects to contact the Brand
Partner who first introduced them to Vemma Europe. If a prospect does not
have a Brand Partner contact, Vemma Europe will provide him or her with
an Active Vemma Europe Brand Partner contact.
8. Advertising & Promotional Conditions
8.1. The name and symbols of Vemma and other names as may be adopted
by Vemma Europe are proprietary trade names and trademarks of Vemma
Europe, Vemma Nutrition Company, US and New Vision.
8.2. Vemma Europe hereby grants each Vemma Europe Brand Partner a
limited, non-exclusive license to use Vemma trademarks, service marks, and
other marks in conjunction with the performance of Brand Partner duties and
obligations under the Distribution Agreement and the corresponding
regulations specified herein (hereinafter referred to as the Marketing
License). All Vemma trademarks are and shall remain the exclusive
property of Vemma Europe or Vemma Nutrition Company, US or New
Vision. The Marketing License herein shall be effective only during the term
of this Distribution Agreement. However, it is prohibited for a Brand Partner
to claim any ownership of Vemma trademarks (i.e. registering for a business
name using the name Vemma, V2 Fridge Brick, Verve or any other
Vemma trademarks in any way, shape or form) unless it has been approved
in writing by Vemma Europe.
8.3. Any Brand Partner agrees not to advertise Products in any way other
than with the advertising or promotional materials made available to the
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
12
Brand Partner by Vemma Europe and materials pre-approved by Vemma
Europe. Brand Partners agree not to use any written, printed, recorded or any
other material in advertising, promoting or describing the Product or Vemma
Europe marketing program, or in any other manner, any material which has
not been copyrighted and supplied by Vemma Europe, unless such material
has been submitted to Vemma Europe and approved in writing by Vemma
Europe before being disseminated, published or displayed.
8.4. Brand Partners agree to make no false or fraudulent representations
about Vemma Europe, the Products, the Vemma Europe Compensation Plan
or income potentials.
8.5. In addition, Brand Partners are allowed a limited license to download
approved Vemma Europe images from its website in conjunction with the
performance of Brand Partner duties and obligations under the Distribution
Agreement and corresponding Vemma Europe Policies and Procedures.
However, Vemma Europe has certain images on its website that are
prohibited from downloading. These images will be specifically marked as
copyrighted and cannot be downloaded.
8.6. Any Brand Partner with a domain name utilizing any of the Vemma
trademarks (i.e. Vemma, V2 Fridge Brick, Verve, etc.) is subject to
Vemma Europes right to request the Brand Partners domain name be
transferred to Vemma Europe. All Brand Partners must continue to adhere to
all other Regulations and the Advertising & Promotional Conditions herein
as well as stating on their website(s) they are a Vemma Europe Brand
Partner. Testimonials, health/medical claims, income claims, disparaging
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
13
domain names, comments, remarks, etc. will not be allowed. All Vemma
Europe Brand Partners agree and acknowledge that all Internet advertising,
websites and listing pages must be approved in writing by Vemma Europe
and must comply with all Vemma Europe Policies and Procedures.
8.7. A Brand Partner may develop their own marketing techniques, so long
as they are not in violation of any conditions of the Regulations, or any legal
regulations in force. Unless Vemma Europes prior written approval is
received, the use, production or sale of any sales aid or materials other than
those provided by, or approved in writing by Vemma Europe to other Brand
Partners for use in promoting Vemma products is prohibited.
8.8. No claims as to the safety, therapeutic or curative properties of the
Products, or regarding the Products, may be made except those officially
approved by Vemma Europe or as contained in the official Vemma Europe
marketing materials, located on www.vemmaeurope.com . No Brand Partner
may make or publish any claims that the Products are medicinal or useful in
the treatment, prevention, diagnosis or cure of any disease. Medical claims
regarding the Products are strictly prohibited. The use or publication of any
scientific articles, literates or testimonials made by doctors or scientists
concerning the Products or ingredients without prior consultation and written
approval of Vemma Europe is forbidden. Due to the different regulations
between the USA and the European Union regarding rules of the advertising
of food supplements, Vemma Europe suggests using only the Product
marketing materials published on the Website www.vemmaeurope.com or in
the Vemma Europe Brand Partners space in the Back Office, which have
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
14
been approved by Vemma Europe experts. A Brand Partner should
recommend that any Consumer who is currently under a physician's care, or
on any medical treatment, seek the advice of their healthcare provider before
altering their nutritional regime.
8.9. Unless Vemma Europes prior written approval is obtained, projections
of income earnings and potentially misleading income representations are
strictly prohibited. The financial success of a Brand Partner depends entirely
upon that Brand Partner's individual effort, dedication, training and
supervision the Active Vemma Europe Brand Partner provides to their
downline and Vemma business.
8.10. Any and all references Vemma Europe Brand Partners make to
themselves must clearly set forth the Brand Partner's independent status. For
example, if the Brand Partner has a business telephone, the telephone may
not be listed under Vemma's name or in any other manner that does not
disclose the independent contractor status of the Brand Partner.
8.11. Regardless of what type of product is sold by another direct sales
company or network marketing company, Vemma Europe Brand Partners
shall not directly or indirectly solicit any Vemma Europe Brand Partner or
Consumer participating in the Vemma Europe Consumer program, to
another direct sales company or network marketing company. This includes,
but is not limited to, soliciting to join, sell or purchase products or services
other than Vemma products or services. Vemma Europe Brand Partners
agree that Vemma Europe shall determine, in its sole and absolute
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
15
discretion, whether any activity violates the provisions set forth in the above
paragraph.
8.12. The Products may not be displayed and/or sold to the general public in
any office or business/commercial outlet, online, eBay, Allegro, Internet
store fronts or through home shopping network programs (i.e., HSN, QVC).
Exceptions to this rule are listed below. Owners of commercial
establishments may be joined into the business, but must conduct their
Vemma business outside their store or in a private office/room that is not
accessible to, or in view of the general public. This policy assures all
Vemma Europe Brand Partners an equal opportunity to be successful in their
Vemma business. Vemma Europe Brand Partners may display and/or sell
Products in offices and other areas located in private clubs that are not
accessible to, or in view of, the general public.
8.13. All Vemma Europe Brand Partners agree, acknowledge and
affirmatively accept that anything placed (photos, testimonials, statements,
marketing materials, etc.) on a social networking website such as
myspace.com, youtube.com, facebook.com, imeem.com, Blogger, etc. must
be submitted to Vemma Europe for review and written approval prior to
doing so. All Vemma Europe Brand Partners must continue to adhere to all
other Vemma Europe Policies and Procedures and the Advertising &
Promotional Conditions herein. Testimonials, health/medical claims, income
claims, disparaging comments, remarks, etc. will not be approved or
allowed.
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
16
8.14. Brand Partners are encouraged to display and/or sell the Products at
trade shows and expositions. Before submitting a deposit for an event, it is
the sole responsibility of the Brand Partner to contact the event sponsor to
determine whether another Brand Partner has reserved a booth at such an
event. Accordingly, a Brand Partner must be aware that more than one
Brand Partner may attend an event. Although Vemma Europe does not
require pre-approval for its Brand Partner to attend an event, all literature
and marketing materials displayed at the event must be approved by Vemma
Europe, in advance, in writing, and must clearly identify the individual(s) as
(a) Vemma Europe Brand Partner(s).
8.15. Brand Partners are not allowed to display and/or sell Products in places
where their sale is prohibited by law.
8.16. All Vemma Europe materials, whether printed, electronically
produced, computer generated on film, or produced by sound recording, are
copyrighted and may not be reproduced, in whole or in part, by a Brand
Partner or any other person, except as authorized by Vemma Europe.
Permission to reproduce any materials will only be considered in exceptional
circumstances. Brand Partners are prohibited from making audio or video
recordings of speeches, discussions or presentations made by any Vemma
Nutrition Company, US or Vemma Europe company officer, authorized
agent, representative or employee, unless specifically authorized in writing
by a Vemma Europe company officer. A Brand Partner may not produce,
sell or distribute literature, films, electronic or computer generated print
media, or sound recordings that are deceptively similar in nature to those
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
17
produced, published and provided by Vemma Europe for its Brand Partners.
Nor may a Brand Partner purchase, sell or distribute non-company materials,
that imply or suggest that the said materials originate from Vemma Europe.
8.17. Any display ads or trademark advertising copy, other than covered in
the foregoing rules, must be submitted to Vemma Europe and approved by
Vemma Europe, in writing, prior to publication.
8.18. Any enquiries by the media must be referred immediately to Vemma
Europe. The purpose of this policy is to ensure an accurate and consistent
public image. A Vemma Europe Brand Partner may not act as a
spokesperson for Vemma Europe or make a statement for the mass media.
8.19. Brand Partners may list themselves in the white pages under "Vemma"
provided that the words "Brand Partner" immediately precede their name
and/or telephone number. A Brand Partner is also permitted to place a pre-
approved Vemma Europe advertisement in the yellow pages at the Brand
Partners expense. Vemma Europe suggests that these advertisements be
placed in the Health and/or Nutrition products sections of the directory.
8.20. Vemma Europe Brand Partners may not re-label, modify or re-package
any Vemma products, sales aids or Vemma Europe provided materials under
any circumstances.
8.21. Vemma Europe Brand Partners are prohibited from recording, filming,
taping or otherwise capturing or broadcasting in any form whatsoever any
Speaker or Celebrity presentations or appearances at any event. Brand
Partners are prohibited from altering, modifying and/or transferring press
releases and/or celebrity photos to benefit their personal advertising
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
18
purposes. Brand Partners are prohibited from using, reusing, broadcasting,
displaying, reproducing, distributing and reprinting, in any form and through
any media, the image or likeness in a photograph, videotape, film, digital
medium, illustration or art work, the name, voice and biographical
information of any Speaker or Celebrity, in which it may be construed as a
celebrity endorsed product advertisement, unless otherwise approved in
writing by Vemma Europe.
8.22. As Vemma Europe continues to grow and the Vemma Europe brand
continues to develop, it is imperative that Vemma Europe maintains full
control of how everything associated with Vemma Europe is positioned in
the marketplace. All Vemma Europe merchandise and the manner in which
it is sold, is strictly controlled by Vemma Europe corporate office. Vemma
Europe will address any unapproved Brand Partners as they are brought to
the attention of Vemma Europe or Vemma Europe finds them.
8.23. Brand Partners may advertise Products using Verve/Vemma Car
Stickers available in the Vemma Online Shop at
http://brandstore.vemma.eu/. Any other advertising or promotional materials
need to be submitted to Vemma Europe and approved in writing by Vemma
Europe before being disseminated, published or displayed. Prior to issuing a
decision in such a case Vemma Europe reserves the right to require from
Brand Partners information about the vehicle
the stickers are to be displayed on, including a photo of the car. All costs of
the proceeding are covered by the Independent Brand Partner. Choosing this
form of advertising Products, the Brand Partner agrees not to use any
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
19
advertising or promotional materials in advertising or promoting any other
products or services. The Brand Partner is obliged to keep the vehicle in
good condition, especially clean. This form of advertising is prohibited for
Brand Partners with previous traffic offences.
8.24 Brand Partners found in violation of this policy will be suspended,
effective immediately. A Brand Partner will be notified of the policy
violation via e-mail and they will have forty-eight (48) hours to remove the
non-compliant information from all web postings and marketing materials.
Failure to comply may result in termination of Vemma membership. Brand
Partners found twice in violation of the prohibition law set forth in point
7.12 (on Product sale online, in office or business/commercial outlet,
Internet store fronts or through home shopping network programs) will be
terminated effective immediately.
9. Vemma Europe Compensation Plan and Commissions
9.1. The Vemma Europe Compensation Plan provides a Commission paid
weekly for performance of the Distribution Agreement under the rules
defined in the Vemma Europe Compensation Plan.
9.2. The minimum amount of Commission paid is EUR 10. Vemma Europe
will charge EUR 1,50 for each payout (bank fee). A due Commission shall
be paid to the bank account indicated in the Application Form. The Brand
Partner is obliged to immediately inform Vemma Europe in writing about
any bank account changes. Vemma Europe may demand a refund of the
bank costs (bank costs) arising from the indication of false or incomplete
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
20
bank details by the Brand Partner. Moreover, the Brand Partner hereby
agrees that Vemma Europe may deduct the bank costs from the Commission
defined in point 9.3. below. Payments to an unfamiliar bank account or a
bank account which has a different Brand Partners address than that
indicated in the Application Form are impossible. In the case of legal
entities, payments are made to the registered office of a legal entity. It is not
possible to pay into the bank account of the branch of a legal entity. The
Brand Partner is obliged to give the bank account number for payouts within
90 (ninety) days of registration.
9.3. Commissions defined in the Vemma Europe Compensation Plan shall
be paid based on a proper invoice or account (bill) for the performance of
marketing services by Vemma Europe Brand Partners. Brand Partners
undertake to provide Vemma Europe at the end of each month with an
original invoice for their services.
9.4. Vemma Europe hereby reserves the right to suspend the payment of
Commissions until the Brand Partner provides an invoice in accordance with
point 9.2. above or other official documents regarding the Brand Partners
business activity e.g. tax number, VAT number. In the event of a suspension
of payment the Brand Partner is not entitled to claim any interest.
9.5. The Brand Partner hereby authorizes and agrees to the deduction by
Vemma Europe of Commissions defined in point 9.3. above in the event that
the Brand Partner does not pay for the ordered and delivered Products in due
time, or in the event of the cancellation of Direct Debit payments, so-called
reversals, by the bank or of groundless cancellation by the Brand Partner.
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
21
9.6. If the Brand Partner has questions about or believes any errors have
been made regarding bonuses, Downline Activity Reports, charges, or
changes, the Brand Partner must notify Vemma Europe within fifteen (15)
days of the date of the purported error or incident in question. Vemma
Europe is not responsible for any errors, omissions or problems not reported
within fifteen (15) days.
9.7. A Vemma Europe Brand Partner is exclusively responsible for VAT
registration and for fulfilling duties related to financial statements; in no
event is Vemma Europe liable for such duties. Moreover, a Vemma Europe
Brand Partner is solely responsible for the payment of income tax, social
security and any other related taxes; Vemma Europe is not liable for such
payments in any circumstances.
10. Buy-back policy
10.1. Any Vemma Europe Brand Partner who resigns and wishes to return
products to the Company should notify Vemma Europe of his or her
intention by contacting Customer Service. Vemma Europe will repurchase
the products that are in resalable condition, including advertising material
and sales tools as well as product samples, at a price equal to the Brand
Partners original purchase price, minus shipping and a 10% administrative
fee, provided that the Brand Partner has complied with all the terms and
conditions contained in these policies.
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
22
10.2. The Brand Partner must contact the Customer Service regarding the
return of products within fourteen (14) days from the date he/she resigned
from being a Brand Partner. The Brand Partner must list all the items to be
returned, the quantities of each item and the sales order number(s) under
which each of the items was most recently purchased. Products will not be
considered resalable if they are unusable (i.e., shelf life has passed, the
product has been opened or the product or version of the product is no
longer carried by Vemma Europe).
10.3. Once the Brand Partner contacts Customer Service regarding buy-
back, he or she will be provided with a Return Merchandise Authorization
Number (RMA), as well as the address to which the merchandise should be
shipped. All products must be returned within two (2) months of the Brand
Partners notice to the Customer Service of his/her intention to make use of
this return policy. This Return Merchandise Authorization Number must be
clearly marked on the outside of each box being returned. Any merchandise
being returned must be sent prepaid. Brand Partners are encouraged to use
traceable means of transport, as Vemma Europe is not responsible for items
lost in transit.
10.4. Once the merchandise has been processed, the account will be credited
or a refund processed in the manner of original payment (i.e., a credit will be
issued on the credit card originally used for the product purchase).
10.5. Any advancements in the Vemma Europe Compensation Plan, bonuses
or awards achieved as a result of these purchases by the returning Brand
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
23
Partner will be reversed and the amount(s) deducted from the Brand
Partner's refund. The Company will place a debit on the account(s) of the
upline Brand Partners for any commissions, rebates, bonuses or awards
received or paid on product returned from a Brand Partner.
10.6. Inventory loading is prohibited. Vemma Europe is a company built on
the quality of its products and Brand Partners are strictly prohibited from
purchasing products or encouraging other Brand Partners to purchase
products solely for the purpose of qualifying for commissions or bonuses.
To insure that no inventory loading occurs, each Brand Partner wishing to
receive commissions under Vemma's Europe Compensation Plan must
certify that seventy percent (70%) of products previously purchased have
been sold to or consumed by end users, and keep accurate records of
monthly sales to specific Customers. These records will be subject to
inspection and audit by the Company upon reasonable notice. Each order
placed by a Brand Partner constitutes the Brand Partner's certification to the
Company of the foregoing. Each Brand Partner acknowledges that Vemma
Europe is relying on such certifications in paying Brand Partner
commissions. Vemma Europe will not repurchase products or issue refunds
on products certified as having been consumed or sold. Falsely representing
the amount of product sold or consumed to advance in the Vemma Europe
Compensation Plan shall be grounds for termination. To discourage any
Brand Partner from encouraging other Brand Partners to circumvent the
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
24
inventory loading prohibition, the Company will recover any bonuses made
to a Brand Partner's upline related to any violation of this policy.
11. Confidentiality
11.1. Downline reports and all other reports and genealogical information,
including, but not limited to, downline sales organization information and
commission recap statements, are proprietary and confidential to Vemma
Europe. Every Vemma Europe Brand Partner who is provided with such
information must treat it as confidential and take care to maintain its secrecy
and refrain from making any use thereof for any purpose other than the
management of his or her downline sales organization.
11.2. As a result of membership in Vemma Europe, the Brand Partner will
have access to Confidential Information which they acknowledge to be
proprietary, highly sensitive and valuable to Vemma business and is being
made available to them solely and exclusively for purposes of furthering the
sale of Vemma products and for the prospecting and training of third parties
who may desire to become Brand Partners and to further build and promote
Vemma business.
11.3. "Trade Secret" or "Confidential Information" shall mean information,
including any formula, pattern, compilation, program, device, method,
technique or process, that: a) derives independent economic value, actual or
potential, from not being generally known to other persons who can obtain
economic value from its disclosure or use; and b) is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy.
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
25
11.4. Whenever Vemma Europe makes Confidential Information available
to Brand Partners, it shall be for the sole purpose of conducting Vemma
business.
11.5. Brand Partners shall not use, disclose, duplicate or otherwise make any
Confidential Information available to anyone other than Brand Partners,
without the prior written consent of Vemma Europe.
11.6. Brand Partners shall not directly or indirectly use, capitalize upon or
exploit any Confidential Information for their own benefit, or for the benefit
of anyone else, other than for the purpose of conducting Vemma business.
11.7. Brand Partners shall maintain the confidentiality and security of the
Confidential Information in their possession and protect it against disclosure,
misuse, misappropriation or any other action inconsistent with Vemma's
rights.
12. Violation of the Regulations and Termination of the Distribution
Agreement
12.1. Each of the Parties of the Distribution Agreement may terminate the
Distribution Agreement with a 1-month notice based on the mutual
agreement of both Parties or a unilateral written declaration of will on the
termination of the Distribution Agreement by a Party with effect at the end
of the following month.
12.2. If the Brand Partner chooses to resign by written notice, the letter must
be signed by all Parties listed on the Distribution Agreement. Once the
Brand Partner has voluntarily resigned, their Vemma business will be
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
26
terminated and no longer exist. The Brand Partner who resigns by written
notice may re-apply as a Brand Partner under the original Enroller or may
re-apply under a new Enroller after a fifty-two (52) week waiting period. If
the Brand Partner chooses to re-apply, whether under their original Enroller
or a new Enroller, they will be placed at the bottom of that Enrollers line. In
each case, the Brand Partner must complete an Application Form and
receive Vemma Europes written approval.
12.3. Vemma Europe may, at its option, immediately terminate this
Agreement by giving written notice thereof to the Brand Partner upon the
occurrence of the following circumstances:
a. The Brand Partner is inactive for 24 weeks
b. Any violation of the Procedures and Policies and the Distribution
Agreement c. The Brand Partner is in arrears for the Products for at least 3
months.
12.4. Vemma Europe reserves the right to temporarily suspend the rights of
a Vemma Europe Brand Partner as defined in the Distribution Agreement at
any time when it is determined that the Brand Partner may have violated the
provisions of the Regulations or the Distribution Agreement. Such a
suspension shall be made by Vemma Europe at its discretion. Upon a
suspension, Vemma Europe shall notify the Brand Partner, in writing, at the
latest address listed with Vemma Europe for the Brand Partner. In the event
of a suspension, the Brand Partner agrees to immediately cease representing
themselves as the Brand Partner. Any suspension notice will be sent by mail,
electronic mail or fax to the Brand Partners address. The Brand Partner will
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
27
be given a specified amount of time from the date of notification in which to
appeal the suspension in writing. The Brand Partners appeal
correspondence must be received by Vemma Europe within that time frame.
If the appeal is not received within that time period, the suspension will
automatically be deemed final. If the Brand Partner files a timely appeal of
suspension, Vemma Europe will review and reconsider the suspension,
consider any other appropriate action, and notify the Brand Partner of its
decision. The response time from Vemma Europe may vary dependant upon
individual circumstances or the severity of the violation. Vemma Europes
decision will be final and subject to no further review.
12.5. A Vemma Europe Brand Partner placed under suspension shall not
have the right to represent themselves as the Brand Partner, purchase
products from Vemma Europe, receive any Commissions, nor be eligible to
attend Vemma Europe functions until such a time as the suspension has been
lifted. If any previously accrued volume is flushed during the suspension or
as a result of a suspension, it will not be restored.
12.6. In the event of a violation based on point 10.3. Vemma Europe has the
right to seek compensation for damages resulting from lost profits,
interlocutory injunctive relief to prevent the continuation of this practice and
final injunctive relief.
12.7. A Vemma Europe Brand Partner terminated due to point 10.3. above
may not re-apply to become a Vemma Europe Brand Partner or Consumer of
Vemma Europe.
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
28
13. Additional conditions
13.1. In consideration to Vemma Europe for the receipt of Confidential
Information, it is further agreed that for the term of the Distribution
Agreement, Vemma Europe Brand Partners shall not take or encourage any
action, the purpose or effect of which would be to circumvent, breach,
interfere with or diminish the value or benefit of Vemma's contractual
relationships with any Vemma Europe Brand Partner. Without limiting the
generality of the foregoing, for the term of the Distribution Agreement,
Vemma Europe Brand Partners agree not to, directly or indirectly, contact,
solicit, persuade, enroll or accept any Vemma Europe Brand Partners,
Vemma Consumer or anyone who has been a Vemma Europe Brand Partner
or Consumer for the last six months, into, or to encourage any such person in
any way to promote opportunities in marketing programs of any direct sales
company other than Vemma Europe, Vemma Nutrition Company US or
New Vision. Furthermore, during the term of the Distribution Agreement,
Vemma Europe Brand Partners are prohibited from appearing in, being
referenced in, or allowing their name or likeness to be featured or referenced
in any promotional, recruitment or solicitation materials or activities for any
direct sales company, except Vemma Europe, Vemma Nutrition Company
US and New Vision. This includes, but is not limited to, sending emails,
maintaining a website, attending meetings or participating in conference
calls or other recruitment, field or company related events or activities for
any direct sales company other than Vemma Europe, Vemma Nutrition
Company US or New Vision.
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
29
13.2. During the term of the Distribution Agreement and for a period of 12
calendar months following the termination of such an Agreement, for any
reason, a Brand Partner shall not disparage another Vemma Europe Brand
Partner, Vemmas products, services, compensation plan, or Vemmas
employees to other Vemma Europe Brand Partners or third parties.
Disparage shall mean making statements, whether true or false, that: (1)
discredit, or detract from the reputation of Vemma Europe, its products,
services, compensation plan, employees or Vemma Europe Brand Partners;
or (2) that present any of the foregoing in a negative light. Any questions,
suggestions or comments regarding these issues should be directed in
writing to Vemmas Corporate Offices only.
13.3. If any provision of the Regulations, in its current form or as may be
amended, is found to be invalid, or unenforceable for any reason, only the
invalid portion(s) of the provision(s) shall be severed and the remaining
terms and provisions shall remain in full force and effect and shall be
construed as if such (an) invalid, or unenforceable provision(s) never
comprised a part of these Policies.
13.4. The rules of the sale and return of goods, and product claims are
defined in the document entitled Terms and Conditions of the Vemma
Europe Online Store located on the official Vemma Europe website
www.vemmaeurope.com
13.5 The infringement of any provision of these Policies by the Brand
Partner may be deemed as the termination of the Agreement.
Vemma Europe Limited The Harbour, Kilcock, Co. Kildare, Ireland
www.vemma.eu DIRECTORS: SIMON GRABOWSKI, BK BOREYKO, ROSEMARIE HAYDEN, BRAD WAYMENT
COMPANY NUMBER 423877 PHONE 00 353 1 685 2455; FAX 00 353 1 651 9596
30
13.6 After the termination of the Agreement the former Brand Partner is not
allowed to sell the Products.
13.7. Vemma Europe uses all of the personal information in compliance with
the Vemma Europe Privacy Policy at:
http://vemmaeurope.com/documents/Privacy_Policy_EN.pdf
13.8. The rules governing the purchase of the Products, their guarantee and
returns are available at:
http://www.vemma.eu/documents/Terms_and_Conditions/Terms_and_Cond
itions_of_Vemma_Europe_Online_Store_EN_for_UK.pdf
13.9. Vemma Europe reserves the right to assign its rights for its activity at
any time wholly or partly to the third party and to use the services of the
third party.
13.10. A Brand Partner is not allowed to transfer their rights for Vemma
activity without prior written consent of Vemma Europe. An Independent
Brand Partner is obliged to provide an agreement under which they transfer
their rights. In the event of transferring the rights Vemma Europe collects an
administration fee to the amount of EUR 150.
31.10.2013