SECTION 1: INTRODUCTION
1.0 - Policies & Procedures and Compensation Plan Incorporated into
Team Member Agreement
The Policies and Procedures (P&Ps) and Compensation Plan, in their current form and as amended periodically at the sole discretion of Obsydien Limited (Obsydien) are incorporated into the Obsydien Team Member Agreement. It is the responsibility of each Obsydien Independent Team Member to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies. The most current version of the P&Ps is available online through the Team Member Virtual Office/Replicated Website. Obsydien reserves the right to amend the P&Ps at its sole discretion. Notification of amendments shall be published by electronic mail (e-mail) and/or posting in the Team Members Virtual Office/Replicated Website. Any amendments to the P&Ps shall only apply prospectively, not retrospectively. By executing the Obsydien Team Member Agreement, each Team Member agrees to abide by all amendments or modifications Obsydien makes. The continuation of an Obsydien Team Members business following the posting effective date of amended P&Ps, including but not limited to a Team Member ’s acceptance of compensation under the Compensation Plan shall constitute acceptance of all amendments to the P&Ps.
1.1 - Purpose
The Purpose of the P&Ps is to define the relationship between Obsydien and the Team Member, to set standards of acceptable business practices, and to support Team Members in building and protecting their Obsydien direct selling businesses in a manner that is in compliance with these P&Ps. Any violation of the P&Ps may result in disciplinary action including probation, suspension and/or termination at the sole discretion of Obsydien.
1.2 - The Agreement
Together the Team Member Agreement and the P&Ps, as they may be amended, constitute the contractual agreement (“Agreement”) between Obsydien and each Team Member. The Agreement sets forth the entire Agreement between Obsydien and the Team Member and supersedes any and all prior oral or written agreements or understandings between Obsydien and the Team Member, including any representations by Obsydien or its Team Members is not explicitly made in the Agreement or in official publications. The Agreement may not be altered or amended, except as provided in the P&Ps. Should any discrepancy exist between the terms of the Obsydien Team Member Agreement and the P&Ps, the terms of the P&Ps will prevail.
1.3 - Agreement Term and Renewal
The Agreement has a term of twelve (12) months beginning upon acceptance of the Agreement by Obsydien. At the end of the term, the Agreement will automatically be renewed for an additional twelve (12) month term, unless either party gives written notice of its intent not to renew or terminate this Agreement or the Agreement is terminated pursuant to Section 16.2 Obsydien reserves the right to charge a renewal fee.
1.4 - Waiver
Obsydien never forfeits its right to require the compliance of a Team Member with the terms of the Agreement, or with applicable laws and regulations governing business conduct. No failure by Obsydien to exercise any right under the Agreement or to insist upon strict compliance by a Team Member with any obligation or provision of the Agreement shall operate as a waiver of Obsydien’s right to demand exact compliance with the Agreement. The existence of any claim or cause of action of a Team Member against Obsydien shall not constitute a defense to Obsydien’s enforcement of any term or provision of the Agreement.
1.5 - Provisions and Severability
Any provision of the Agreement that is judicially invalidated or otherwise rendered unenforceable in any jurisdiction is ineffective only to the extent of such invalidation or unenforceability in that jurisdiction, and only within that jurisdiction. Any prohibited, judicially invalidated or unenforceable provision of the Agreement is severable and will not invalidate or render unenforceable any other provision of the Agreement, nor will such provision of the Agreement be invalidated or rendered unenforceable in any other jurisdiction. In the event any provision of the Agreement is deemed invalid or unenforceable in any particular proceeding, such provision shall be reformed to effectuate its original intent and purpose to the fullest extent possible.
SECTION 2: BECOMING AN INDEPENDENT OBSYDIEN TEAM MEMBER
2.1 – Requirement to become a Team Member
- a) Be at least 18 years of age
- b) Be legally authorised to work in the United Kingdom or Country you reside in and do business in
- c) Not be in jail or prison or confined in a correctional institution
- d) Complete and submit an Obsydien Team Member Agreement that is accepted by Obsydien. Note, Obsydien reserves the right to accept or reject a Team Member’s application
2.2 – Rights and Privileges of a Team Member
- a) Purchase Products directly from Obsydien;
- b) Participate in the Obsydien Compensation Plan (receive commissions and bonuses, if eligible);
- c) Sponsor other individuals as Team Member’s, and build a downline organisation;
- d) Receive Obsydien communications and literature;
- e) Participate in Obsydien-sponsored training, motivational and recognition events upon meeting qualifying criteria and payment of appropriate charges, if applicable;
- f) Participate in Obsydien-sponsored incentive trips and programs, if eligible.
SECTION 3: CODE OF ETHICS
Obsydien has established this Code of Ethics and Principals as a standard of the highest levels of professional conduct and behaviour to be followed building your Obsydien business. Each Team Member agrees to follow and abide by the following code of professional ethics. As an Obsydien Team Member, I agree that:
- a) I will operate my Obsydien business in a lawful, ethical and professional manner and in compliance with the Direct Selling Association UK’s Code of Ethics (http://www.dsa.org.uk/codes-of-ethics). I will avoid all misleading, deceptive, illegal and unethical practices.
- b) I will not engage in any activity that would harm the reputation of Obsydien or its affiliates and shall not make disparaging statements about Obsydien, any of their employees or other Team Member’s.
- c) I will abide by all national, local, provincial or principality laws and regulations governing the marketing and sale of products of Obsydien.
- d) When I attend any Obsydien events including award ceremonies, banquets, promotions and reward trips, I will conduct myself with etiquette and in a professional manner that upholds the high standards of Obsydien.
- e) I will be truthful when marketing and selling all products and soliciting Team Member’s or Customers.
- f) I will not make any diagnostic, therapeutic or curative claims for any Obsydien product. I will not make any claims that are not approved and contained within official company literature. I will be aware that people may interpret my own personal experiences as an “extension of product claims” if I use those experiences as a sales device.
- g) I will honour the Company’s one hundred percent (100%) satisfaction, thirty-day (30) money back guarantee when dealing with Customers or Team Member’s.
- h) I will not make any income claims or representations regarding the Compensation Plan, outside of the Obsydien official income Disclosure Statement. I am aware that no organisation grows in a perfect progression and it is impossible to predict incomes. A Team Member’s success depends on many variables and that it is up to each individual’s efforts to determine their success.
- i) I will always conduct myself in an honest, fair manner being respectful of all people, including professionals of other network marketing companies.
SECTION 4: OPERATING AN OBSYDIEN BUSINESS
4.1 – Identification Number
All Team Members will be assigned a unique identification number (“ID”) for the purpose of their Obsydien business. The number shall be placed on all orders and correspondence with Obsydien.
4.2 – Business Activities
Team Members are self-employed, non-exclusive independent contractors and are solely responsible for their own business activities, decisions and expenses, which result from their business operations. These expenses may include, but are not limited to, licenses or permits required to operate their business, legal fees, telephone expenses, travel expenses, advertising and tax. Team Members are prohibited from signing or entering any agreement, opening any bank account, securing credit or making purchases in the name of or on behalf of Obsydien or its affiliates.
4.3 – No Exclusive Territorial Rights/Restrictions on Solicitation
Team Members are not granted any exclusive territory in which to conduct their business, nor shall any Team Member imply or state that they have an exclusive territory for sales or sponsoring purposes. Each Team Member will have the right to conduct business in the locations authorised by Obsydien, without exclusivity. Team Members may solicit customers or Team Members only in geographic locations designated in writing by Obsydien. Team Members may only market, solicit or sell the products designated in writing by Obsydien.
4.4 – Tax
Team Members are independent business owners and will not be treated as a franchise owner, or employee of Obsydien for tax purposes. Each Team Member is solely responsible for payment of self-employment, social security, income and other taxes as required by law. No taxes are deducted from any commission and/or bonus payments.
SECTION 5: ACCOUNTS
5.1 – Team Members Address
The address listed on a Team Member’s Agreement will serve as the Team Member ’s mailing address for all purposes and must be either the Team Member’s primary residence or business address. If the mailing address listed on a Team Member ’s application is identical to the mailing address utilized by other Team Member’s, all Team Member’s utilizing such identical address may be required, at Obsydien’s sole discretion, to furnish additional information to Obsydien. Team Members must report any change of address, telephone number or email address by, emailing Support Service at email@example.com, or by updating their information in the Team Members virtual office. All parties must sign written notification of an address change when a Team Member position is owned by more than one individual (e.g., husband and wife). The Team Member will be placed on inactive status if mail is returned to sender because Obsydien has not been informed of an address change.
5.2 – Multiple Positions Prohibited
A Team Member may not own, operate, or have an interest in more than one Team Member position except as expressly stated herein. Multiple positions as a Team Member may be permitted upon written approval by Obsydien only as follows:
- a) An individual is an uncompensated member of the board of directors of a charitable foundation or a non-profit corporation that is also an active Team Member;
- b) Team Member inherits a Team Member’s position; or
- c) Obsydien in its sole discretion, waives the multiple-position policy under our re entry scheme. Such waiver shall be specific and must be expressly granted in writing, and only will apply to the Team Member directly waived from the prohibition.
5.2.1 – Enrolment of Spouses
Spouses can sign up as Team Members
- a) a single Team Member – Joint Account (example: John and Jane Doe); b) As individual Team Member positions with the same sponsor; or c) One spouse may personally sponsor the other (example: John Doe personally sponsors Jane Doe).
The term ‘spouse’ used in these P&Ps is deemed to include common law couples, and all terms and conditions herein affecting spouses, shall apply equally to common law spouses, with such terms being amended as required to accommodate common law spousal situations (including the provisions herein relating to marriage and divorce). A husband and wife, whether operating as a single Team Member (Joint Account) or each with his or her own positions, represent to Obsydien that each of them (i) is jointly bound by the terms of the Agreement and these P&Ps; (ii) is responsible for any and all conduct by his or her spouse even if only one spouse is designated as a Team Member; and (iii) understands that if the spouse of any Team Member acts in a manner which would be a violation of the Agreement and/or these P&Ps, such a violation will be attributed to each of the Team Member position(s), and to both the husband and wife. Any Team Member and their Team Member may not have simultaneous beneficial interests in more than one Team Member entity, IE: a shareholder in a corporation that holds a Team Member position, cannot also hold an individual Team Member position.
5.3 – Divorce
Should a married couple operating a single Team Member position divorce, they may elect to continue to operate a single business in the same name as originally submitted, or they may provide Obsydien with a certified copy of the final decree of divorce which sets forth new ownership of the Team Member position. A completed Sale / Transfer document dated no later than ten (10) business days after the date of the final decree of divorce and a forty-five pound (£45) non-refundable processing fee is required for a transfer or sale. The Team Member position will retain its pre-divorce ownership and no changes to the Team Member position will be implemented until obsydien receives proper documentation.
5.4 – Fictitious and/or Assumed Names
A Team Member position may not be assumed using a fictitious or assumed name.
5.5 – Phantom Positions
A Team Member shall not provide false or invalid information on an Agreement. Placing another individual’s name or establishing phantom Team Member positions is a violation of the Agreement and these P&Ps and will result in the immediate termination of the Team Member Agreement, claw back and loss of all commissions, bonuses and other payments.
SECTION 6: BUSINESS AND LEGAL ENTITIES
6.1 – Legal Entities
A sole proprietorship, Team Member, limited liability company, corporation or a trust (a “Business Entity”) may become a Team Member subject to prior approval by Obsydien. However, no individual may hold an interest in more than one position. Equity owners, managers, officers, directors, trustees or beneficiaries of a Business Entity applying as a Team Member may not have been (i) a Team Member as an individual, or (ii) an equity owner (or holding any equity interest), officer, manager, director, trustee or beneficiary of another Team Member Business Entity within six (6) calendar months preceding the execution of the Agreement.
6.2 – New Business Team Member
To become a new Team Member as a Business Entity or to change the status to or of a Business Entity, the following must be provided to obsydien: a) A completed Agreement signed by an individual authorised by the Business Entity; b) A copy of the incorporation documents where the Business Entity is an incorporated entity, if applicable; c) A copy of a fully signed resolution authorising the Business Entity to enter into the Agreement; and d) A letter from the Business Entity designating one individual, who must be at least 18 years of age, as the responsible party for the Business Entity’s operations and sales.
SECTION 7: SPONSORSHIP
7.1 – Sponsor Support and Training
Team Members may sponsor other Team Members in any country in which Obsydien is authorised and open for business. Sponsors shall ensure that each new Team Member has received, has access to and understands Obsydien’s Agreement, the P&Ps and the Compensation Plan. Team Members must provide ongoing advice and support to their downline organisation and maintain regular communication and bona fide advisory support to Team Members in their downline. Team Members are encouraged to assist new Team Members in training and enrolling new Customers and other Team Members.
7.2 – Transfer of Sponsor
Changes are strongly discouraged and seldom permitted with the exception of pending legal action Both Team Members and Customers have three (3) days from their enrolment date to request a move to a different sponsor.
The exception to this rule will apply to Team Members who are in the holding tank, Customers who wish to become Team Members, or requests made due to pending legal action or other extenuating circumstances that warrant a move:
- A Team Member who is in a holding tank can request to be moved to another Sponsor in the same downline. No moves will be made to another organization.
- A Customer who upgrades their account to a Team Member account will have the right to request to switch their sponsor. This request will only be granted if made within three (3) days of switching their account from a Customer account to a Team Member account. Team Members can be their own Customer, but cannot have a separate Customer account under a different sponsor.
- In the rare event that a Team Member move is granted outside of the three (3) day window, only the Team Member making the request will be moved. The Team Member’s downline organization and Customers will not be moved.
In the event the move request is denied, a Team Member may re-join Obsydien under a new sponsor, only after a period of no less than six (6) months from the date that the Team Member’s relationship with Obsydien was voluntarily terminated or he or she failed to renew the Agreement. Although it is strongly discouraged and is seldom permitted, a Team Member may transfer to a different sponsor or sponsorship line, subject to the written approval of Obsydien, which may be withheld in its sole discretion, if the following conditions are met:
- a) If the transferring Team Member is within the same sponsorship group, notarized signatures are required from all Team Members that are or may be impacted by the move.
- b) If the transferring Team Member is outside the same sponsorship group, a notarized statement signed by all affected upline Team Members shall be submitted reflecting that each affected party understands and consents to the transfer.
- c) Any request for transfer of Sponsorship shall require;
- d) A written request for transfer explaining the exact reason for the requested transfer shall be submitted to Obsydien, and;
- e) Incur a fourty five pounds (£45) transfer fee payable to Obsydien
- f) The final approval of Obsydien, if granted, will apply only to the Team Member making the request and not the Team Member’s downline organization.
7.3 – Sponsor Disputes
The person whose name appears on the original Agreement submitted to Obsydien is the Sponsor. Obsydien reserves the right to review sponsoring practices.
SECTION 8: SALE OF PRODUCTS
8.1 – Terms of Products
Obsydien has the sole right to accept or reject Customer orders for products, to establish and change without notice the Customer’s prices of products and to establish the terms and conditions of their offering. Obsydien and its affiliates may discontinue offering or selling any product, without liability or obligation. Team Member’s may only offer products in accordance with rates and terms and conditions established by Obsydien, or its affiliates. Team Members may only use those means of marketing and selling of products that are acceptable to obsydien and its product providers, as specified verbally, in writing, or posted in obsydien’s website from time to time.
8.2 – Personal Purchases
Team Members are not personally required to become a obsydien Customer, purchase products, literature or sales aids (i) to become a Team Member, (ii) to receive commissions, bonuses or other remuneration under the Obsydien Compensation Plan, or (iii) move up in rank or status within the Obsydien Compensation Plan. The only mandatory payment to become a Team Member is enrolling in the Obsydien program. Team Members must not represent that there is any obligation to purchase products, literature or sales aids, nor shall they represent that bonuses, commissions or other earnings may be obtained solely from the purchase of such materials.
A Team Member may purchase products directly from Obsydien. Should a Team Member obtain products from the Team Member’s Sponsor or upline Team Member ’s personal inventory and a replacement product order is not placed and processed through Obsydien, no commissions or overrides, will be paid by obsydien on such transactions.
8.3 – Customer Qualifications
Commissions, bonuses and the advancement to levels in the Obsydien Compensation Plan are based on the sale of products to Customers. All forms of stockpiling are strictly prohibited including, but not limited to, purchases of products primarily for the purposes of qualifying for additional compensation. Obsydien recognises that a Team Member will purchase products for the Team Members personal use, however, Obsydien strictly prohibits the purchase of products in unreasonable amounts in an attempt to qualify for advancement in the Compensation Plan. Establishing a Customer account when the Customer does not intend to use the product is unethical and a breach of the Agreement and these P&Ps.
8.4 – Payment Options
Product purchases must be paid by credit card unless specifically stated otherwise by Obsydien. No orders will be shipped without prior payment.
8.5 – Purchases on Behalf of Others
A Team Member shall not use another person’s credit card when placing orders or place an order for a retail customer using the Team Member’s credit card. The purchase of products on behalf of another Team Member, retail customer or through another Team Member’s, retail customer’s ID number is prohibited. No Team Member may advance money or promise reimbursement to a prospect in order to solicit them to purchase products. A Team Member may not purchase or sell a retail customer from or to any other Team Member for any reason.
SECTION 9: OBSYDIEN OPPORTUNITY
Each Team Member begins with an equal opportunity for income. The Obsydien business presentation script is designed for Team Members to present the Obsydien business clearly and easily. Team Members understand and agree that only Obsydien corporate materials may be used in training sessions and business presentations. Team Members must present the Team Member and Customer opportunities as separate relationships, so that each prospect will choose only those relationships he or she truly desires. In presenting the Obsydien opportunity to potential Team Members, only those figures published by Obsydien and made available to Team Members for the specific purpose of sponsoring may be utilised. The use of other written or verbal income projections, actual Team Member commissions, all other income potential presentations whatsoever, or any other unauthorised materials are strictly prohibited.
9.1 – Earnings
All compensation paid to Team Members is based upon Retail Customer acquisitions and the related amount of products purchased by those customers. Obsydien makes no guarantees of income or claims of profits or success. Any success achieved is based solely upon a Team Member’s personal effort, commitment and skills. Team Members may not make income projections or income claims when presenting or discussing the business opportunity, Obsydien, its products, or the Obsydien Compensation Plan to a prospective Team Member or Customer. Hypothetical income examples that are used to explain the operation of the Compensation Plan, and which are based solely upon mathematical projections, may be made to prospective Team Members, so long as the Team Member makes it clear to the prospective Team Member that such earnings are hypothetical.
9.2 – Telephone Procedures
Team Members may not answer the telephone in any matter that gives callers a reason to believe that they have reached the corporate offices of Obsydien. Team Members may not answer the telephone by responding “Obsydien”, or by using any other form of this name.
9.3 – Events
Obsydien supports the practice of opportunity meetings, business receptions and training for the purpose of facilitating sales, as they are valuable tools when conducted with professionalism and integrity. Team Members may charge an entrance fee, but the total fees received must not exceed the reasonable cost of such meetings and trainings or special events; provided, however, no Team Member may charge a fee or request payment from a prospective Team Member or Customer. No meeting or training is allowed to create any profit to those Team Members conducting the event. Team Members sponsoring such events must keep a detailed registration list of all attendees and documentation of revenues and expenses. Obsydien, in its sole discretion, may attend and audit any event to ensure compliance with these Policies and may use recording devices in connection with such audits.
9.4 – Soliciting and Cross-Recruiting Restrictions
Team Members understand and agree that Customers procured on behalf of Obsydien, are Customers of Obsydien and its business Team Members. During the term of the Agreement and for one (1) year thereafter, Team Members may not:
- a) Directly or indirectly recruit Obsydien Team Members for other Network Marketing businesses or opportunity (a “Competing Activity”). The term recruit means the actual or attempted sponsorship, solicitation, enrolment, encouragement, or effort to influence in any way, either directly, indirectly (including but not limited to the use of a website or social media), or through a third party, another Obsydien Team Member to enrol in a Competing Activity. This conduct constitutes recruiting even if a Team Member ’s actions are in response to an inquiry or contact made by another Team Member.
- b) Otherwise solicit, divert, take away or interfere with any of the Customers, employees of Obsydien or its business Team Members.
- c) To terminate or alter his or her business or contractual relationship with Obsydien. Associate their Obsydien business activities with any non-Obsydien business opportunity, products, services, and other competing or inappropriate activities.
- d) Cross-recruit existing Team Members or Customers from other Sponsors and/or downlines to move to their team.
Not withstanding this prohibition, it is permissible for a Team Member to recruit his or her immediate family members during this twelve (12) month period for Competing Activities, even if those immediate family members are current Obsydien Team Members. Team Members stipulate that because Competing Activities are conducted in other countries, often through networks of independent contractors, and business is commonly conducted via the internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, Team Members agree that this non-solicitation provision shall apply in all countries in which Obsydien conducts business at the time the restriction is applicable. Team Members agree that the geographic scope applicable to this provision is reasonable and further waive any claim or defense that the non-solicitation provision is void or voidable based on the breadth of its geographic scope. Team Members stipulates that if he or she violates any part of this section, Obsydien will be irreparably harmed and calculation of the full extent of Obsydien’s damages will be difficult. Team Members therefore stipulates that Obsydien shall be entitled to immediate temporary, preliminary, and permanent injunctive relief against Team Members and all those acting in concert with him or her to prevent and enjoin any violation of this section. This remedy is in addition to any other legal remedies to which Obsydien may be entitled, including disciplinary sanctions under the Agreement and recovery of damages caused by a Team Member’s breach. The provisions of this section shall survive termination of the Agreement.
9.5 – Endorsements
Team Members may not make any claim that Obsydien or any of its products or services have been endorsed by any regulatory agency.
9.6 – Inventory Loading / Bonus Buying Prohibited
Obsydien prohibits bonus buying. Bonus buying is any mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that is not driven by bona fide product purchases by end user consumers and includes, but is not limited to, (i) purchasing products through a straw man, non-existent person or business entity or other artifice; (ii) the enrolment of individuals or business entities without their knowledge of and/or (iii) the fraudulent enrolment of an individual or entity as a Team Member or Customer; (iv) the purchasing of products or other items on behalf of another Team Member or Customer or under another Team Member; or Customer’s I.D. number to qualify for commissions or bonuses; or (v) the use of a credit card by or on behalf of a Team Member or customer when the Team Member or Customer is not the account holder of such credit card. Obsydien retains the right to limit the amount of purchases a Team Member may make if it believes, in its sole discretion that those purchases are made solely for compensation or qualification purposes instead of for resale or business building. Obsydien may revoke a rank advancement if it was earned in violation of this policy. Obsydien behaviours that Team Members may wish to purchase certain products for their own use and/or for retail sale. However, Obsydien strictly prohibits the purchase of products in unreasonable amounts and prohibits the purchase of products only or primarily to qualify or earn for compensation or to achieve a specific rank.
9.7 – International Sales
A Team Member who chooses to Sponsor internationally may do so, only in countries in which Obsydien has registered to operate its business and must comply fully with the Rules of Operation of a Team Member in that country. Any violation of this rule constitutes a material breach of this Agreement and is grounds for immediate termination of the Team Members position.
9.8 – Product Claims
Team Members shall make no claim, representation or warranty concerning any product of Obsydien except those expressly approved in writing by Obsydien or contained in the official Obsydien materials.
9.9 – Promotional Items
All promotional items that bear Obsydien’s name or logo shall be purchased solely from Obsydien or its approved supplier unless prior written permission is obtained from Obsydien.
9.10 – Telemarketing and Direct Mail Sales Programs
The obtaining of Customers and / or Team Members by means of telemarketing, unsolicited texting, or the obtaining of customers by use of blind mailing lists is strictly prohibited.
9.11 – Yellow Pages
Use of the Obsydien name in Yellow Pages or similar directory telephone number listings is strictly prohibited.
9.12 – Translations Prohibited
Obsydien strictly prohibits Team Members from translating any Obsydien – related materials from English into other languages. Obsydien and its Team Members could be exposed to fines and penalties should an incorrect translation adversely affect a customer’s ability to enjoy or benefit from a product.
9.13 – Price Changes
Prices for Obsydien’s products and literature are subject to change without prior notice.
9.14 – Receipts, Retail Pricing
Team Members may not sell Obsydien products for more than the retail price posted on Obsydien’s website. Team Members who sell directly to a Retail Customer must provide the Retail Customer with a Retail Sales Receipt at the time of sale. In addition, Team Members must keep copies of each Retail Sales Receipt issued for one year after the date of the sale. Obsydien may, at any time, request submission of Retail Sales Receipts in order to verify retail sales for any given pay period. Team Members must fully complete all information for each Retail Sales Receipt, including Customer contact information, product(s) sold, price and Team Member information. Failure to provide accurate, verifiable and complete Retail Sales Receipts within ten (10) days of request may result in disciplinary action, including suspension or termination at the sole discretion of Obsydien.
9.15 – Sales Presentations
At sales presentations, Team Members shall truthfully identify themselves, their products and services, and the purpose of their business to prospective Customers. Team Members may not use any misleading, deceptive, or unfair sales practices. Explanations and demonstrations of products and services offered shall be accurate and complete including, but not limited to, with regard to price, terms of payment, inability to provide guarantees of savings. Personal or telephone contacts shall be made in a reasonable manner and during reasonable hours to avoid intrusiveness (note however that telemarketing is not permitted). Team Members must immediately discontinue a sales presentation upon the request of a potential Customer. Team Members shall not directly or by implication, denigrate any other company, product, Team Members or Obsydien employee. Team Members shall refrain from using comparisons which are likely to mislead and which are incompatible with the principles of fair competition. Team Members shall not abuse the trust of individual consumers and shall not exploit a Customer’s age, illness, lack of understanding or lack of language expertise.
9.16 – Orphan Customers
An orphan Customer is a Customer who has never been assigned to a Team Member. A Team Member may claim an orphan Customer when the following criteria are met:
- a) The Team Member can provide the name and or other pertinent information of the Customer;
- b) The Customer’s service date is no more than thirty (30) days prior to the Team Member ’s start date; and
- c) The Customer is in active or pending status. Only the sponsoring Team Member may claim an orphan Customer. Customers sponsored by cancelled Team Members are not considered orphans and will not be transferred to another Team Member. A Customer in cancelled status cannot be transferred to another Team Member.
9.17 – Customer Privacy
Team Members must take appropriate steps to safeguard and protect all private information, including, without limitation, credit card information provided by a Retail Customer, prospective Customer or other Team Members. Team Members must hold such information in strict confidence. Team Members are responsible for the secure handling and storage of all documents that may contain such private information. Team Members must adopt, implement, and maintain appropriate administrative, technical, and physical safeguards to protect against anticipated threats or hazards to the security of confidential information and Customer data. Appropriate safeguards may include, but are not limited to: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; (iii) password-protecting computer files, or (iv) shredding paper files containing confidential information or Customer data. Team Members should retain documents containing such information for only as long as necessary to complete the transaction. Team Members should dispose of any paper or electronic record containing Customer data and other confidential information after use by taking all reasonable steps to destroy the information by: (A) shredding; (B) permanently erasing and deleting; or (C) otherwise modifying the Customer data and other confidential information in those records to make it illegible, unreconstructible, and indecipherable through any means.
9.18 – Unauthorised Contact
Under no circumstance is a Team Member permitted to directly contact any carrier, supplier or service provider with whom Obsydien contracts, without receiving prior written authorisation from an authorised officer of Obsydien. Team Members may not directly contact regulatory agencies or any retail provider on behalf of Obsydien or in connection with any Obsydien business, without receiving prior written authorization from an authorised officer of Obsydien. Team Members may not solicit any employee of Obsydien (or any of their respective affiliates) or any person located at Obsydien corporate headquarters.
9.19 – Communications
All electronic communications by Team Member's business should be clear, honest and complete so that the recipient of the communication will know the exact nature of what is being offered. Team Members may only send marketing emails to individual customers if they’ve given permission. Team Members must make it easy to opt out for example by sending a ‘STOP’ text to a short number, or using an ‘unsubscribe’ link. Team Members shall refrain from sharing personal information collected from individual consumers. Team Members are required to abide by all applicable laws and regulations including the Data Protection Act 1998 and the Electronic Marketing Regulations regarding electronic communications and shall not conduct activities via electronic communication in any market where such activities are prohibited by law or by any means or in any manner prohibited by law. [www.gov.uk/dataprotection and www.gov.uk/marketing-advertising-law/direct-marketing].
9.20 – Claims and Warranties
TEAM MEMBERS MAY MAKE NO CLAIM, REPRESENTATION OR WARRANTY CONCERNING ANY PRODUCT OR SERVICE OF OBSYDIEN EXCEPT THOSE EXPRESSLY APPROVED IN WRITING BY OBSYDIEN OR CONTAINED IN COMPANY MATERIALS. EXCEPT AS EXPRESSLY STATED HEREIN, OBSYDIEN MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP OR ANY OTHER WARRANTY ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING CONCERNING ANY PRODUCT OR SERVICE PURCHASED FROM OR THROUGH OBSYDIEN TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.21 – Statutory Rights
Where a Team Member’s statutory rights on termination which may not be legally excluded are inconsistent with Obsydien’s termination policy, the applicable law shall prevail and Obsydien’s termination policy shall apply subject to the Independent Team Member’s statutory rights. The Team Member’s statutory rights on termination are as follows:
- The Team Member may cancel this Agreement without penalty within fourteen (14) days of entering into this Agreement by giving written notice of cancellation to Obsydien its address set out on the Team Member’s Application or the Obsydien website (or to such alternative address within the United Kingdom as Obsydien may specify) and: i. May require Obsydien to repay within fourteen (14) days any monies which the Team Member has paid to or for the benefit of Obsydien or any of its other Team Members in connection with participation in this trading scheme or paid to any other Team Members in accordance with the provisions of this trading scheme; and ii. May return to Obsydien’s address referred to above any goods which the Team Member has purchased under the trading scheme within twenty-one (21) days of the date of cancellation and which remain unsold, provided that such unsold goods remain in the condition in which they were in at the time of purchase, whether or not their external wrappings have been broken, and may recover any monies paid in respect of such goods; and may cancel any services which the Team Member has ordered under the trading scheme within such fourteen (14) day period and may recover any monies paid in respect of such services, provided that such services have not yet been supplied to the Team Member.
- In order to recover any monies paid in accordance with i (a) or (c) above the Team Member must give notice to Obsydien requesting the repayment of such monies (and if applicable, returning the product pack and any other promotional or training materials purchased by them) to Obsydien’s address referred to above within twenty-one (21) days of the date of cancellation and Obsydien shall repay such monies as the Team Member may be legally entitled to recover within twenty-one (21) days of the date of cancellation.
- In order to recover monies paid for goods under 9.21(b) above, the Team Member must deliver the goods to Obsydien within twenty-one (21) days of the date of cancellation to the address referred to in 10.1 at his or her own cost. The monies paid in respect of those goods is payable to me on delivery of the goods, or forthwith if the goods have not yet been delivered to me.
- The Team Member may terminate this Agreement at any time without penalty by giving fourteen (14) days’ written notice of termination to Obsydien at its address referred to in i above.
If the Team Member gives notice to terminate this Agreement more than fourteen (14) days after entering into the Agreement, the Team Member may return to Obsydien any goods (including training and promotional materials, business manuals and product packs) purchased by them under the scheme within ninety (90) days prior to such termination and which remain unsold and Obsydien will pay the price (inclusive of VAT) which the Team Member paid for the goods less, where the condition of any such goods has deteriorated due to an act or default on the Independent Team Member’s part, an amount equal to the diminution in their value resulting from such deterioration and a reasonable handling charge (which may include the cost of repackaging returned goods for resale).
- Obsydien may terminate this Agreement at any time by giving written notice to the Team Member. If Obsydien terminates this Agreement the Team Member may return to Obsydien any goods which the Team Member has purchased under the scheme within ninety (90) days prior to such termination and which remain unsold for a full refund of the price (inclusive of VAT) which the Team Member has paid for them together with any costs incurred by the Team Member for returning the goods to Obsydien.
- In the event that either party terminates this Agreement the Team Member may return to Obsydien any goods (including training and promotional materials, business manuals and kits) which the Team Member has purchased under the scheme more than ninety (90) days but within one (1) year prior to such termination and which remain unsold for ninety percent (90%) of the price (inclusive of VAT) which the Team Member has paid for them, less an amount equal to: (a) any commissions, bonuses or other benefits (in cash or in kind) received by the Team Member in respect of those goods; (b) any amount due from the Team Member to Obsydien on any account; and (c) a reasonable handling charge (which may include the cost of repackaging returned goods for resale), and provided that (aa) such goods have not been purchased or acquired by the Team Member in breach of this Agreement; (bb) the Team Member returns such goods to Obsydien in an unused, commercially resalable condition not more than fourteen (14) days after the date of termination; and (cc) Obsydien did not clearly inform the Team Member prior to the purchase that the goods were seasonal, discontinued or special promotion products which were not to be subject to the buy-back provisions of this sub-clause.
- In the event of the termination of this Agreement under iv, v or vi above, in order to recover monies paid for goods the Team Member must deliver the goods to Obsydien within twenty-one (21) days of such termination to Obsydien’s address referred to in i above. Obsydien will bear the cost of such delivery. The purchase price is payable to the Team Member on delivery of the goods, or forthwith if the goods are already held by Obsydien.
- If this Agreement is terminated for any reason the Team Member will have the right to be released from all future contractual liabilities towards Obsydien in relation to this trading scheme, except: (a) liabilities relating to payments made to the Team Member under contracts which the Team Member has purportedly made as agent for Obsydien (if any); and (b) any liability to pay the price of goods or services already supplied to the Team Member by Obsydien where the Team Member has not returned such goods to Obsydien in accordance with i. or iv. above; and (c) the provisions of the Team Member Terms and Conditions which relate to competition with the business of Obsydien after termination of this Agreement and which shall remain in force after the date of termination.
- On termination of this Agreement for whatever reason the Team Member shall be entitled to retain any commission paid to them in accordance with this Agreement unless: (a) the commission was paid in respect of goods returned to Obsydien (or goods returned to another Team Member who paid the commission); (b) Obsydien has refunded any monies due to the Team Member in accordance with i(b), iv and/or v above; and (c) repayment of the commission is claimed within 120 days of the date of having been made, in which case the Team Member shall repay such commission to Obsydien forthwith on demand or Obsydien may set-off the amount of such commission against any other amounts due from it to the Team Member.
- Any notice given under this termination clause, which is given by first class post to the specified address of the parties shall result in the period of notice commencing to run from the day when such notice is posted.
SECTION 10: SHIPPING
10.1 – Shipping and Handling
It is the ordering Team Member ’s/Retail Customers sole responsibility to indicate (a) the method and means of shipping and (b) the destination address.
10.2 – Damaged Goods or Loss
The shipping company is responsible for any damages that occur after it takes physical custody of the products. Therefore, it is important that the damage is reported promptly in order to allow Obsydien to file claim with the shipper. The purchaser of Obsydien products who receives damaged goods shall:
- a) Accept delivery.
- b) Before the driver leaves, note on the delivery receipt the number of boxes that appear to be damaged and require the driver to acknowledge the damage in writing.
- c) Save the damaged products or boxes for inspection by the shipping agent Contact Obsydien’s Team Member Services to arrange for a replacement order to be shipped and a damaged goods claim filed.
- d) Send pictures of the damaged product to Obsydien Support (firstname.lastname@example.org).
10.3 – Inaccurate Delivery
If a product is shipped in error by Obsydien, the unordered merchandise may be returned at the Obsydien’s expense provide the following steps are taken:
- a) A Team Member or Retail Customer notifies Obsydien within five (5) days of receipt of order;
- b) A copy of the shipping or packing slip shall be enclosed by the Team Member or Retail Customer; and
- c) Products shall be returned in original containers and shall be packed properly to prevent damage in return shipment.
Obsydien will bear no fault or responsibility for a product shipped to the wrong address as a result of the Team Member’s or Customers inputting a wrong address. Any charges incurred by Obsydien for the return of the shipment will be passed on to the Team Member or Customer.
10.4 – Refused Shipments
Should a Team Member refuse delivery on any order placed with Obsydien, Obsydien shall have the right to place the Team Member in suspension pending resolution of the refused delivery. Neither a Team Member nor a Retail Customer shall refuse any shipment from Obsydien unless prior approval from Obsydien has been received. Should the receiving party of any order shipped from Obsydien refuse to accept delivery and the shipment is returned to Obsydien, the ordering Team Member status will be suspended pending resolution of the delivery refusal. Non-accepted delivery charges will be debited to the Team Member ’s account. If Obsydien determines that a valid reason exists for refusing shipment, it will instruct the Team Member or Retail Customer on the proper procedure for a return.
SECTION 11: RETURNS
11.1 – Customer Guarantee
Obsydien offers a 30-day money-back guarantee to all Retail Product Customers from the date of purchase in the system. If a Customer is dissatisfied with any of Obsydien’s products for any reason, then the Customer may return that product in its original package and shipping containers, with proof of purchase, to Obsydien for a full refund of the purchase price minus shipping. The Customer is responsible for the cost of return shipping. If the product was purchased directly from a Team Member, the Customer will need to return the product and the original invoice to the Team Member, who will refund the product purchase price to the Customer. In order to process a return, The Retail Customer is required to contact Obsydien to obtain a Return Merchandise Authorisation (RMA) Number. This number must be written on the outside of the shipping box. If a package is returned without an RMA Number, the refund may be delayed or refused. An RMA Number is valid for ten (10) business days.
11.2 – Excessive Return Activity
If a Team Member returns products valued at more than five hundred pounds (£500) for a refund in any twelve (12) consecutive month period, the request will be treated as the Team Member’s voluntary termination of his or her Team Member Agreement and a refund will be processed as a return of inventory upon termination pursuant to the section below.
11.3 – Termination Returns
A Team Member who terminates their business relationship with Obsydien has the right to return for repurchase on commercially reasonable terms currently marketable inventory including Obsydien produced promotional materials, sales aids and kits in the possession of the Team Members and purchased by the Team Member for resale prior to the date of termination. For purposes hereof “reasonable commercial terms” shall mean the repurchase of marketable inventory within twelve (12) months from the Team Member ’s date of purchase at not less than ninety percent (90%) of the Team Member ’s original net cost less shipping fees, appropriate set-offs and legal claims, if any. In addition for purposes of this section, products shall not be considered “currently marketable” if returned for repurchase after the products commercially reasonable usable or shelf life period has passed (shelf life will be deemed to have passed if the product package has been opened); nor shall products be considered “currently marketable” if Obsydien clearly discloses to the Team Member prior to purchase that the products are seasonal, discontinued, or special promotional products and are not subject to the repurchase obligation. Obsydien will not issue a refund nor replace any product previously certified as having been sold under the seventy percent (70%) rule. No refunds will be issued unless a Team Member is in strict compliance with the procedures contained herein:
- a) A written return request shall be submitted, stating the reason for the termination, the reason for the return of product and/or sales materials, and accompanied by the original proof of payment and a copy of the Purchase Order Form or packing slip. Product returned without prior authorisation will be returned to the Team Member;
- b) Obsydien will provide the Team Member with a return authorisation number, and will instruct the Team Member where to ship the product for inventory verification. Upon receipt and inspection of the return, Obsydien will process the appropriate refund for payment; and
- c) The Team Member shall pay for the cost of return shipping.
- d) All commissions, overrides and bonuses paid to a terminated Team Members as a result of any product returned upon termination shall be repaid to Obsydien. Obsydien may deduct such amounts from any commissions or other amounts owed to the Team Member. All commissions, overrides, and/or bonuses paid to a Team Member ’s upline on a returned product shall be deducted or repaid to the upline Team Member.
SECTION 12: COMMISSIONS
12.1 – Eligibility for Commissions
All Team Members must be active and qualified in accordance with the Obsydien Compensation Plan in order to receive any commissions, bonuses and other payments under the Obsydien Compensation Plan. Qualification and eligibility requirements are contained in the Obsydien Compensation Plan. Obsydien may change any portion of the Obsydien Compensation Plan, including, without limitation, commission percentages, commission structure, bonuses and/or any other form of compensation at its option and in its sole discretion. For clarity, no personal purchases are required to maintain active status. Commissions are paid ONLY on the sale of Obsydien products. No Commissions are paid on the purchase of a Team Member enrolment or for Sponsoring Team Members.
12.2 – Offset of Commissions
Any commissions or bonuses earned and paid on products returned is the obligation of and shall be repaid to Obsydien by the Team Member originally paid such commissions or bonuses. Obsydien has the right to offset such amounts against future commissions and other bonuses paid or owed to the Team Member and the Team Member’s upline who participated in an override.
12.3 – Business Reports
A monthly organisational and business summary report including the number of sponsored Team Members and Customers is included at no additional cost with the Obsydien Virtual Office. Each Team Member acknowledges that the Business Report is proprietary and confidential to Obsydien and is transmitted to the Team Members in strictest confidence. Team Members agrees that he or she will not use, copy or distribute the Business Report other than for the benefit of Obsydien and for the purpose of operating his or her Team Member business. Each Team Member acknowledges that the Business Report may contain information concerning the Team Member, including, but not limited, to his or her name, address, phone number, products and earnings, and by executing the Agreement, consents to the dissemination of the Business Report.
12.4 – Commission and Bonus Qualifications
A Team Member must be in good standing and in compliance with the Obsydiens P&Ps to qualify for Commissions and Bonuses. As long as a Team Member complies with the terms of the Team Member Agreement, Obsydien shall pay Commissions and Bonuses to such Team Member in accordance with the Compensation Plan. The minimum amount for which Obsydien will issue a commission payment is twenty five pounds (£25). If a Team Member ’s Commissions and Bonuses for the period do not equal or exceed twenty-five pounds (£25), Obsydien will accrue the Commissions and Bonuses until they total ten pounds (£10). Payment will be issued once twenty-five pounds (£25) have been accrued. Notwithstanding the foregoing, all Commissions owed a Team Member regardless of the amount accrued, will be paid at the end of each fiscal year or upon the Termination of a Team Member ’s business.
A Team Member must be Active, Qualified, Eligible and in good standing to be eligible for Commissions and Bonuses. Please refer to the Compensation Plan for details. A Team Member’s Commissions and Bonuses constitute the entire consideration for the Team Member’s efforts in generating sales and all activities related to generating sales (including the building and Coaching of a Team organisation). Commissions, Overrides and Bonuses will be calculated by the fifteenth (15th) of each month, for the month prior. If the fifteenth (15th) falls on a legal holiday or weekend, Commissions, Overrides and Bonuses will be calculated prior to the next regularly scheduled business day.
- a) Obsydien does not advance cash or any portion of Commissions/ Bonuses relating to: cash prizes, cash pay-outs, trip programs or contests, etc.
- b) Calendar period: A business week refers to the time period beginning at 12:00 A.M. Greenwich Mean Time (GMT) Saturday and ending on the following Friday at 11:59 P.M. Greenwich Mean Time (GMT). A business month refers to the time period beginning at 12:00 A.M. Greenwich Mean Time (GMT) on the first (1st) day of the month and extending until eleven 11:59 P.M. Greenwich Mean Time (GMT), on the last calendar day of the month; returned product(s) will have the corresponding month.
12.5 – Monthly Commissions
Monthly commissions are paid to Team Member who are active and qualify within the required time period as set forth in the Obsydien Compensation Plan. These payments will be issued on the first Friday after the 15th of each month.
12.6 – Commission Documentation Delivery
All documentation necessary for commission and bonus qualifications must be input, received and in pending or active status by Obsydien by the close of the monthly commission period.
12.7 – Commission Inquiries
Any commission discrepancy must be reported to Obsydien in writing. All commission inquiries must be received by Obsydien within ninety (90) days of the commission release date.
12.8 – Reissued Commissions
Team Members must request in writing if he or she wants a lost or missing commission reissued, which reissuance may take up to ninety (90) days.
12.9 – Adjustment to Commissions and Bonuses
Team Members receive Commissions or Bonuses based on the actual sales of products to Customers. When a product is returned to Obsydien for a refund or is repurchased by Obsydien, any of the following may occur at Obsydien’s discretion: (1) the Commissions, Bonuses or contest points attributable to the returned or repurchased product(s) will be deducted from payments due to the Team Member and Upline. Team Members who received Commissions, Bonuses or contest points on the sales of the refunded product(s), in the month in which the refund is given will see adjustments which will continue every pay period thereafter until the Commission or Bonus is recovered (1) contest points are one (1) time deductions; (2) the Team Member or Upline Team Members who earned Commissions or Bonuses based on the sale of the refunded amounts will see an adjustment in their Personal Team Volume in the next month and all subsequent months until the Commission or Bonus is completely recovered; or (3) the Commissions or Bonuses attributable to the returned or repurchased product(s) may be deducted from any refunds or credits to the Team Member who received the Commissions or Bonuses on the sales of the refunded product(s).
12.10 – Commissions Payment Delay
Obsydien is not responsible for loss of commissions or delay in payment due to any of the following:
- a) The Agreement is not on file with Obsydien or is incomplete, incorrectly filled out or not executed;
- b) Improper banking information is provided;
- c) Outdated forms are submitted to Obsydien; or
- d) There are issues in processing Team Members information; or
- e) The Team Members account has been placed on suspension.
SECTION 13: TRANSFER OR SALES
13.1 – Position Sale/Transfer or Assignment of Obsydien Business
Subject to Obsydiens’s prior review and written approval, which approval Obsydien may grant or withhold at its sole option and discretion, a Team Member may sell or transfer his or her Team Member position to an individual or a Business Entity. A “sale” will be defined as a change in which the individual selling the Team Member position no longer maintains a financial interest in the Team Member position upon completion of the sale. A “transfer” will be defined as a change in name and/or identification number, in a Team Member position in which the individual transferring the Team Member position still retains a financial interest upon completion of the transfer. The review and approval process will begin when Obsydien has received all of the documentation required in accordance with the requirements set forth in the Sale/Transfer form (available from Team Members Services), including a payment for the applicable processing fees from the Team Member who is selling or transferring the position. Any Team Member desiring to acquire an interest in another Team Member’s business shall first terminate his/her position and wait six (6) months before becoming eligible for such a purchase. All such transactions shall be fully disclosed to Obsydien and are subject to approval by an authorised officer of Obsydien in advance. Except as expressly set forth herein, a Team Member may not sell, assign or otherwise transfer a Team Member ’s entity (or rights thereto) to another Team Member or to an individual who has an interest in a Team Member entity.
13.2 – Inherited Position
A Team Member’s position can be inherited. In order to assign a position which has been inherited, a Team Member of the estate of the deceased Team Member must provide Obsydien with the following:
- a) A certified copy of the death certificate of the deceased Team Member;
- b) A copy of the will setting forth provisions affecting ownership of the Team Member position with proof of a grant of probate, or a certified copy of a court order determining the administration of the estate of an intestate Team Member;
- c) Certified Letters Testamentary setting forth the name of the personal Team Member of the deceased Team Member ’s estate, dated no more than sixty (60) days from the effective date of the transfer; and
- d) A fully completed Agreement relating to the Team Member position, signed by the transferee.
13.3 – Transfer Upon Incapacitation of a Team Member
Should a Team Member become incapacitated and unable to work his or her business, and a family member or legal guardian wishes to assume operating control of the Team Member ’s business, Obsydien requires the following medical and legal documentation:
- a) A certified copy of medical documentation outlining the condition of the Team Member and his or her inability to effectively manage his or her Obsydien business; and/or
- b) A court order determining legal guardian status.
Once received and reviewed, Obsydien has the sole discretion and right to approve or disapprove a transfer of ownership of the Team Member ’s business to the designated family member or legal guardian.
SECTION 14: CONFIDENTIALITY AGREEMENT
During the term of the Agreement, Obsydien may provide to Team Members confidential information, including, but not limited to genealogical and downline reports, Customer lists and Customer information, Team Member lists and information, business reports, commission or sales reports and such other financial and business information, which Obsydien may deem as confidential. All such information (whether in written or electronic form) is proprietary and confidential to Obsydien and is transmitted to Team Members in strictest confidence on a “need to know” basis for use solely in Team Member’s business with Obsydien. To protect confidential information, Team Members must use their best efforts to keep such information confidential and must not disclose any such information to any third party, directly, or indirectly; provide access to any pass-word protected section of the Obsydien website, including providing any password to such section to any other person or entity.
Team Members must not use the information to compete with Obsydien or its respective affiliates or for any purpose other than promoting Obsydien’s program and its products including but not limited to recruiting a Obsydien Team Member for any competing activities, or attempting to influence or induce a Team Member, or Retail Customer, or employee of Obsydien to cease or alter his or her business relationship with Obsydien. Upon non-renewal or termination of the Agreement for whatever reason, Team Members must discontinue the use of such confidential information and promptly return any confidential information in their possession to Obsydien. This requirement applies automatically and is not dependent on demand. Each Team Member stipulates that if he or she violates the terms of this section, Obsydien will be irreparably harmed and calculation of the full extent of Obsydien’s damages will be difficult.
Team Members therefore stipulates that Obsydien shall be entitled to immediate temporary, preliminary, and permanent injunctive relief against Team Member and all those acting in concert with him or her to prevent and enjoin any violation of this section. This remedy is in addition to any other legal remedies to which Obsydien may be entitled, including disciplinary sanctions under the Agreement and recovery of damages caused by a Team Member’s breach. The provisions of this section shall survive termination of the Agreement.
SECTION 15: CONFLICT OF INTEREST
During the term of the Agreement, and unless otherwise agreed to by Obsydien in writing, Obsydien Team Members are free to participate in other multilevel, direct sales, network marketing business ventures or marketing opportunities (collectively “Network Marketing”). However, during the term of the agreement, a Team Member may not directly or indirectly market, offer or sell products or services that compete with, or are similar to Obsydien. Additionally, during the term of the Agreement, Team Members may not directly or indirectly recruit other Obsydien Team Members for any other Network Marketing business or opportunity (a “Competing Activity”). The term “cross-recruit” means the actual or attempted sponsorship, solicitation, enrolment, encouragement, or effort to influence in any other way, either directly, indirectly (including but not limited to the use of a website or social media), or through a third party, another Obsydien Team Member to enrol or participate in a Competing Activity. This conduct constitutes recruiting even if the Team Member ’s actions are in response to an inquiry or contact made by another Team Member.
During the term of the Agreement, Team Members are also prohibited from associating their Obsydien business activities with any non-Obsydien business opportunity, products, services, and other competing or inappropriate activities. For example, Team Members whose employment or other non-Obsydien affiliations allow them access to information such as Customer accounts and/or national insurance numbers are strictly prohibited from using this information in connection with their Obsydien business. For example, a Team Member working for a store chain is not allowed to access Customers’ accounts in order to bypass the normal request procedures for Obsydien Customers. In addition, neither a Team Member nor any member of his or her immediate family or any equity owner of a Team Members Business Entity (as defined in Section 6) may be a Obsydien preferred vendor or supplier unless expressly authorised in writing by Obsydien.
Team Members are prohibited from offering Obsydien Products or promoting the Obsydien opportunity and/or Compensation Plan in conjunction with any non-Obsydien business plan, opportunity, product, activity or incentive. Team Members are similarly prohibited from offering or promoting any non-Obsydien products or business opportunities at any Obsydien-related meeting, seminar, convention, conference call, Obsydien-related website or social media page, and other business functions.
15.1 – Cash or Monetary Incentives
Obsydien strictly prohibits Team Members from offering any cash or financial incentives, promotions, prizes, or bonuses to their downline or upline as a method of influencing recruiting or customer acquisition. Further, Obsydien prohibits the use of cash or financial incentives, promotions, prizes or bonuses for the purpose of recruiting new Team Members.
SECTION 16: TERMINATION
16.1 – Voluntary Termination Procedure
The Agreement may be voluntarily terminated by a Team Member, at any time, for any reason. The Team Member terminating the Agreement must submit a signed termination letter to the Compliance department (email@example.com) Termination of the Agreement will become effective upon receipt by Obsydien. If an Agreement has been voluntarily terminated and the Team Member chooses to reactivate within six (6) months or less from the termination date, the Team Member may reactivate his or her original position under his or her original Sponsor. The Team Member does not have the option of starting a new position under a new Sponsor. If an Agreement has been voluntarily terminated for a period greater than six (6) months, the Team Member may start a new position under a new Sponsor.
16.2 – Involuntary Termination of the Agreement
At the sole discretion of Obsydien, the Agreement may be terminated for any breach of the Agreement, including, but not limited to, the following:
- a) Spamming or misrepresenting any aspect of any product being offered to a Customer;
- b) Failing to renew his or her Team Member active status as defined in these Policies;
- c) Failing to comply with, or any breach or violation of any of the terms or provisions of the Agreement, the P&Ps, the Obsydien Compensation Plan or any published Obsydien procedure, guideline or directive, as solely determined by Obsydien;
- d) Failing to earn a commission(s) for a period of twelve (12) or more consecutive months;
- e) Disparaging Obsydien, its affiliates or suppliers or its Team Members; Cross-recruiting, recruiting or soliciting on behalf of a competitor of Obsydien or engaging in any activity that constitutes a conflict of interest as set forth in these P&Ps;
- f) Misrepresenting Obsydien by making claims contrary to Obsydien literature, P&Ps, instructions directions; or
- g) Failing to comply with any applicable local, or federal law, regulation or statute.
In the event of an involuntary termination, there will be a pro-rated refund of all amounts paid for any applicable Product Pack and website purchases. Obsydien expressly reserves the right to terminate the Agreement at any time.
16.3 – Appeal
When a decision is made to terminate a Team Member, Obsydien will inform the Team Member in writing via letter or email that his or her Agreement is subject to termination effective as of the date of the written notification or other specified date. The Team Member will have ten (10) days from receipt of the notice to submit an appeal in writing via letter or email to the proposed termination. Appeals should be sent to firstname.lastname@example.org. The failure to respond within ten (10) day period will be considered acceptance of the termination.
If the Team Member files a timely appeal, Obsydien will review the termination, consider any other appropriate information and notify the Team Member of its decision, which will be made in its sole discretion. Any sanction(s) shall remain in place during the appeals process.
The appeal process is final and not subject to further review or appeal. The termination will be effective as of the date stated in the original termination notice. If a Team Member ’s relationship with Obsydien is terminated for failure on the part of the Team Member to comply with any of the terms or provisions of the Agreement, the P&Ps, the Obsydien Compensation Plan or any published Obsydien procedure, guideline or directive, he/she may not re-join Obsydien as a Team Member in any manner in the future.
16.4 – Suspension
A Team Member may be suspended for violating the terms of the Agreement, which includes the P&Ps, the Compensation Plan and other documents produced by Obsydien. When a decision is made to suspend a Team Member, Obsydien will inform the Team Member in writing via letter or email that the suspension has occurred effective as of the date of the written notification, the reason for the suspension and the steps necessary to remove such suspension, if any. The suspension notice will be sent to the Team Member ’s address or email on file with Obsydien pursuant to the notice provisions contained in these P&Ps. Such suspension may or may not lead to termination of a Team Member’s position as so determined by Obsydien in its sole discretion. If the Team Member submits an appeal in writing (letter or email) within fifteen (15) days from the date of the suspension notice, Obsydien will review and consider the suspension and notify the Team Member in writing of its decision within thirty (30) days from the date of the suspension notice. The decision of Obsydien will be final and not subject to further review or further appeal. Obsydien may take certain actions during the suspension period, including, but not limited to, the following:
- a) Prohibiting the Team Member from holding Team Member meetings or events as a Team Member of Obsydien or using any of Obsydien’s proprietary marks and/or materials;
- b) Prohibiting the Team Member from purchasing products from Obsydien;
- c) and/or Prohibiting the Team Member from sponsoring new Team Members, contacting current Team Members or attending meetings of Team Members;
- d) Prohibiting the Team Member from earning commissions or bonuses;
- e) Prohibiting the Team Member from participating in any Obsydien-sponsored events or incentive trips;
- f) If Obsydien, in its sole discretion, determines that the violation that caused the suspension is continuing, has not been satisfactorily resolved, or a new violation involving the suspended Team Member has occurred, the suspended Team Member may be terminated.
16.5 – Effect of Nonrenewal or Termination
A Team Member may be terminated for violating the Terms of the Agreement, which includes these P&Ps, the Compensation Plan or any other guidance documents produced by Obsydien. Obsydien may terminate a violating Team Member without placing him/her on suspension, in Obsydien’s sole discretion. When the decision is made to terminate a Team Member, Obsydien will inform the Team Member in writing via letter or email at the address or email in the Team Member ’s file that the termination has occurred. In the event the Agreement is not renewed or terminated, it will expire and the Team Member:
- a) Will lose all rights to his or her position in the Obsydien Compensation Plan, including all future commissions, bonuses and other payments as of the effective date of expiration or termination;
- b) Will lose all rights to purchase or sell Obsydien products;
- c) Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationery or advertise referring to or relating to Obsydien or its affiliates’ products, plans or programs;
- d) Must cease representing himself or herself as a Team Member of Obsydien;
- e) Must take all action reasonably required by Obsydien relating to protection of its confidential information and intellectual property.
16.6 – Notification of Upline
Obsydien’s compliance department may contact the upline of a Team Member under investigation to inform him or her of the investigation. The compliance department may advise of corrective or follow up action from the upline Team Member or his or her downline and may require evidence that he or she has addressed the issue as requested.
16.7 – Reapplication
The acceptance of any reapplication of a terminated Team Member or the application of any family member of a terminated Team Member shall be in the sole discretion of Obsydien and may be denied.
16.8 – Reporting Policy Violations
In the event that a Team Member becomes aware of a violation of Obsydien’s Policies by another Team Member, he or she should confidentially notify Obsydien of the violation by emailing compliance at email@example.com.
16.9 – Offset
Obsydien has the right to offset any amounts owed by a Team Member to Obsydien, including, without limitation, any indemnity obligation incurred hereunder, from commissions or other payments due to the Independent Team Member.
SECTION 17: INTELLECTUAL PROPERTY AND ADVERTISING POLICIES
17.1 – Intellectual Property
The Obsydien name, trademarks, service marks and copyrighted materials are owned by Obsydien Limited or Obsydien, and Obsydien’s business Team Member’s name, trademarks, service marks and copyrighted materials are owned by the respective business Team Member (collectively, the “Proprietary Marks”). The use of the Proprietary Marks and copyrighted materials by Independent Team Member’s must be approved in writing by Obsydien prior to use and must be in strict compliance with these P&Ps. Team Members are not permitted to use Proprietary Marks in their business name, as a domain name or email address, on or in connection with any social or business networking site or in any other electronic media or transmission without Obsydien’s prior written consent, which can be withheld in its sole discretion. Any right to use Proprietary Marks and copyrighted materials by a Team Member are non-exclusive.
Any and all goodwill associated with the Proprietary Marks and copyrighted materials (including goodwill arising from Team Member ’s use) inures directly and exclusively to the benefit of Obsydien and/or its affiliates (as applicable) and is the property of Obsydien and/or its affiliates (as applicable). On expiration or termination of the Agreement, no monetary amount shall be attributable to any goodwill associated with any Team Member ’s use of the Proprietary Marks or copyrighted materials.
17.2 – Advertising and Promotional Materials
Obsydien has developed a success system based on proven experience and knowledge. As such, Obsydien has already created marketing materials and activities to fully support the Obsydien business. No other marketing material or activities are necessary to operate as a Obsydien Team Member. Only the promotional and advertising materials produced by Obsydien may be used to advertise or promote Obsydien’s business, whether written, recorded or online. Advertising and marketing materials are defined as any printed, broadcast or online communications including, but not limited to, advertisements, brochures, videos, flyers, banners, presentation materials, apparel, signage, internet, websites, video blogs, etc. Obsydien’s promotional and advertising materials may not be duplicated or reprinted without the prior written permission of Obsydien.
17.3 – Advertising Prohibited for Customers
Advertising to gather Customers is strictly prohibited. Team Members may not create any advertisements (fliers, hand-outs, emails or materials) that even appear to solicit Customers or advertise prices. Team Members are only permitted to advertise the Obsydien opportunity to potential future Team Members as set forth in these P&Ps.
17.4 – Development of Marketing Materials
Obsydien strictly prohibits Team Member -created marketing materials.
17.5 – Guidelines for Permitted Advertising Materials
All advertising materials (i.e. print, flyers, etc.) used by Team Members for marketing purposes hereunder can be found online in the Team Members Virtual Office.
These are the ONLY advertising materials that Team Members are permitted to use. Any deviation from or changes to these materials is strictly prohibited. Team Members are not permitted to create their own customised advertising materials. Doing so will be considered a breach of the Agreement and could lead to all applicable contracts being null and void due to regulatory and legal issues. Team Members can submit an advertisement or Marketing Campaign for approval. By submitting the application to firstname.lastname@example.org.
17.6 – Internet Advertising and Sale Policy for Team Members
Obsydien prohibits the use of any unapproved online advertising to promote the Obsydien opportunity, any products or services, any online video, any Obsydien web site address or sub domain of an Obsydien website address except as expressly set forth herein. Other than through a personal website (as described below), Team Members are prohibited from using Internet sponsored links to take orders. Team Members may not sell Obydien products on 3rd party selling sites including but not limited to, e commerse stores, eBay, Facebook, MySpace, Craig’s List or any other business or social networking Internet site. Customers should be directed towards Obsydien Team Member stores for purchases.
Team Members are welcome to use the term Team Member for Obsydien in the name/description of various social media sites for their business. It is prohibited to use the word “official” which could imply the site belonged to the corporate entity. It is prohibited to use any permutation of the Obsydien name for any sites like Twitter or others.
In the event of a voluntary or involuntary termination as an Obsydien Team Member, the Team Member is required to remove all references to Obsydien from social networking profiles within ten (10) days. If Obsydien discovers any non-compliant profiles and/or websites, they will be required to remove the material immediately. Infractions of any social media guideline may result in disciplinary actions up to and including termination of the Team Member position.
17.7 – Obsydien Business Sites/Replicated Websites
Obsydien.com and Obsydien.co.uk are personalized online stores that allow Team Members to market Obsydien’ products and/or services on the Internet. Team Members may enrol both new Customers and Obsydien Team Members over their personalised sites. Obsydien wholly owns all Obsydien Site addresses and sub-domains of Obsydien Site web addresses.
If a Team Member’s Agreement is not renewed or is terminated or suspended, his or her website will automatically terminate.
17.8 – Registration with Internet Search Engines
Obsydien allows Team Members to place approved advertising, such as sponsored links through search engines, on the Internet to promote the Obsydien opportunity. However, Team Members may not use any AdWords, other SEO tactics, or sponsored links that contain any Obsydien registered trademark, logos, names or copyrighted material and must strictly adhere to these P&Ps. Team Members may register their Obsydien business websites with Internet search engines. These searches may be linked only to the Team Member’s Obsydien Business website. Team Members may not use any term that is a trademark, service mark, copyright or that violates any other proprietary right held by another to register their Obsydien Business website in a search engine. Team Members must agree to rules and regulations as applied by individual search engines. Obsydien is not affiliated in any way to any search engine with which a Team Member may be registered.
17.9 – Linking to Obsydien Corporate Site
Team Members are granted a limited, non-exclusive right to create a hypertext link to the web site found at https://www.obsydien.com, provided such link does not portray Obsydien or its affiliates or any of their respective products and services in a false, misleading, derogatory or otherwise defamatory manner. A Team Member cannot create an impression that any subdomain on https://www.obsydien.com is part of his or her own or other non-obsydien maintained site. This limited right may be revoked at any time. Google AdWords, Frames, framing techniques or other SEO methods; cannot be used to enclose any obsydien trademark, logo, or proprietary information, including the images found at obsydien corporate web site and the content of any text of the layout or design of any page or form contained on a page, without obsydien express written consent.
17.10 – Spamming and Other Prohibited Activities
Obsydien Team Members are strictly prohibited from utilising unsolicited bulk email distributions or broadcasts (spamming) or any other email distributions that may be illegal under applicable, state, local, provincial or principality laws, rules or regulations, to market or sell products or services or to solicit Customers or new Team Members. Team Members shall not make offers or solicitations in the guise of research, surveys or informal communication. Team Members may not distribute content that is unlawful, harassing, libellous, slanderous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or which could give rise to civil liability or otherwise violate any applicable local, provincial, principality, national or international law or regulation. Furthermore, Team Members are strictly prohibited from promoting, marketing or selling Obsydien products in a retail environment unless permission is granted in writing by Obsydien corporate. Outlets that will be considered will include but not limited to gyms, fitness centres, beauty salons. Applications should be submitted to email@example.com.
17.11 – Customer Acquisition and Independent Team Member Recruiting
Obsydien is a network marketing company that is focused primarily on relationship, or “warm marketing,” techniques. Team Members may not engage in advertising or any “cold marketing” techniques when soliciting Customers. Cold marketing is defined as any promotional activity that is geared toward acquiring Customers on a random basis who have no personal, business, social or acquaintance relationship with the Team Member.
Examples of cold marketing include, but are not limited to, mass advertising, purchased leads, trade shows, door-to-door selling, telemarketing, flyer distribution, autodialed usage and etc. Although cold marketing techniques are not prohibited for soliciting new Team Members, they can be costly and ineffective and are discouraged. Booths of any kind are not allowed for the purpose of gathering Team Members or Customers.
17.12 – Media Interactions
All TV, radio and print media relations efforts are to be handled solely by Obsydien’s public relations department. Team Members are prohibited from initiating contact, issuing statements, making appearances or conducting interviews with the media in which Obsydien is discussed. If a member of the media contacts a Team Member to discuss any aspect of Obsydien, the Team Member should direct that person, without comment or discussion, to contact Obsydien’s public relations department.
17.13 – Other Media Advertising
Obsydien’s strictly prohibits all Team Members (regardless of status or position) from creating, utilising or participating in any television and radio broadcasts (live or taped), advertisements, webcasts, video blogs or any other mass multi-media forum, for the purpose of discussing any aspect of Obsydien whatsoever. These forms of advertising also carry the risk of potential exposure to stiff regulatory penalties. False or misleading advertising, whether intentional or accidental, can incur heavy fines from regulators, which more than offset any financial gain these forms of advertising are likely to generate.
17.14 – Telemarketing and Direct Mail Sales Programs
The obtaining of Customers and / or Team Members by means of telemarketing or the obtaining of customers by use of blind mailing lists is strictly prohibited.
17.15 – Yellow Pages
Use of Obsydien’s name in Yellow Pages or similar directory telephone number listings is strictly prohibited. A Team Member is not permitted to use Obsydien’s name in advertising in the White or Yellow pages of the Telephone book. A Team Member is not permitted to list their telephone numbers under the Obsydien trade name without first obtaining prior written approval form Obsydien. If approval is granted for a listing, it shall be stated in the following manner:
Independent Team Member
17.16 – Imprinted Checks
A Team Member is not permitted to use the Obsydien Trade name or any of its trademarks on their business or personal checking accounts: however, the Team Member may imprint business checks as being an Independent Team Member of Obsydien.
17.17 – Imprinted Business Cards or Letterheads
A Team Member is not permitted to “create” their own stationary, business cards or letterhead graphics if Obsydien’s trade name and/or trademarks are used. Only approved Obsydien graphics and wording are permitted and letterhead shall be ordered either from Obsydien directly or from Obsydien approved vendor.
17.18 – Translations Prohibited
Obsydien strictly prohibits Team Members from translating any Obsydien – related materials from English into other languages. Obsydien and its Team Members could be exposed to fines and penalties should an incorrect translation adversely affect a customer’s ability to enjoy or benefit from a product.
17.19 – Right to Use Likeness
By executing the Agreement, each Team Member grants to Obsydien and its affiliates and agents the absolute, perpetual and worldwide right and license to use, to record, photograph, publish, reproduce, advertise, display, edit, and sell in any manner for all purposes, his or her name, photograph, likeness, voice testimony, biographical information, image and other information related to Team Member’s business with Obsydien (collectively the “Likeness”) in marketing, promotional, advertising and training materials, whether in print, radio or television broadcasts (including cable and satellite transmissions) audio and videotapes on the Internet or in media (“Publicity Materials”) for an unlimited number of times, without compensation, in perpetuity. Each Team Member waives any right to inspect or approve any Publicity Materials, including or accompanying his or her Likeness. Each Team Member further releases Obsydien from any liability or obligation that may arise as a result of the use of his or her Likeness, including without limitation, claims for invasion of privacy, infringement of right of publicity and defamation (including libel and slander). A Team Member may withdraw his or her authorisation of any use of his or her Likeness that has not been publicised by providing written notice to Obsydien. Team Members agree that any information given by Team Members, including his or her testimonial, is true and accurate.
SECTION 18: LEGAL
18.1 – Compliance
These P&Ps are contractually binding provisions for Obsydien and all Team Members and serve to protect the rights of both parties. Execution of the Agreement is evidence of the Team Member ’s acceptance and agreement to comply with these P&Ps.
18.2 – Dispute Resolution
If a dispute between or among Obsydien and any Team Member(s) arises out of or is related to these P&Ps, the provision of products by Obsydien or any agreement between Obsydien and a Team Member (including without limitation, (i) any payment to a Team Member pursuant to such Team Member’s Agreement or the Obsydien’s Compensation Plan, or (ii) the relationships which result from such agreement), the parties to the dispute will meet and negotiate in good faith to attempt to resolve the dispute. If, after at least thirty (30) calendar days following the date, one party has sent written notice of the dispute to the other party, the dispute is not resolved, and if any party wishes to pursue the dispute, it will be submitted to arbitration as set forth below. In no event may arbitration be initiated more than one (1) year following the sending of written notice of the dispute.
18.3 – Arbitration
Team Members agree that, except as set forth herein any claim, dispute, controversy or difference that may arise out of or in connection with this Agreement or the breach thereof or otherwise shall be submitted to arbitration in the London Court of International Arbitration ("LCIA") in London, U.K. and, for these purposes, the parties hereby irrevocably submit to the jurisdiction of the arbitration by LCIA.
- a) The parties irrevocably waive any objection which they might at any time have to the LCIA being nominated as the forum to hear and decide any proceedings and to settle any disputes and irrevocably agrees not to claim that the LCIA is not a convenient or appropriate forum.
- b) The parties agree that the arbitrator will have the primary power to decide any question about the arbitrability of any claim, dispute or other difference between them. The arbitrator may award, in addition to declaratory relief, preliminary permanent injunctive relief and actual damages. The arbitrator will not have the authority to award attorneys’ fees, costs, or economic, consequential, punitive, exemplary or incidental damages, except that the arbitrator may award to Obsydien such relief in a proceeding brought by Obsydien against a Team Member for slamming customers. Each party will bear the expense of its own attorney’s fees. The decision of the arbitrator may be enforced in any court of competent jurisdiction.
- c) Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any mark, copyright, or other intellectual property or proprietary or confidential information of Obsydien without Obsydien’s prior written consent. Obsydien may seek any applicable remedy in any applicable forum with respect to these disputes.
- d) Nothing in this rule shall prevent Obsydien from terminating the Agreement or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect Obsydien’s interests prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding.
- e) Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Agreement, the P&Ps or the Obsydien Compensation Plan.
- f) Any modification of this arbitration provision shall not apply retroactively to any dispute which arose or which Obsydien had notice before the date of modification.
- g) Nothing in this rule shall prevent Obsydien from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect Obsydien’s interests prior to the filing of or during or following any arbitration of other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding.
18.4 – Class Action
As part of the consideration exchanged for the opportunity of being a Team Member, all parties expressly waive and disclaim any right to bring any claim in any and all forums as a class action. No party may serve as a class Team Member or a member of a class in litigation adverse to another Team Member, Obsydien or any of their affiliates.
18.5 – Indemnity
Each Team Member agrees to indemnify and hold Obsydien and its affiliates, and their respective officers, directors, shareholders and employees (the “Indemnified Parties”), jointly and severally, harmless from and against any and all alleged claims, damages, expenses, fines or penalties, including any lawyers’ fees, arising out of his or her (i) activities as a Team Member including, without limitation, any unauthorized representations, prohibited conduct at Obsydien events; (ii) breach of the terms of these P&Ps, the Obsydien Compensation Plan or the Agreement; or (iii) violation of or failure to comply with any applicable federal, provincial, territorial or local law or regulation.
18.6 – Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OBSYDIEN AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER TEAM MEMBERS SHALL NOT BE LIABLE FOR, AND EACH TEAM MEMBER HEREBY RELEASES THE FOREGOING FROM, AND WAIVES ANY CLAIM FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LITIGATION) WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO OBSYDIEN’S OR ANY AFFILIATES’ PERFORMANCE, NON-PERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP, USE OR MISUSE OF ITS PRODUCTS OR OTHER MATTERS BETWEEN ANY TEAM MEMBER AND OBSYDIEN, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18.7 – Amendments
Obsydien reserves the right to amend its P&Ps, the terms of the Agreement, the Obsydien Compensation Plan, company materials, program and prices for product, from time to time, in its sole discretion, which modifications shall become a binding part of this Agreement. Such amendments shall be published on the Obsydien corporate website or by other means determined by Obsydien and shall become effective thirty (30) days after publication. A Team Member’s continued acceptance of commissions or bonuses shall constitute his or her acceptance of any and all amendments.
18.8 – Severability
If under any applicable law or rule of any applicable jurisdiction, any provision of the Agreement, the P&Ps or the Obsydien Compensation Plan is held to be invalid or unenforceable, the remainder of the Agreement will be interpreted as best to effect the intent of the parties hereto. The remaining provisions of the Agreement, the P&Ps or the Obsydien Compensation Plan, as the case may be, shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from the Agreement, the P&Ps or the Obsydien Compensation Plan.
18.9 – Force Majeure
Obsydien shall not be responsible for delays or failure in performance caused by circumstances beyond its control, such as acts of terrorism, natural disasters, strikes, labour difficulties, fire, war, acts or omissions of third parties including suppliers or contractors, disruptions in communication systems, government decrees or orders or curtailment of a party’s usual source of supply.
18.10 – Waiver
No failure or delay of Obsydien to exercise any power or right under this Agreement or to insist upon strict compliance by a Team Member with any obligation or provision shall constitute a waiver of the Obsydien’s right to demand exact compliance therewith. Waiver by Obsydien can be effective only in writing by an authorised officer of the Obsydien. The waiver by Obsydien of any provision or breach of any provision of this Agreement must be in writing and a specific written waiver shall not constitute a continuing waiver of any subsequent breach of the same or a different provision or for the same or different Team Member.
18.11 – Recordkeeping
Obsydien encourages Team Members to keep complete and accurate records of all their business dealings.
These P&Ps are incorporated into the Agreement along with the Compensation Plan, and constitutes the entire agreement of the parties regarding their business relationship.
The Agreement and these P&Ps shall be governed by the laws of the UK and the jurisdiction of all claims arising hereunder shall be in the City of London