AGENCY TERMS AND CONDITIONS

Please read these Terms and Conditions and the Agency Agreement (hyperlink) carefully before registering as a Hemp2Wellness Agent.

  • By registering as a Hemp2Wellness Agent you agree to be bound by these Terms and Conditions which incorporate the Agency Agreement (hyperlink). If you do not agree to these Terms and Conditions you should not register as a Hemp2Wellness Agent.
  • Hemp 2 Wellness Ltd is a company registered in England and Wales under number 10182300 whose registered office is at 1 Westbrook Crescent, Cockfosters, Barnet, England, EN4 9AP (referred to herein as “Hemp 2 Wellness”, “we”, “us” and “our”).
  • Hemp 2 Wellness reserves the right to change these Terms and Conditions  in whole or in part, from time to time at our sole discretion, and to provide you with notice of such change by any reasonable means, including without limitation posting the revised draft of these Terms and Conditions on our Website. Your continued role as a Hemp2Wellness Agent following the posting of changes to these Terms and Conditions will mean that you accept those changes.
  1. Your Appointment
    • By accepting these Terms and Conditions via your personal WooCommerce login webpage and us confirming receipt of your signed Agency Agreement you shall be appointed as a marketing agent unless and until terminated in accordance with these Terms and Conditions to promote the sale of the products on the website (https://hemp2wellness.co.uk/ sold by or for Hemp2Wellness and any other products sold by or for Hemp2Wellness as may be added from time to time on https://hemp2wellness.co.uk/ (“Products”).
    • You agree to act as our marketing agent and shall at all times act dutifully and in good faith in all relations and dealings with us and on our behalf
    • At all times we shall be able to make sales of Products to customers without restrictions, and to appoint other agents to sell and promote the Products.
  2. Your Obligations
    • You must use commercially reasonable endeavours to find and obtain customers for the Products.
    • You will, at your own cost and expense, be responsible for promoting and advertising the Products as reasonably required and as directed by us
    • You must comply with all applicable laws and regulations relating to the Products.
    • You must not enter into any contracts or negotiations with any customers on our behalf for the sale of the Products.
    • At all times when dealing with the Products you shall describe yourself as a “Marketing Agent”
    • At no time will title in, and to, the Products pass to you.
    • We shall be entitled from time to time to alter the price and/or range of Products, or to discontinue any of the same at any time.
    • You must keep us fully informed of all anticipated sales and requirements made by you via the Website in order to allow us to fulfil all orders and comply with these terms.
    • You shall promptly inform us of all enquiries concerning the Products, particularly any complaint or after-sales query received by you, any matters likely to be relevant in relation to the manufacture, sale, use or development of the Products, and all applicable laws or regulations concerning the Products which you become aware.
    • At all times you shall comply with all instructions given by us.
    • You must not:
      • use any advertising, promotional or selling materials in relation to the Products except those provided to you by us;
      • make any representations, warranties or guarantees in relation to the Products without our express written consent;
      • do anything which might impair our goodwill in relation to the Products or the validity of any trademarks used in connection; or
      • be concerned or interested, either directly or indirectly in the sale of any goods which compete with, or are similar to, the Products.
  3. Method of Sale
    • Any customer order for Products must be made via https://hemp2wellness.co.uk/ (the “Website”).
    • All contracts for the Products shall be made between the customers and us. These will be made through the Website and in accordance with the Website terms and conditions.
    • You must complete an order form for every interested customer on the Agent Page (hyperlink) (“Order Form”). You must immediately send the payment link, order details and terms and conditions to the customer via the Website.
    • An order for a customer shall only be placed once payment has been made in full to us by the customer, they have confirmed the order details and terms and conditions and the order has been accepted by us in accordance with the terms and conditions displayed on the Website.
  4. Marketing Material
    • We will supply you with advertising, promotional materials, information, and any other reasonable documentation for the purpose of promoting the Products (“Marketing Material”).
    • You must only use the Marketing Material to promote the Products.
    • At all times all intellectual property rights in the Marketing Material is our property and you shall not acquire any of its rights.
  5. Commission
    • The rate of commission payable to you for each of the Products is specified on the Agent Page (https://hemp2wellness.co.uk/affiliates/?tab=stats) from time to time.
    • We have the right to amend the rates without notice.
    • Subject to these Terms and Conditions, the rates of commission will be payable to you by us only where you have completed an Order Form on behalf of a customer and the sale for that customer has been successfully concluded via the Website.
    • The rate of commission shall be the amount automatically calculated on the completed Order Form for the items in the relevant customer’s order however, at all times, we reserve our absolute right to amend, correct or vary the rate of commission where there has been a manifest error. Any such amendment will be notified to you without unreasonable delay.
    • Commission will only become due once a customer order has been fulfilled in full by us.
    • You will not be entitled to any commission on any items which have been unfulfilled, returned, rejected or refunded for whatever reason.
    • You will be paid for all commission that have become due in that calendar month on or around the 27th of each month.
    • Where commission has been paid to you and the customer has either returned, rejected or obtained a refund for the item, we shall either deduct such sums paid to you as commission from any subsequent commission payable to you, or request that you refund the amount paid to you as commission within 14 days of demand.
    • You will be entitled to any commission properly due to you under these Terms and Conditions after these terms have terminated if an Order Form was entered onto the Website and a payment request was sent to the relevant customer before your termination under these Terms and Conditions.
    • All sums payable under these Terms and Conditions include any value added tax or other applicable sales tax. Where any withholding tax or similar deduction is required to be made, the sum in question shall be paid once such tax is deducted.
  6. Intellectual Property
    • Intellectual Property Rights means:
      • any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
      • rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (i);
      • rights of the same or similar effect or nature as or to those in paragraphs (i) and (ii) which now or in the future may subsist; and
      • the right to sue for past infringements of any of the foregoing rights
    • You shall promptly notify us of any actual, threatened or suspected infringement of any of our Intellectual Property Rights which come to your attention.
    • You shall promptly notify us of any claims made by any third party that the importation or sale of the Products, infringes the Intellectual Property or other rights of any other person.
    • If requested by us you shall be required to do all things, as reasonably required, to assist us in taking or resisting any proceedings in relation to any infringement or claim which may be notified under these Terms and Conditions.
    • You have no rights in respect of any trade names, trademarks or any associated goodwill relating to Hemp2Wellness or in relation to the Products.
    • You shall not use any trade names or trademarks resembling Hemp2Wellness’ trademarks which may cause confusion or deception.
    • You acknowledge that you shall not acquire any of the aforementioned rights in our Intellectual Property or Products and all such rights and goodwill are vested in Hemp2Wellness and shall remain so.
    • You shall, at our expense take all such steps as we may reasonably require to assist in maintaining the validity and enforceability of the Intellectual Property Rights belonging to Hemp2Wellness.
    • You shall not do, or omit to do, any act which would or might invalidate or be inconsistent with our Intellectual Property Rights. Equally, you shall not authorise any third party to do, or omit to do any act which would have same effect.
    • Should there be any loss or liability incurred by us as a result of your use of our Intellectual Property Rights (unless provided for in these terms) you shall indemnify us in respect of these losses.
  7. Confidentiality
    • Confidential Information means information which is disclosed to you by us pursuant to, or in connection with, these Terms and Conditions (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). Unless authorised in writing by us, you shall, at all times during the continuance and on termination or expiry of these terms:
      • Use reasonable endeavours to keep confidential all Confidential Information;
      • Not disclose any Confidential Information to any other person;
      • Not use any Confidential Information for any purpose unless set out by and subject to these terms;
      • Not make copies of, record in any way of part with possession of any Confidential Information; and
      • Ensure that none of your directors, officers, employees, agents or advisers do any act which, if done by that party, would be a breach of any of the above provisions.
    • You may disclose any Confidential Information to any governmental or other authority or regulatory body only if it is required by law. This is subject to you using reasonable endeavours to ensure that the person in questions keeps the information confidential and uses it only for the purposes for which the disclosure is made.
  8. Force Majeure
    If any circumstances occur beyond our reasonable control which affects, or may affect, the performance of any of our obligations under these terms, we shall notify you of the nature and extent of the circumstances in question. We shall not be deemed to have breached these Terms and Conditions, or be liable to you for any delay in performance (or non-performance) of any of our obligations.
  9. Termination
    • Either party may immediately terminate these Terms and Conditions by giving no less than 30 days’ written notice to the other Party if:
      • The other Party commits any other breach of any of the provisions of these terms and, where there is a remedy for that breach, fails to remedy it within 7 days despite being given written notice giving full particulars of the breach and its requirement to be remedied;
      • An encumbrancer takes possession, or (where the relevant Party is a company) a receiver is appointed, of any of the property or assets of the other Party;
      • The other Party makes any voluntary arrangement with his or its creditor or its creditors or (being a company) becomes subject to an administration order under the Insolvency Act 1986;
      • The other Party either has a bankruptcy order made against him (as an individual or a firm) or it goes into liquidation, (as a company) except for the purposes of amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under these terms;
      • Anything similar to any of the foregoing under the law of any jurisdiction occurs in relation that other Party;
      • That other Party stops, or threatens to stop, to carry on business; or
      • Control of that other Party is acquired by any person or connected Persons not having control of that other party on the date of these terms.
    • For the purposes of (ii) above, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that the time for performance of that obligation is not of the essence).
    • The rights to terminate these Terms given by this paragraph shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
  10. Tax
    • You warrant and represent to us that you consider yourself to be self-employed in respect of these Terms and Conditions.
    • Accordingly you undertake to us that you will be responsible for and pay all income tax and National Insurance contributions and similar taxes and contributions in relation to payments made to you pursuant to these Terms and Conditions.
    • You also undertake to indemnify us in respect of any claims that may be made by the relevant authorities against us in respect of income tax, National Insurance and similar taxes or contributions relating to these Terms and Conditions.
  11. Relationship of the Parties
    • Nothing in these Terms and Conditions shall create or give rise to any relationship between you and us of partners, employer and employee or joint venturers.
    • The relationship of the Parties under these Terms and Conditions shall be that of marketing agent and principal.
    • You do not have any right or power to obligate or bind us in any manner whatsoever.
  12. Nature of the Terms
    • These Terms and Conditions are personal to you and us and neither may sub-contract, assign, mortgage or charge (unless it is a floating charge), any of its rights under these Terms and Conditions or otherwise delegate any of its obligations except with the written consent of the other party. Such consent should not be unreasonably withheld.
    • These Terms and Conditions contain the entire agreement between you and us relating to the subject matter which may not be modified without an instrument in writing signed by both you and us.
    • You agree that you are not relying on any representation, warranty or other provision except for those expressly provided for in these Terms and Conditions. All conditions, warranties or other terms implied by statute or common law are completely and wholly excluded.
    • No failure or delay by us in exercising any of our rights under these Terms and Conditions shall be deemed to be a waiver of those rights.
  13. Severance
    You and us agree that, if one or more of the provisions in these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) shall be deemed severed from these Terms and Conditions. The remainder of the Terms and Conditions will remain valid and enforceable.
  14. Law and Jurisdiction
    • These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by the laws of England Wales, and shall be interpreted accordingly.
    • Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.
  15. Interpretation
    • Unless the context otherwise requires, each reference in these Terms and Conditions to the following:
      • a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
      • any reference to any statute, statutory instrument, order, regulation or other similar instrument (including any EU order, regulation or instrument) will be construed as including references to any statutory modification, consideration or re-enactment of that provision (whether before, on or after the date of this Agreement) for the time being in force, including all instruments, orders or regulations then in force and made under or deriving validity from that legislation;
      • the words ‘include’, ‘including’, ‘in particular’ or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms;
      • the words and phrases ‘other’, ‘including’ and ‘in particular’ or similar words shall not restrict the generality of any preceding words or be construed as being limited to the same class, acts, things or matters as the preceding words where a wider construction is possible;
      • the use of the singular includes the plural and vice versa and words denoting any gender will include a reference to each other gender;
      • a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
      • a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; and
      • a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established.
      • the headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms.