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Independent Affiliate Contract

Independent Affiliate Contract
This contract is made between UNIVERTEAM LTD, with its principal headquarter office located at #604,
Tower A, New Trade Plaza, 6 On Ping Street, Shatin, N.T., Hong Kong, VAT 1966222, (hereinafter referred to as
“UNIVERTEAM”) and the User/Affiliate (hereinafter referred to as “Independent Affiliate”).
This contract stipulates the terms and legal conditions that apply to the use of the Site by the Independent
Affiliate, and of each Platform of the Independent Affiliate for the purchase, distribution, promotion and/or the use
of any products or services of UNIVERTEAM (hereinafter referred to as “Offers” or “Products”).
The parties hereto agree to enter into this Independent Affiliate Contract ("Contract").
The use, as an Independent Affiliate, of the site and all information, data, text, software, information,
images, sounds or other materials therein, or the use or purchase of any other Offers by the Independent Affiliate
confirms his/hers unconditional binding to the terms of this contract.
This contract and the privacy policy of UNIVERTEAM (“Privacy Policy”) and any other terms and policies
in it and referred to (collectively, as “Other Policies”), constitute the entire agreement between the Independent
Affiliate and UNIVERTEAM relating to the subject matter of this agreement and supersedes all other agreements,
understandings, negotiations and discussions, whether oral or written.
The present contract shall be governed by the following clauses and conditions:
The purpose of this contract is the nonexclusive registration and accreditation of the Affiliate as an
INDEPENDENT AFFILIATE, in the European territory. The Independent Affiliate must have Internet access
and pay for service fees associated to that access to use the Site. Furthermore, the Affiliate must obtain all
the equipment necessary to access the Internet. The affiliate is and will remain solely responsible for the
purchase, connection, installation, termination, operation and maintenance of any hardware, software,
telephone service (cable or other), and the Internet access service for his personal computer, and for all
related costs and expenses. The Affiliate is solely responsible for the detection of computer virus in his/her
hardware and software and all other problems related with the malfunction or failure of the hardware or
software related to the use of the Site or the Offers.
1.1.1. The activities permitted to the Affiliate consist of: (I) purchase of products and services (Offers) on
his own behalf, for his personal use and demonstration to third parties, against payment of the
established price for the Independent Affiliate, stipulated and occasionally modified by UNIVERTEAM at
its sole discretion; (II) indication to third parties to purchase Products directly from UNIVERTEAM, through
participation of the AFFILIATE in the Bonus Scheme of UNIVERTEAM and (III) indication to third parties
to register as new Independent Affiliates of UNIVERTEAM, forming a network of Independent Affiliates.
1.2. The Affiliate states and acknowledges that:
a) He/she will act independently in regards to the activities elaborated in the terms of this contract;
b) This contract shall not be construed to create employment, commercial representation, or any other type
of relationship or subordination between the Affiliate and UNIVERTEAM.
There is no minimum quantity for purchase of Products, quotas for indication of third parties, stipulated
place of activity or methods of products demonstration;
d) He/she has total freedom to determine his/her timetable and to manage his/her activities, it is important to
stress that it is not up to UNIVERTEAM to determine the place for development of those activities;
e) Complying with the Code of Ethics and Procedures does not constitute any type of subordination to
UNIVERTEAM, but simply a condition of adherence to the business;
He/she is fully responsible for the expenses arising from the activities described in this contract;
g) He/she is only considered AFFILIATED after the Independent Affiliate Contract is validated and
registered in the database of UNIVERTEAM.
1.3. The Affiliate further acknowledges that, neither him, nor any other third party that may have been indicated in
the terms of clause 1.1.1., is an employee, representative, commercial, agent, partner, representative or
franchisee of UNIVERTEAM, and that UNIVERTEAM does not have any obligation to pay a salary, labour
expenses, social security or any other type of benefits resulting from an employment relationship, namely health
insurance or workers compensation, or any other payments mandated by law or by contract, to any employee
that may be contracted by the AFFILIATTE to develop activities related to this Contract.
2. Registration as Independent Affiliate of UNIVERTEAM and Amendments)
2.1. To begin the enrolment process as an Independent Affiliate of UNIVERTEAM, the Affiliate must:
a) Read and agree with the terms of this contract;
b) Correctly complete the online Registration form;
c) Acknowledge that he/she knows the code of conduct and the rules of distribution of UNIVERTEAM,
which require a minimum period of 01 (one) year of inactivity regarding a distribution contract previously
entered into, and thus declaring that the referred period has lapsed;
d) Choose one of the below options: e.g.1) KIT JUNIOR; e.g.2) KIT SENIOR; e.g.3) KIT MASTER, and
declare that he/she has read and understands all the items of the “UNIVERTEAM Manual”. (note: the
specifications for each KIT is detailed in the UNIVERTEAM Manual);
e) Acknowledge that he/she is not basing the financial results that he/she may eventually achieve on any
UNIVERTEAM declaration;
Be aware that the UNIVERTEAM manual contains the Distributors Code of Conduct Policies and the
Marketing Plan, and that those documents and all other regulations and policies published by
UNIVERTEAM, or that may be published in the future, together with modifications and amendments
made by UNIVERTEAM from time to time at its discretion (collectively, the Rules of Conduct), are
incorporated in the present Contract (each in its most recent published manner).
2.2. All information and resources included in the site are subject to change at any time without prior notice.
2.3. When accessing the present Site (in so far as connection is admissible), the Affiliate assumes the risk that
the information therein may be amended or removed.
2.4. UNIVERTEAM reserves the right to, at any time:
a) Amend the terms and conditions of this contract
b) Expand, add, modify or discontinue the Site or other Offers or Products, be it in total or partially,
at any time, at its sole discretion.
2.5. UNIVERTEAM reserves the right, at its sole discretion, to modify, update, add, remove, review or in any other
form amend any part of this contract, as a whole or any part thereof, at any time.
2.6. For the amendments to this contract that UNIVERTEAM considers to be substantial, it will post a notice in the
main page of the Site to be read as “Updated Terms of Use”, for a reasonable period of time. If the Affiliate
provides information to UNIVERTEAM, accesses or uses the Site, or participates in any Offer or acquires any
Product after any such changes to the Contract, the Affiliate will be considered as having read, understood and
unconditionally consented and agreed to such changes.
2.7. The Site and/or the Offers or Products, as a whole or part thereof, may be expanded, amended or
discontinued at the sole discretion of UNIVERTEAM, in which case any expansions, additions or amendments to
the Site or Offers are subject to this Contract.
3. Rights and Obligations of the Independent Affiliate of UNIVERTEAM
3.1. The following constitute the rights of the Affiliate:
a) To obtain, at an Affiliate´s price, the products and services marketed by UNIVERTEAM;
b) To Indicate new Independent Affiliates that are interested in registering with UNIVERTEAM and receive
bonus on purchases in case of the indications made by them;
c) To act with complete autonomy in his/her organization.
3.2. Among others provided in this Contract, the obligations of the Affiliate are:
a) To meet the specifications set out in the Manual;
b) To develop his/her activities with ethics;
c) To ensure the good name of UNIVERTEAM and its brands, not undertaking any action which could
compromise the UNIVERTEAM reputation and/or the other Independent Affiliates;
d) Not making any alterations to the Products, its packaging, or in any advertisements or materials related to
e) Not making any declarations, nor offer any guarantee with regards to the Products;
Not distributing or marketing any material provided for the development of his/her activities, without prior
written consent from UNIVERTEAM.
g) Not reproducing any product of UNIVERTEAM;
h) Fulfilling his/her tax obligations in effect, arising from the execution of this contract.
3.3. The AFFILIATE must be over 18 (eighteen) years, which he/she hereby declares and guarantees that he/she
is eighteen (18) years or older.
3.4. Certain resources of this Site (including, without limitation, the user registration) and certain Offers may be
subject to age-based restrictions or other requirements.
3.5. The products and/or services of UNIVERTEAM and/or of “Marketplace” of UNIVERTEAM and the opportunity
of UNIVERTEAM business may not be offered, dispatched or sold in any country outside those countries which
have previously been authorised by UNIVERTEAM.
3.6. Taking into account that UNIVERTEAM is expanding its sales in other markets, it’s the Affiliates duty to check
the changes from time to time;
4. Product prices and Bonus Payment
4.1. The price of the Products are those fixed in the price list of UNIVERTEAM, valid at the time of purchase of
the Products by the AFFILLIATE, for which UNIVERTEAM guarantees the quality of any product that has the
UNIVERTEAM brand and certifies that the products manufactured by it and/or sold meet the consumer standards
in effect in the country of marketing.
4.2. UNIVERTEAM confident that its clients consider its products satisfactory, without prejudice and if for any
reason a client is not completely satisfied with any UNIVERTEAM product, an exchange can be made, or a
reimbursement, by the independent distributor, within thirty (30) days counting from date of receipt of products,
that does not apply to any product intentionally damaged or misused.
4.3. UNIVERTEAM reserves the right to withhold taxes imposed by law.
5. Confidentiality and Intellectual Property
5.1. The Affiliate acknowledges that UNIVERTEAM retains all rights of ownership of intellectual property of the
Products, advertising and copyrighted material and has permission to use the trademarks solely for the purpose
of the activities described in this Contract.
5.2. The Site and all its contents, present or future, including without limitations, articles, opinions, other texts,
guides, photographs, illustrations, images, video clips or audio and copy of adverts, as well as trademarks,
copyrights, logos, domain names, codes, trade names, service marks, patents and all other materials subject to
industrial property rights or copyrights (including source and object code) and/or any other form of intellectual
property (collectively, the “Material”), are property, or licenced to UNIVERTEAM, or other third parties duly
authorised and are protected from unauthorised use.
5.3. Unless expressly authorized in writing by UNIVERTEAM, the Affiliate shall not capture, reproduce, execute,
transfer, sell, license, modify, create derived or based works, republish, reverse engineer, upload, edit, post,
transmit, display advertisements, structure, connect, distribute or explore, as a whole or part thereof, any of the
Material contained in the Site.
5.4. Nothing contained in this Contract, or in the Site, should be construed as granting, by implication, interdiction
or any other manner any license or right to use any Material, unless UNIVERTEAM gives prior written consent.
5.5. The use of the Material not allowed or unauthorised in the terms of this contract, will be considered a violation
and the perpetrator will be subject to civil liability.
5.6. The AFFILIATE agrees to not interfere (or allow the use of his/her affiliation for interference by any third
party) in the normal process or use of the Site by other members, including, without limitation, trying to access
administrative areas of the Site.
5.7. The Affiliate undertakes to report any violation of this contract by other Independent Affiliates he/she signed
5.8. UNIVERTEAM reserves the right to add, alter, discontinue, withdraw or suspend any Material at any time,
without notice and with no responsibility resulting therefrom.
5.9. The AFFILIATE is not authorized to use UNIVERTEAM brands in advertising or printing, without prior and
express authorization from UNIVERTEAM.
5.10. The Affiliate shall not, without prior and express consent from UNIVERTEAM, use any of UNIVERTEAM
brands as part of his/her trade name, corporate name, business title or domain name in the internet.
5.11. The AFFILIATE undertakes to protect and keep confidential any information he/she may have access to
through this Contract including, but not limited to: (a) Products information; (b)Products prices; (c) lists of affiliates
and clients of UNIVERTEAM; (d) business and operation methods of UNIVERTEAM; (e) Bonus policies; (f)
guidelines contained in the Manual, which in case of non-compliance of the confidentiality obligations herein,
UNIVERTEAM may take measures that it deems necessary to protect Confidential Information, without prejudice
to the right to request compensation for any losses or damages.
5.12. Upon request by UNIVERTEAM or on termination of contract, for any reason whatsoever, the AFFILIATE
will return to UNIVERTEAM, within 10 (ten) days, all and any Confidential Information and Material in his/her
5.13. The obligation of confidentiality regarding Confidential Information remains in effect even after termination of
this contract for any reason.
6. Responsibility of Affiliate
6.1. The Independent Affiliate shall be responsible and shall indemnify UNIVERTEAM for all claims, actions,
losses, damages and expenses, including, but not limited to, lawsuit costs, legal fees that UNIVERTEAM incurs
and that arise or are related with actions or omissions by the AFFILIATE that might constitute violations by
him/her of obligations in this contract.
UNIVERTEAM, its directors, employees, shareholders, representatives will not be civically or criminally
responsible for any damages caused by the AFFILIATE in the course of his/her activities, the Affiliate takes full
responsibility for his actions.
The AFFILIATE undertakes to not make any statement, oral or written, or in any manner that may cause
any damage to the reputation of UNIVERTEAM.
7. Personal Data and Image Use
The AFFILIATE expressly authorizes UNIVERTEAM to disclose to third parties, as a whole or part
thereof, the information contained in this Contract, or that arise in the course of his/her activities herein described,
including information of the AFFILIATE.
The Affiliate expressly authorizes UNIVERTEAM and its affiliates to use, reproduce, alter, publish and
license photographic materials and /or audio visuals that represent his/her image and/or record his/her voice, as
well as cite opinions expressed by the AFFILIATE, personal history, in total or part thereof, to be used in
promotions or by other means of advertising, without any right of remuneration for it use.
8. Duration and Resolution
8.1. This contract is entered into for a fixed term and shall be valid for 1 (one) year, as from the date of
registration of the AFFILIATE, renewable for equal periods, through the acquisition of a new Kit of products,
equivalent to the one obtained on the renewal date.
8.2. This contract can be terminated by any of the parties if:
a) The other party commits any violation of the obligations in this contract;
b) In case of insolvency or judicial and extrajudicial recovery of the other party;
8.3. In the event of termination or expiration of this contract, for any reason, no compensation or refund of any
amount paid will be due to the AFFILIATE.
8.4. The Affiliate may terminate this contract within fourteen days, as from date of conclusion of contract.
8.5. On termination of contract, in the terms of the preceding item, all material and merchandise received by the
AFFILIATE shall be returned to UNIVERTEAM, if the AFFILIATE wishes to keep the merchandise, the amount
payable shall be the existing price.
9. Transfer of contractual rights
The Affiliate shall not cede, sublicense or in any form transfer the rights and obligations resulting of this Contract,
without prior and express consent from UNIVERTEAM.
10. Contract Expenses
All expenses and administrative charges with the present contract and the Affiliate’s membership,
which are set at 25,00€, shall be borne by him/her and are non- refundable should the contract be terminated as
per the terms in clause 8.5 above.
11. Forum
It is hereby elected forum, the head office of UNIVERTEAM, to settle any issues related with this Contract.
12. Other Legal Provisions
If any provision of this contract is open to judicial or extrajudicial discussion, that provision shall be eliminated,
and the remainder of this contract shall have full force and effect.
On activating the register, the Affiliate declares to have read, understood and accepted the terms and conditions
in this contract, and agrees to fully comply with them, failure to do so will lead to the termination of this contract.
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