Member Terms and Conditions
DEFINITIONSIn these Terms and Conditions, unless the context indicates otherwise:
- The Company means New Image™ International Limited or any of its overseas subsidiaries that is established where the Member ordinarily resides (as the case may be).
- The Member means the person, persons, partnership or company named in the Member Application.
- The Member Application means the application form required to be signed by prospective applicants, to become a Member of the Company.
- The Member acknowledges that they have read and understood these Terms and Conditions, and the Member agrees to abide by the Terms and Conditions set forth therein. The Company reserves the right to amend, modify, add to or delete any provision or term of these Terms and Conditions. If the Company does amend these Terms and Conditions, a revised version will be posted on the Website with an updated revision date. A prominent notice will also be placed on the Website where any changes to these Terms and Conditions are material. The Member agrees that their continued engagement in selling the product and promoting the business opportunity, or both, after notice of any such change shall constitute their agreement to such change.
- Any reference to persons includes an individual, company, corporations, partnership, firm joint venture, association, trust, unincorporated body, authority or entity, in each case whether or not having a separate legal identity.
- References to the singular shall include the plural and vice versa.
- Companies and partnerships may become a Member on the following terms:
- In the case of companies, the Agreement must be signed by an authorised officer of the applicant company and must be returned to the Company with a list of the names of the directors.
- In the case of a partnership, all partners must sign the Agreement.
- The Product means all products or services marketed by the Company from time to time.
- Website means any company website.
- The Agreement comprises of these Terms and Conditions referred to herein, the Compensation Plan, the Rules of Conduct, and any other policies provided by the Company from time to time. The Member must use their best efforts to ensure that their Downlines comply with such Rules and Policies. The Agreement constitutes the entire agreement between the parties and no other additional promises, representations or agreements shall be valid unless in writing and issued by the Company;
- The violation of any of these Terms and Conditions constitutes a breach of the Agreement and may result in the Termination of the Agreement by the Company.
- Except where the obligation of the Member is specified to apply after termination of the Agreement in respect of non- competition in accordance with these Terms and Conditions, the Member shall be released from all future contractual liabilities toward the Company on termination of the Agreement.
THE MEMBER AGREES
- That the minimum age requirement to become a Member is 18 years of age.
- That only a New Image™ Member may sell the Product or participate in the New Image™ marketing programme purchasing all products for resale from the Company.
- That a Member is an Independent Contractor and that the Agreement does not constitute any employee/employer, agency, partnership or joint venture relationship. They must not at any time or in any manner suggest or imply that they are an employee, partner, venturer, agent or legal Representative of the Company. As such the Member acknowledges they are responsible for their own taxes on any payment or benefit received from the Company and all expenses related to their business and will make no claim or demand upon the Company in relation to payment of wages, Superannuation, taxation, sick or holiday leave, parental or other leave. The Member ensures compliance at all times with legislative requirements in relation to the conduct of their own business. They have no power to incur any debt, obligation of liability or to make any representation of warranty on behalf of the Company.
- That a Member is responsible for their own business decisions (not influenced by others), expectations, commitment and expenditure. The Company will not be responsible for any loss, cost, claim or liability in this respect and that they are not relying on any statement or comment from the Company or any of its Members except as set out in the Member Application.
- To comply with all government laws and regulations as may be applicable from time to time and to be responsible for filing all necessary returns and paying all taxes including income taxes, goods and services taxes, value-added taxes and any other charges required by law which become due in relation to their business and to keep such records as are necessary to ensure compliance with the requirements of the relevant local tax authority.
- On signing the Member Application, the Member acknowledges that the selection of the new Member is the sole responsibility of the Sponsoring Member, not the Company. Members must use best endeavours to ensure retention of sponsored Members and expectations to be met. As such the responsibility for the actions of the new Member rests with the Sponsoring Member.
Without limiting any rights and remedies available at law, and in the event of a dispute:
- The Upline of the organisation which benefits financially, is responsible to settle such disputes; and
- If unresolved by that Upline organisation, the final decision will be made by the Company.
- That a spouse who is already a Member cannot sponsor the other spouse as a Member, also a de-facto couple must become joint Members under the same Agreement.
- A Member must supply their personal bank account details for payment of possible future commissions as well as their personal email address for all correspondence and order confirmations. This information will be registered against the Member’s New Image™ Membership account.
- The effective date of the Agreement shall be the date on which it is accepted by the Company. On acceptance by the Company the Agreement shall remain in force for a period of one year and may be renewed each year on condition that the renewal fee (where applicable), as set from time to time, is paid in full by the due date, and on condition that the Member is not in breach of the Agreement.
- To indemnify and keep indemnified the Company from and against any and all loss, damage and liability (whether criminal or civil) suffered and any and all legal fees and costs incurred by the Company resulting from a breach of the Agreement by the Member or from any act, neglect or default of the Member, their agents, employees, licensees or customers, including (in particular) breaches resulting in any successful claim by any third party, alleging libel or slander in respect of any matter arising from the supply of the Products or conduct of the Member’s business.
- The Member will not make any misleading statements or exaggerated claims of the Product, the Company, the Compensation Plan or income potential to a purchaser or potential Member.
- Claims: They will not state that the Products prevent, treat or cure diseases or medical conditions.
- The Member agrees that all information obtained by the Member, as part of their involvement in their New Image™ Business, including (without limitation) customer lists and contact details, supplier and manufacturer information, commission or sales reports, Product formulas, names and addresses of other Members and other financial and business information of the Company (Confidential Information) is proprietary to and owned by the Company. Any unauthorised use of Confidential Information may result in the termination of the Member Agreement. The Member agrees that any remedy for any breach of this clause and clause 15 may be inadequate and that, in addition to any other relief to which the Company may be entitled, the Company or any of its successors shall be entitled to injunctive or other equitable relief.
- The invitation, attendance and completion of the Guest Register for a prospect Member at a Company function establishes a sponsorship opportunity. To protect national and international sponsorship ethics, no Member may influence, entice or offer inducements to prospect Members to change Sponsor. Protection for a 30-day period (Protected Period) will be allowed for completion of the Member Application. If registration is not completed within the Protected Period, the new Member will become available for sponsorship.
- Not to solicit Members already sponsored by another Member. The Company also strictly prohibits Members from knowingly sponsoring or directly or indirectly helping others to sponsor into any other sales organisation. Any Member not personally sponsored, cross recruited and any other form of unauthorised line of sponsorship changes (otherwise known as stacking) will result in suspension or termination of the Agreement of all Members involved.
- The Member accepts responsibility for any organisation they build and undertakes to provide adequate training in business tools, the Product range and retailing to their Downline. The Member will ensure that the Company is not implicated or held blameworthy in any dispute resulting from their actions arising within their organisation. Any actions disadvantaging or affecting the incomes of any other New Image™ Member will entitle the Company to terminate the Member.
- That the Member is not entitled to receive any remuneration for sponsoring or introducing any other Member to the Company and that they cannot charge for any training or other aid given to other Members, except such as may be reasonably incurred for the hire of a room, the provision of meals and accommodation and the travel expenses and entertainment provided for other Members for the purposes of such training.
- If a Sponsored Member in your downline resigns, terminates this Agreement, or engages in any activity that results in a refund, the Company reserves the right to recover, by way of set-off or otherwise, any Commissions, fees or charges payable or paid to the relevant Members, including by deductions from future earnings, or from any other money payable to the Sponsoring Member.
- The Member may market the Products and the business opportunity with the prior approval from the Company and within the legislation applicable from time to time to the country or countries in which they operate. The Member may sponsor persons to become Members in other countries where the New Image™ system is in operation in accordance with the rules set out for international sponsoring. No Member will be given an exclusive territory or franchise.
- A Member with the Rank of Supervisor or above may sponsor internationally. The Member undertakes to become fully conversant with the Terms and Conditions of the Company requirements, taxation requirements (including any withholding tax provision) and legislative requirements in all countries in which the Member’s network operates. A Member may, with the prior approval of the Company, engage in international business development in countries where there is not yet any New Image™ representation. People sponsored in such countries must have a mailing address in a New Image™ country and qualify in a New Image™ country of operation.
- CHANGE OF LINE OF SPONSORING: The Company will not permit any change in the line of sponsorship. If you wish to change sponsorship you will be required to terminate your membership in writing. You may rejoin with the sponsor of your choice after a period of six (6) months. Your previous status will not be reinstated, and you will need to requalify for Supervisor, Manager or Executive status as per the Compensation Plan. Your downline will also be forfeited.
- This Agreement is personal to the Member and the Member’s interest in this Agreement cannot be assigned or transferred without the prior written consent of the Company.
- To present and market the Product and Business Opportunity ethically and professionally and to use their best endeavours to promote the sale of the Product on a continuing basis.
THE MEMBER AGREES NOT TO
- Member agrees not to:
- Sell or otherwise provide the Products to non-Members who intend to resell them.
- Sell or attempt to sell the Products through any retail outlets, markets, online trading sites, commercial auction or marketplace sites, or otherwise. Products may be sold through Pharmacies, Medical Professionals’ or Nutritionists’ premises provided they have a consultation room. Physical products are not authorised to be displayed in the public arena. They can recommend the product but service the customer from non-displayed stock.
- Suggest expressly or by implication that the Products have any similarity to any other goods made by other Manufacturers.
- Make any claims, statements, representations or warranties regarding the Products or regarding the Company except that which is contained in these Terms and Conditions.
- Do anything that would otherwise bring, or be likely to bring, the Company into disrepute or cause, or be likely to cause, disharmony amongst the network or disadvantage others The Company recommends to sell products at the Recommended Retail Price (RRP). The intention is to create a global level playing field for all Members.
- Use their organisation including (but not limited to) their Upline, Downline and customer base to sell, or promote the sale of, any other non-New Image™ goods or services whatsoever.
- To pay the Company for all Product orders prior to dispatch of such orders. The Company reserves the right to place any unpaid Product orders on hold and not to process them, until such time as they become paid.
- New Image™ is not obliged to accept any membership application or Product order including (but not limited to) where the delivery address is the same for more than one Member or non-Member. The Company cannot deliver products to any PO Boxes.
- Any orders to be sent directly to your customers (drop ship) cannot exceed six (6) units of the same (identical) product per month. Drop ship products are for personal use only and cannot be resold.
- Not to submit any orders in the name of any other Member without the express written approval of that Member (Ordering Member). For the avoidance of doubt, where an order is placed on behalf of an Ordering Member, any commissions owing in respect of that order will be paid to the Ordering Member.
- Not to use theirs or any other organisation including (but not limited to) their Upline, Downline and customer base to sell, or promote the sale of, any other non-New Image™ goods or services whatsoever or induce any Member to buy or be involved in any other venture or products.
- Not to purchase the Products or services in unreasonable quantities solely for the purpose of qualifying for advancement in the Company’s Compensation Plan and that failing to uphold this policy in training as well as in building a business could result in the termination of the Agreement. In placing a new Product order the Member certifies that, of all Products previously supplied to the Member, seventy percent (70%) of those Products have been re-supplied to or received by customers for consumption. In some countries the holding of inventory is prohibited. Commercial quantities cannot be shipped outside the country of purchase as products may not conform to overseas regulations for labels, formulas etc.
- Any paid orders received after month end (close off) cannot be included for status or commissions.
TRADEMARKS & INTELLECTUAL PROPERTY
- They will not:
- Make any modification or tamper with the Products, the packaging, the label or the product identification codes.
- Alter, remove or tamper with any label or trade marks in any way which might prejudice their distinctiveness or validity or the goodwill of the Company; or
- Use any trade marks of the Company without an express license to do so.
- They have no rights in any trade mark or trade names used by the Company in relation to the Products or the goodwill associated therewith and that, except as expressly provided in the Member Application, they shall not acquire any rights in respect thereof and that all such rights and goodwill shall remain vested in the Company.
- Not to use the New Image™ name, trade mark or Product trade marks without the prior written approval of the Company. Where permitted, any use of the New Image™ name, trade marks or Product trade marks in promotional materials by Members must be accompanied by the words ‘Independent Member’. In addition, the Member agrees not to produce, sell, distribute or use any video, sound recording or digital or printed material, or use any photocopied or reprinted literature which is not supplied by the Company, other than personal stationery, without the prior written approval of the Company.
- Rights in all advertising and materials approved by the Company shall become the intellectual property of the Company and will become available to all Members for their use. The Member hereby assigns to the Company all such rights and any rights they may obtain in the future in such advertising or materials.
REFUND & EXCHANGE POLICY
- The Company to honour Member refund requests in accordance with the Company’s Refund Policy.
- The Member has the right within a period of fourteen (14) days in New Zealand (or specified number of days relevant to your market), of entering into this Agreement to cancel the Agreement without penalty by written notice of termination and to return any Products purchased within that period and which remain unsold provided that such goods are in the same condition as at the time of purchase and to require the Company to refund all monies paid in respect of such Member Products. The Member must ensure that it passes on this right to its end customers.
- Without limitation to any rights permitted at law, the Company will refund the cost of any Product subject to the following conditions:
- Only initial purchases can be returned for a refund as per clause 37.
- Proof of Purchase (New Image™ Invoice) must accompany the goods.
- The goods are to be returned in original packaging and must be in the same condition as at the time of purchase and have not less than half of their shelf life remaining, as at the date of receipt by the Company.
- All shipping and freight charges are at the Member’s expense.
- Upon cessation of the Agreement: Returned goods must have been purchased within the 12-month period preceding the cessation and a handling charge of 10% will be deducted.
- Products with PV awarded against them will be adjusted accordingly against your account.
- During the cooling off period under clause 37: The Company receives notification of the Member’s Resignation in writing within Fourteen (14) days in New Zealand (or specified number of days relevant to your market), of the date appearing on the initial invoice.
- Where a Product does not comply with any statutory guarantee under either the New Zealand Consumer Guarantees Act 1993 or its equivalent provided under local law, both the end customer and the Member may be entitled to a replacement or full refund (including shipping costs). Where permitted by law, the Company may be entitled to deduct a handling fee from any refunds.
- The Member understands and agrees that bonuses or commissions paid within the preceding 120 days on Products returned by Members in their downline may be deducted from their account with the Company at any time where a Member in their downline terminates their Agreement or is terminated by the Company.
- That the Company may withhold the payment of all or part of any commissions or other monies due to the Member to offset any monies that may be due and payable to the Company by the Member, including where any Products are returned to the Company in accordance with these Terms and Conditions. In this instance it represents a non-sale and all commissions will be clawed back.
- The Company charges a management service fee of 5% of their monthly commissions (maximum fee NZD100 or as what is applicable in each market) and the Company shall, in consideration of the service fee, supply:
- Access to the digital business platform.
- Complete organisation tracking, analysis and reporting tools.
- Business and product training and Personal development programme.
- Extensive resource library.
- A personalised New Image™ website to retail to customers.
- Monthly statements of personal commission tracking the Member’s entire New Image™ network.
- That Royalty and other bonuses which may not form part of the official Compensation Plan are paid at the Company’s discretion and recipients must be personally present at the prescribed time at the convention at which the recognition is presented to collect such items, or forfeit the right to receive them. The Company reserves the right to review all Compensation Plan incentives from time to time.
THE COMPANY AGREES
- To make available to the Member quality Products.
- To use its reasonable endeavours to supply the Member with all Products ordered by the Member.
- To promptly pay all commissions due to the Member by the 15th of the month following the month in which the commissions accrued.
COMMUNICATION & ADVERTISING
- General: Due to the unique way we conduct our business, various means and methods of communication are required. The communication methods of choice that the Company utilises are (but are not limited to) email, Social Media, website, phone, and postal. The parties agree that any communication from the Company is not deemed as unsolicited.
- Including but not limited to obligations in respect of intellectual property, a Member may use Social Media to communicate information about the New Image™ business or the Member’s involvement in it, provided however that:
- Members using Social Media as part of running their New Image™ Business must clearly and visibly identify themselves by both name and as an Independent Member.
- Each Member is responsible for compliance with the rules of each Social Media platform.
- All content posted on Social Media must comply with these Terms and Conditions and Rules of Conduct.
- All content posted on Social Media must otherwise be prepared and published in a manner that is responsible and professional.
- All postings must be truthful and accurate; and
- Members may only use the Company names and trade marks in a manner that clearly identifies them as an Independent Member. Unauthorised uses are for example New Image™ Wellness, New Image™ Colostrum Company, Alpha Lipid™ Lifeline™ Specialist, etc.
- That, where the Company believes (in its sole discretion) that if clause 48 has been breached, the Company may demand in writing that any content posted on Social Media be amended or otherwise deleted. The Member acknowledges and agrees that failure to comply with a demand under this clause would bring, or be likely to bring, the Company into disrepute
- Information Security: The Company undertakes to ensure that any information provided by Members will be securely stored and only used by the Company for the purposes of the maintenance and development of the New Image™ business. Any information provided by Members will not be used or passed on to any other third party without the expressed permission of the Member concerned.
- Unsolicited Messages: No Member shall send, transmit, or otherwise communicate any unsolicited electronic mail messages (Spam) in whatever format to persons with whom the Member does not have a pre-existing business relationship with and who has not consented to receiving such messages from the Member. This includes, but is not limited to, sending e-mails, Social Media, mass SMS messages, purchasing mailing lists, ‘safe lists’, or other lists of individuals or entities with which the Member does not have a relationship with. For the avoidance of doubt, the Member acknowledges and agrees that a breach of this clause would bring, or be likely to bring, the Company into disrepute.
- Information Collection: Each Member shall adhere to all of the privacy laws that it is subject to, and ensure that it only collects personal information or data that is strictly necessary for the purposes of conducting their Individual Business. In addition, each Member shall use its best endeavours to ensure that any personal information it holds is stored safely and securely, and is only shared with third parties where it has the express consent of the person to which the personal information relates. For the avoidance of doubt, the Member acknowledges and agrees that a breach of this clause would bring, or be likely to bring, the Company into disrepute.
- Privacy Compliance: The Member agrees to make themselves familiar with and to comply with the provisions of all of the Privacy laws that it is subject to.
- Website Approval: All websites developed by or on behalf of Members for the purpose of their Independent Business (Website), must be submitted to the Company for review and approval (at its sole discretion), prior to the website becoming publicly available. All Websites are subject to and must comply with the Terms and Conditions below and ensure that all content on the website is accurate and truthful.
- Cost: For the avoidance of doubt, Websites developed by or on behalf of Members are at the sole cost of the Member.
- Compliance with Local Laws: Websites are to be operated and maintained in compliance with all local country laws, regulations and each Member confirms that its Website will not breach the intellectual property rights of any third party. Members should clearly specify that their country’s local law and jurisdiction applies with respect to the Website.
- Fair Business Practices: A Members shall not make any representations in their Website that expressly or imply in any manner to guarantee success in any aspect of the New Image™ International Business Opportunity. In addition, Members shall not make any income representations, plan depictions, or any other representation or omission that is false or likely to be misleading or deceptive, and which cannot be substantiated. Language which, in the opinion of the Company, reflects poorly on the New Image™ Business Opportunity is not permitted. For the avoidance of doubt, the Member acknowledges and agrees that a breach of this clause would bring, or be likely to bring, the Company into disrepute.
- Domain Names and Email Addresses: Domain Names for Websites or email addresses used by Members as part of their Independent Business must not be deceptive or misleading or violate the Terms and Conditions or Rules of Conduct (for example, ‘easymoney.com’ or ‘nosellingrequired.com’). Members may not use corporate trade marks or service marks, or any variation likely to cause confusion with a corporate trade mark or service mark, in their Website address or email address (for example, ‘newimage.DO.com’).
- Promotions & Testimonials: All Promotions and Testimonials, not already sanctioned by New Image™, must have the prior approval by New Image™ before publishing.
THE COMPANY RESERVES THE RIGHT
- To terminate or suspend the Agreement at any time by written notice for any one or more of the following:
- A breach by the Member of any of the provisions of the Agreement and/or these Terms and Conditions.
- If the Member engages directly or indirectly in any conduct prejudicial to the Company or the marketing of the Company’s Products or if the Member causes, or is likely to cause, in the Company’s sole opinion, the Company, its business or any of its Members to be brought into disrepute or to a disadvantage.
- If the Member supplies false information in its Application at the time of original registration or in its annual renewal of the Agreement.
- If the Member does not at all times conduct themselves and their business in an ethical, legal, moral and financially competent manner and otherwise in accordance with the terms of the Agreement and the Rules of Conduct.
- To make any changes in the content, description, range and formulation of the Products, including any changes in the marketing strategy, Compensation Plan, prices and PV and Rules of Conduct from time to time and any such change shall take effect from the date decided by the Company. The Company will notify Members of such changes by communications such as but not limited to email and / or notifications on the Website.
- Liquidated Damages: The Member agrees and acknowledges that because of the difficulty or impracticability of measuring the resulting damages should the Member breach the provisions of clause 13 and 15, in addition to any rights or remedies the Company shall be entitled to the amount of NZ$5,000.00 for each identifiable and severable breach, which shall be payable to the Company.
In addition to the foregoing liquidated damages, the Company shall be entitled to recover lost profits and other economic damages should the Member breach the provisions of this Agreement.
- The waiver by the Company of any breach or non-enforcement by the Company of any of the terms of the Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed to be a waiver of any subsequent breach.
- In the event of any conflict between these Terms and Conditions, Rules of Conduct, the Compensation Plan and any other document issued by the Company and forming part of the Agreement from time to time the provisions of these Terms and Conditions shall prevail.
- If at any time any provision of the Agreement shall be found to be illegal, unenforceable or invalid in whole or in part the remaining portions of such provisions and other provisions of the Agreement shall continue to be binding and in full force and effect.
NOTICE OF TERMINATION
- All notices to be served under the Agreement shall be sent in writing by reasonable methods including but not limited to email or post, and in the case of post, shall be deemed served five (5) days after posting.
- The Company shall not be liable for non-performance of its obligations under the Agreement due to circumstances beyond its reasonable control, including but not limited to, due to government actions, epidemic and pandemic.
- The Agreement and all rights and obligations hereto shall be governed and construed in accordance with the laws of New Zealand and the parties hereto hereby submit to the non-exclusive jurisdiction of the Courts of New Zealand. Where despite the parties’ intention to have New Zealand laws apply to this Agreement the laws of the jurisdiction in which the Member is ordinarily resident require that the laws of that jurisdiction apply, this Agreement shall be governed and construed in accordance with such laws.
Members should never imply that there is a minimum or maximum average income that Members can earn. In explaining the New Image™ Business Model, remember that everyone is different, and the amount of personal success is fully dependent on the effort and dedication each individual is prepared to apply to their own Independent Business. Every Member deals directly with, and buys directly from, the Company. Therefore, there is no reason for a Member to be purchasing Product in any quantities other than what is necessary to cover personal use and personal sales.