Terms and conditions of the Independent Consultant Agreement and Trade Mark Licence 

1. This Independent Consultant Agreement and Trademark Licence (the Agreement”) is made by me or (if more than one person is named overleaf as an Applicant) by each of us with The 1:1 Diet by Cambridge Weight Plan Limited (the “Company”) which is at all times acting as a principal. In this Agreement references to “I” or “me” are to the person named overleaf as the Applicant and (if more than one person is named as an Applicant) to each person. Where more than one person is named as an Applicant, each person shall be fully liable separately to perform the obligations in this Agreement as well as being liable together.  

2. Upon successful completion of the Company’s accreditation process I will be an Independent Consultant. As such I will be a self-employed independent contractor and not an employee, agent or representative of the Company or my Sponsor. I will be solely and personally responsible for all levies and taxes on income I earn as a Consultant including Value Added Tax and National Insurance Contributions. My business as a Consultant will be independent in every respect of the business of the Company and of any other business.  

3. I agree to be bound by and to comply with:  

3.1 the Company’s policies and procedures in the Policies and Procedures Manual (the “PPM”);  

3.2 the methods, processes and rules set out in the Consultant Reference Library accessible and provided to me by the Company (the “Reference Library”);  

3.3 the trade mark licence included as part of this agreement;  

3.4 any other Company policies and applicable business, marketing and remuneration plans (including advertising regulations, discounts, commissions and bonuses, pricing of products and marketing structure) which are notified to me; and  

3.5 the Consumer Code of Practice of the Direct Selling Association as amended from time to time.  

4. This Agreement and all the documents referred to at clause 3 above comprise the entire agreement between the Company and me.  

5. As a Consultant I may, in accordance with this Agreement, purchase a range of weight loss products from the Company for resale to members of the public, the volume and price of these products being dependent upon my status as defined by accreditation procedures. I will purchase and sell products as a principal, solely on my own account. I may, in accordance with the procedures set out in the PPM, sponsor others as prospective Consultants.  

6. The Company may modify the terms and conditions set out in this Agreement, the PPM, and/or its other literature, schemes and policies and its product prices from time to time at its discretion. I agree that:  

6.1 I shall be bound by such changes upon notification either specifically to me or generally through official Company literature, provided that the Company gives me at least 30 days’ advance written notice of any change in my annual financial obligation; and  

6.2 my consent is not required to such changes.  

7. Each annual renewal of this Agreement shall be upon the then current version of these terms and conditions and the PPM.  

8. Any communication provided in accordance with this Agreement, directed towards the parties as outlined within this Agreement, will be considered as officially conveyed when put in writing by one party and received by the other. The acknowledgment of receipt will be assumed to have occurred 48 hours following the date of such communication.  

9. If the Company delays or does not take action to enforce its rights under the Agreement or to exercise its right to terminate, this does not prevent it from taking action later.  

10. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The affected party shall promptly notify the other party setting out the circumstances of delay or failure together with such evidence to verify this as it can reasonably provide, and specifying the period for which it is estimated that the prevention or delay shall continue. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, but shall nevertheless use best endeavours to resume full performance of its obligations, provided that if the period of delay or non-performance continues for two months, the party not affected may terminate this Agreement by giving 30 days’ written notice to other party.  

11. I acknowledge that my personal details, including my name, contact information, and particulars concerning the products I purchase, could potentially be revealed by the Company to any third party, including Consultants who are eligible to receive commission based on the products I’ve ordered. This disclosure is carried out with the purpose of validating the accurate calculation of said commissions. In instances where I sponsor additional Consultants or their Sponsors, I commit to upholding the confidentiality of any information furnished to me by the Company concerning these Consultants, in adherence to the guidelines stipulated by the UK General Data Protection Regulation (UK GDPR).  

12. This Agreement is governed by English law.  

Obligations  

13. Without in any way limiting or reducing my obligation to comply with the documents referred to including the PPM, the Reference Library, the Brand Guidelines, and/or other Company policies, I agree as follows:  

13.1 to conduct my business as a Consultant in an ethical and honest manner and not to do anything which may harm or damage the reputation of that business or of the Company;  

13.2 to comply with all laws relating to the conduct of my business as a Consultant, including the promotion and sale of The 1:1 Diet by Cambridge Weight Plan products and services as a Consultant;  

13.3 to conduct and control and be personally responsible for my business as a Consultant myself and not to assign or transfer or share (in whole or in part) such business or this Agreement (which is personal to me) to or with any other third party as per Section 1.2 of the PPM;  

13.4 to conduct a face-to-face screening interview with each client and complete an electronic Personal Record Form (ePRF) (see clause 14) before any supply of products and thereafter to maintain regular contact in accordance with the PPM  

13.5 not to sell the Company’s products through any retail outlet (other than as approved by the Company);  

13.6 not to sell, or knowingly or recklessly allow to be sold, any of the Company’s products via the internet on any online sales platform;  

13.7 to adhere to the rules and policies for advertising the Company’s products, in particular as set out in the Brand Guidelines and the PPM;  

13.8 not to make any claims for the Company’s products which are not set out in (or which are contrary to or inconsistent with) any literature supplied by the Company, or the Company’s website;  

13.9 not, while a Consultant, to promote, sell or deal in any other formula diet or weight loss programme or sell or distribute any products which compete with those of the Company.  

13.10 not, for a period of six months after ceasing to be a Consultant for whatever reason will I be permitted to promote, sell or deal in any other formula diet or weight loss programme or sell or distribute any products which compete with those of the Company via a self-employed direct selling model similar to that of the company. I recognise that this clause is limited to within the United Kingdom, the Channel Islands, Isle of Man and the Republic of Ireland.  

14. I understand and agree that I shall complete correctly and keep an ePRF for every person to whom I supply products. In relation to ePRFs, I also understand and agree that:  

14.1 the ePRFs are and remain at all times the property of the Company;  

14.2 I must retain all ePRFs safely and keep them confidential  

14.3 ePRFs must be available for inspection for a minimum period of two (2) years after the client has finished using The 1:1 Diet by Cambridge Weight Plan;  

14.4 I agree to the Company accessing my ePRFs for auditing purposes without any prior warning or notification  

14.5 the Company’s product and public liability insurance cover is dependent upon the proper completion and handling of ePRFs and adherence to the PPM.  

15. I understand that I am not allowed to pay, or agree to pay, more than £100/€115 to the Company (whether in respect of a Starter Kit or products or any other matter) until seven days have expired from the date on which this Agreement is made.  

16. I will conduct my business as a Consultant only within the United Kingdom, the Channel Islands, Isle of Man and Republic of Ireland (unless otherwise agreed with the Company in writing), but within these territories there will be no territorial restrictions on my business.  

17. I will notify the Company in advance of any change of contact details, including my name, postal and email address(s) and telephone number(s).  

18. I shall not, except as authorised or required by the Company, reveal to any person any of the trade secrets or confidential information of the Company which may come to my knowledge during the term of this Agreement. I shall keep all such information confidential and shall not use or attempt to use any of it in any manner which may injure or cause loss (directly or indirectly) to the Company or its business or be likely to do so. This restriction shall continue to apply after the termination of this Agreement without limit in time but shall cease to apply to information or knowledge which may come into the public domain otherwise than by my failure to comply with this clause 21.  

19. I understand and agree that:  

19.1 the Company is authorised by its parent company, Cambridge Nutritional Foods Limited, to grant licences of certain trade marks, (the “Trade Marks”) details of which are set out in this Agreement referred to in this clause and trade names, logos, designs, symbols, slogans, copyright and related rights, domain names, know how, confidential information, drawings, plans and other identifying materials whether or not registered or capable of registration relating to its dietary and nutritional products (collectively, the “Intellectual Property” including the Trade Marks).  

19.2 I am also on the date of this Agreement entering into the Trade Mark Licence in the Company’s standard form.  

19.3 I shall not, by virtue of this Agreement, obtain or claim any right, title or interest in or to the Intellectual Property (including the Trade Marks) except those rights of use specifically set out in this Agreement, and I acknowledge and agree that all such use shall at all times be for the benefit of the Company.  

Rights and Termination  

20. I may, by written notice to the Company, cancel this Agreement at any time within 14 days of entering into it. In such circumstances the Company will refund to me all sums paid by me to the Company or to any other participant in connection with my participation in this selling system under this Agreement. Further information can be found in Section 4.3 of the PPM  

21. The Company reserves the right for any reason to terminate this Agreement immediately by giving me written notice within 14 days of my entering into this Agreement.  

22. After the first 14 days of this Agreement either I or the Company may terminate this Agreement at any time by giving not less than 14 days’ written notice to the other.  

23. If the Company gives notice to terminate this Agreement under clause 23 or either I or the Company give notice to terminate this Agreement under clause 23, then:  

23.1 I shall be released without penalty from any future contractual obligations other than to pay the price of any products delivered to me and not returned by me in accordance with these provisions.  

23.2 I can return to the Company any products (including complete training and promotional materials, business manuals and kits) I have purchased from the Company under this Agreement within the 90 days prior to termination which remain unsold, and provided that these products are already held by the Company or are delivered to it at the address set out in this Agreement (or to such alternative address within the United Kingdom as the Company may specify) within 14 days of termination, the Company shall reimburse me the price (inclusive of Value Added Tax) which I paid for them less (if notice to terminate is given by me):  

23.2.1 in the case of any products which have deteriorated due to my fault, an amount equal to the diminution in their value resulting from such deterioration; and  

23.2.2 a reasonable handling charge.  

23.3 If the notice to terminate this Agreement is given by the Company the deductions referred to in paragraph 23.4 below will not be made and the Company will meet the expense of delivering to it the products returned.  

23.4 I can return to the Company any products (including complete training and promotional materials, business manuals and complete Starter Kits) which I have purchased from the Company under this Agreement more than 90 days but within one year prior to termination which remain unsold and, provided that these products are already held by the Company or are delivered to it at the address set out in this Agreement (or to such alternative address within the United Kingdom as the Company may specify) within 14 days of termination, the Company shall (subject to paragraph 23.5 below) reimburse me with not less than 90% of the VAT inclusive price paid by me for the products. For the full guide lines on returning products please refer to Section 20 of the PPM.  

23.5 Any reimbursement by the Company of any amount in respect of products under paragraph 23.4 above is subject to:  

23.5.1 such products not having been purchased or acquired in breach of this Agreement;  

23.5.2 such products being returned to the Company in an unused, commercially resaleable condition; and  

23.5.3 the Company not having informed me prior to purchase that the products were seasonal, discontinued or special promotion products which were not to be subject to the buyback provision of clause 25.  

24. At any time prior to termination of this Agreement the Company shall, if requested by me, buy back any products returned by me which I purchased from the Company at any time within one year of the date of such request subject to and upon the terms set out in clauses 23.  

25. If I sponsor a Consultant and that person’s Agreement with the Company is terminated, then if the Company refunds the amounts due to that Consultant in respect of products returned to the Company by that Consultant, any commission paid to me in respect of such products shall be repaid by me to the Company provided that I receive notification from the Company of the repayment due within 120 days of the date on which the commission was paid to me.  

26. I am aware that providing my details on this form is necessary and the Company will only process this in line with my role as a Consultant.  

27. If the Company becomes aware of any previous criminal convictions that may impact the reputation of the brand, this may be investigated and your ICA be terminated.  

Trade Mark Licence  

28 Subject to the terms of this Licence, the Company hereby grants to the Licensee(s) for so long as the Licensee(s) remains bound by the terms of this agreement as defined below, the non-exclusive right to use the Trade Marks upon or in relation to the Goods and Services and for so long as the Company is authorised by CNFL to grant this Licence.  

29 The Licensee(s) hereby undertakes to the Company:  

29.1 to use the Trade Marks in relation to the Goods and the provision of the Services only so long as such use is in accordance with the Brand Guidelines and to permit the Company or its authorised representative on request to inspect the quality of the Goods and the provision of the Services;  

29.2 not to use any of the Trade Marks or any confusing similar mark as the Licensee(s)’s business name;  

29.3 only to display the Trade Marks and use them on advertising, promotional and other documentary material including invoices and office stationery or only otherwise to use the Trade Marks in accordance with the directions of the Company;  

29.4 not by any action or inaction to allow the Trade Marks to become misleading particularly as to quality, nature or geographic origin or to become generic;  

29.5 not apply for, or obtain, registration of any of the Trade Marks for any Goods or Services in any country or any trade or service mark which is in any manner confusingly to any of the Trade Marks.  

30 If the Licensee(s) learns of any infringement or threatened infringement of the Trade Marks or of any activity potentially detrimental to the Trade Marks (such as unauthorised use of the Trade Marks), the Licensee(s) shall, without delay, notify the Company giving full particulars of such circumstances.  

31 The Company and/or CNFL shall have the conduct of all and any proceedings relating to the Trade Marks and shall in their sole discretion decide what action if any to take in respect of any infringement or alleged infringement of the Trade Marks or passing off or any other claim or counterclaim brought or threatened in respect of the use of the Trade Marks. The Company and/or CNFL shall not be obliged to bring or defend any proceedings whether for infringement or otherwise in relation to the Trade Marks if they decide in their sole discretion not to do so and the Licensee(s) shall not be entitled to bring any action for infringement under section 30 of the Trade Marks Act 1994, regardless of any such decision.  

32 The Company shall have the right to terminate this Licence immediately with notice in writing to the Licensee(s) in the event that:  

32.1 the Licensee(s) fails to perform or observe any of its obligations under this Licence, provided that in the case where (in the opinion of the Company) the breach is remediable, such notice from the Company shall also require the Licensee(s) to remedy such a breach and if the Licensee(s) does so within 30 days of such notice being served, such notice to terminate this Licence shall be deemed to be void and of no effect; or  

32.2 The Licensee(s) disputes or challenges the validity of any of the Trade Marks during the term of this Licence.  

33 This Licence shall automatically terminate without notice in the event that an interim order is applied for or made, or a voluntary arrangement is proposed or approved, or if a petition for a bankruptcy order is presented, or a bankruptcy order is made against the Licensee(s), or if a receiver or trustee in bankruptcy is appointed of the Licensee(s)’s estate, or a voluntary arrangement is proposed or approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the Licensee(s)’s assets or undertakings, or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a windingup petition or make a winding-up order, or other similar or equivalent action is taken against or by the Licensee(s) by reason of insolvency or in consequence of debt. For the purposes of this clause 6, the term ‘Licensee’ includes any business which is established by the Licensee(s) for the purposes of them providing the Goods and Services under their ICA and this Licence.  

34 This Licence shall automatically terminate immediately upon the earlier of:  

34.1 the expiry or termination for any reason whatsoever of the Licensee(s)’s ICA; or  

34.2 the termination of CNFL’s licence to the Company in respect of any of the Trade Marks.  

35 On expiry or termination of this Licence all rights and licences granted under it shall cease automatically to be of any force and effect and the Licensee(s) will if required, at the Company’s sole cost, fully co-operate with the Company to secure the removal of any registration of this Licence at the Trade Marks Registry.  

36 For the avoidance of doubt, the reputation and goodwill associated with the Company’s name, CNFL’s name and Trade Marks, including any reputation and goodwill that may accrue as a result of the Licensee(s)’s use of the same, are reserved and shall belong absolutely to the Company and/ or CNFL. The Licensee(s) agrees to execute such documents and to do such things as the Company requests from time to time, including after termination of this Licence, to confirm any such rights to the Company and/or CNFL.  

37 This Licence is personal to the Licensee(s) may only be exercised by the Licensee(s), and may not be transferred to any third party.  

38 This Licence shall be construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England.