Policies and Procedures
LILY & LOAF International Ltd., sell products via authorised Resellers, and offer financial bonuses to Resellers as part of the LILY & LOAF Reseller Earning Plan, which includes ‘Direct Customer Profit’ and ‘Reseller Referral Rewards’. To receive bonuses, a Reseller must meet requirements as laid out in the LILY & LOAF Reseller Earning Plan and adhere fully to the letter and spirit of the terms and conditions of the Reseller Agreement, and these Policies and Procedures.
LILY & LOAF supply products that include nutritional food products, health and beauty products, and other related products.
LILY & LOAF is the authorised Importer of Nature’s Sunshine Products Inc.’s products in the UK, Republic of Ireland, and Channel Isles.
It is the responsibility of the Reseller to make themselves familiar with the Policies and Procedures, and to ensure that their Reseller Account remains active. Failure to maintain an active Reseller Account can result in the loss of your Reseller Account, Reseller Referrals and Direct Customers. Any requested changes to the Resellers Account should be notified to Customer Services as soon as possible, and all changes will be subject to Company approval.
Please read the following carefully. You can download and print a copy of the Policies & Procedures here.
In these Policies and Procedures, the following terms shall have the meanings specified:
The Company, Lily & Loaf, we, us: Refers to Lily & Loaf International Ltd.
Products: Any item from any range offered for sale by the Company. Not all product ranges are available in all countries
Reseller: An individual, or Corporate Entity who has agreed to a Reseller Agreement and has been accepted and authorised by the Company. A Reseller is an independent account holder. A Reseller is not an employee of the Company.
Affiliate: A Reseller who does not buy products at wholesale price for resale. The Direct Customers of an Affiliate will order from the Company’s website, or will have orders drop-shipped to them by the Company at the Affiliate’s request.
Reseller Account: A Resellers account with the Company. Neither the term “Reseller”, “Resellers” or “Reseller Account” shall connote any right or interest in the Company, its products or anything other than the right to resell Company products.
Reseller Agreement: The binding contract between the Reseller and the Company governing such Reseller Account.
Reseller Application: The Reseller Agreement to be submitted to the Company, which is subject to acceptance or rejection by the Company.
Referred Reseller: An individual or Corporate Entity referred by a Reseller, who has agreed to, or renewed, a Reseller Agreement and has been accepted and authorised by the Company.
Direct Customer: A Customer who purchases products for personal use only. Direct Customers have their own personal Direct Customer Account with the Company.
Retail Customer: A customer that purchases product directly from a Reseller at the suggested retail price, or a price set by the Reseller that is no less than the Reseller wholesale price.
Corporate Entity: means a corporation, limited liability company, or other legal entity approved by the Company to act as a Reseller.
Personal Group: A Reseller’s personally sponsored Direct Customers and Referred Resellers that are not associated with any other Lily & Loaf Reseller.
Reseller Earning Plan: The plan detailing how a Reseller earns financial bonuses. The Financial Earning Plan can be changed at any time the Company’s discretion.
Personal Order Volume (POV): The total amount of order volume accumulated each month on a Reseller Account, and total amount of order volume from their personally sponsored Direct Customers.
Referred Order Volume (ROV): The total amount of order volume accumulated each month by all of the Referred Resellers in a Resellers Personal Group
2. POLICIES AND PROCEDURES
The Company has established the following Policies and Procedures to help to support the business of Resellers, and the Company.
a) The Reseller Agreement, these Policies and Procedures and any related documents will be interpreted under English law. In the event of conflict between the English version of the Reseller Agreement or these Policies and Procedures and any related documents, and any foreign language version of the Reseller Agreement or Policies and Procedures and any related documents, the English version shall prevail.
b) These Policies and Procedures are effective from 1st July 2019. Any provision or course of dealing established under a previous version of these Policies and Procedures is no longer valid or recognised by the Company.
c) These Policies and Procedures may be amended from time to time, and the most recent version will be posted on the Company website. The online version of these Policies and Procedures will supersede all other previous online or printed versions.
d) It is in the interest of the Reseller to comply with the provisions of these Policies and Procedures, as a breach of policy may result in the loss of the Reseller’s right to information concerning their Reseller Account and their customers, the right to receive monies from the Reseller Earning Plan, and/or the termination of the Reseller Account.
e) The Company reserves the right to change, amend or update any of the Policies and Procedures at any time, and reserves the right to overrule any policy or procedure at its own discretion.
f) Changes to the policies will become effective and binding with immediate effect after appearance in any Company publication notice or posting on the Company website. New policies, forms and literature replace old policies, forms, and literature. Resellers should destroy outdated or invalid literature and forms. The Company does not accept returns of any outdated materials and is not obligated to reimburse any Reseller for outdated materials in their possession.
g) No Waiver of Policy Enforcement: The Company’s failure to enforce any of these Policies and Procedures with one Reseller does not waive the Company’s right to enforce any such provision(s) with that same Reseller or any other Reseller.
3. GENERAL GUIDELINES
a) Resellers are independent account holders and shall conduct themselves in a professional, ethical, and lawful manner. Contact the Company for advice on any potential legal problem or concern affecting your Reseller Account.
b) Nutritional products sold by the Company are as food supplements only.
NO PRODUCT IS SOLD FOR DIRECT OR INDIRECT USE IN THE PREVENTION, CURE, TREATMENT OR MITIGATION OF DISEASE.
c) DO NOT DIAGNOSE DISEASES OR “PRESCRIBE” ANY PRODUCTS.
Only licensed medical doctors may diagnose or prescribe treatment for disease.
d) Never recommend to anyone that he/she discontinue the services, recommendations or medications of any doctor or other healthcare professional.
e) Learn about and become familiar with the Company's range of products and take advantage of Company produced online training resources.
4. CODE OF ETHICS
Authorised Resellers agree to conduct themselves with honesty, fairness and in an ethical and professional manner at all times, and agree to:
(i) be courteous, respectful, honest, and fair in all dealings whilst acting as a Reseller.
(ii) perform any professional activities in a manner that will enhance the positive reputation of the Company.
(iii) fulfil Reseller responsibilities by supporting their Referred Resellers and Direct Customers.
(iv) respect the customer relationship of every other Reseller and in no way attempt to interfere with or change those relationships.
(v) not make disparaging or untrue claims about other Resellers.
(vi) follow the Policies and Procedures, and make best efforts to follow the spirit, as well as the letter of the Policies and Procedures.
(vii) abide by the terms and conditions you have committed to upon signing (or agreeing to) the Reseller Agreement.
(viii) not diagnose or prescribe treatment for disease, nor make any claims.
(ix) never recommend to anyone that he/she discontinue the services, recommendations, or medications of any doctor or other health-care professional.
(x) not misrepresent or make representations regarding the income potential of the Reseller Earning Plan.
(xi) not misrepresent the Company, or engage in disparaging, misleading, deceptive, or illegal practices.
(xii) guarantee all customer sales according to the terms of the Customer Return Policy detailed on the Company’s website.
(xiii) not omit, or cause or permit to be omitted, any material particularly relating to the Company, the Reseller Earning Plan,
or the Policies & Procedures.
(xiv) not use, or cause or permit to be used fraud, coercion, harassment or unconscionable or unlawful means to promote the Company's products or Reseller Earning Plan.
(xv) not make false claims that would damage or disparage the reputation of the Company or its employees.
(xvi) not disparage or misrepresent Synergy or Synergy's products, business, or marketing plan. Synergy is a wholly owned subsidiary of Nature’s Sunshine Products Inc. and applies the same rule in their policies. Enquiries please contact email@example.com
5. RESELLER ACCOUNT
a) Reseller Agreements are granted at the Company’s discretion. The Company reserves the right to refuse any application for a Reseller Account.
b) Becoming a Reseller:
To become a Reseller you must,
(i) be at least 18 years of age
(ii) submit and agree to the terms of a completed Reseller Application.
(iii) have the Reseller Application processed and approved by the Company.
(iv) agree to the terms of the Reseller Agreement and the Policies & Procedures
(v) submit the appropriate joining fee, if applicable.
c) Independent Contractor: Resellers are not employees, agents, partners, joint venturers, or representatives of the Company, or any other Reseller. Resellers are not entitled to claim unemployment or worker’s compensation as a result of having been or being a Reseller. No Reseller is authorised to act on behalf of, or to legally bind the Company, any other Reseller or individual.
d) Tax Liabilities: The Company is not responsible for any tax or other withholdings for the Reseller. Each Reseller must promptly file all returns and reports required to taxing authorities and pay all taxes arising from or related to activities as a Reseller.
e) Applicants Address: The primary address given on the Reseller Agreement must be a valid address. A Reseller may use a different address to receive product orders, which must be listed as the secondary address on the Reseller Agreement.
f) Required Contact Information: The Reseller Application will be processed by the Company upon receipt. As a statutory requirement, your Reseller Agreement must include an active email address and telephone and/or mobile phone number. Your application for a Reseller Account will only be authorised by the Company if all the required criteria and conditions have been met.
g) Reseller Identification: When the Company receives and accepts a Reseller Agreement a Reseller Account will be opened in the name of the applicant. Resellers must state their name and email address when calling Customer Services to make enquiries.
h) Cancellation period: When the completed Reseller Agreement has been submitted, the applicant has 14 days in which to cancel the agreement.
i) Re-application for Reseller Account: If a Reseller resigns or otherwise terminates their Reseller Account, they may reapply for a Reseller Account no less than seven days after closure of the terminated account. All Reseller Applications are subject to approval by the Company.
j) The Company reserves the right to reject, in its sole discretion, any Reseller Application.
(i) The Company will not accept inaccurate or false information on the Reseller Application or the Reseller Agreement, or any other document.
(ii) Resellers are responsible for informing the Company of any changes affecting the accuracy of the Reseller Agreement.
6. RESELLER BENEFITS
a) When the Company approves a Reseller Agreement the Reseller may immediately enjoy the benefits provided by the Reseller Account and the Reseller Earning Plan. Those benefits offer Resellers the opportunity to:
- purchase products at wholesale price directly from the Company.
- Introduce other individuals as Resellers or Direct Customers where Reseller status allows, and sell Company products, where local laws allow.
- build a customer base where Reseller status allows.
- receive profits and bonuses based on criteria and product sales, under the Reseller Earning Plan.
- participate in incentive programmes which may be sponsored from time to time by the Company for its qualified Resellers.
- attend training meetings and seminars upon payment of any applicable charge.
- access online product information and video trainings.
7. RESELLER RESPONSIBILITIES
a) Accepting or Cancelling the Reseller Agreement: Within 14 days of receiving the welcome email Resellers must read the Policies and Procedures guide.
(i) During these 14 days, a Reseller may also notify the Company in writing that he/she/it wishes to cancel the Reseller Agreement, and if cancelled, the Reseller Agreement will be void. The Company will refund any sign-up fee, where applicable.
(ii) If a Reseller does not notify the Company that he/she/it cancels the Reseller Agreement within such 14 days, then the Reseller Agreement is deemed conclusively accepted. The Reseller understands and agrees that these Policies and Procedures become a part of the Reseller Agreement and become legally binding upon him/her/it. Resellers must comply with these Policies and Procedures, the Reseller Agreement, the Reseller Earning Plan and any applicable laws.
b) Accepting Policies & Procedures: Resellers should become familiar with and abide by all existing and future Company Policies and Procedures
c) Product Description: When selling products that are classified as ‘Nutritional Products’, Resellers must honestly and completely describe them as ‘food supplements’ and never as medicines. Resellers must not make, infer or imply any medical claims about the products, or make any product or health claims that contravene EU Regulations, UK regulations, or any local regulations and laws regarding food supplements.
d) Unethical Behaviour: Resellers should promptly discourage and report to the Company any activity that would be injurious to the Company, the nutritional, health, wellness, beauty and personal care product industry.
e) Customer Privacy: Resellers must respect the customers’ right to privacy, and their right to end any contact with the Reseller. The Reseller shall never exploit customers in any way.
f) Invitations to Meetings: If a Reseller invites prospective Resellers or Customers to a meeting, they should ensure that the invitation to that meeting specifies the purpose of the meeting and explains that those invited to the meeting are under no obligation to purchase anything. The invitation must also provide details of a named contact person and a telephone number, or email address.
g) Professionalism: Resellers are expected to set an example of professionalism, and practice correct marketing principles. Resellers will expose and reject any activity that would be injurious to the Company or the Company’s Resellers.
h) Making a Complaint: A Reseller who has a specific complaint about another Reseller, or is aware of any violation of these Policies and Procedures by another Reseller, should direct such complaint in writing to the Company in order to minimise the negative aspects accompanying such complaints.
i) False Accusations: Any claims made to the Company that are determined to be false can be construed as unethical behaviour and may result in enforcement action.
8. RESELLER RESTRICTIONS
a) Endorsements: Resellers will not state, suggest or imply to individuals that the Company products or Reseller Accounts are approved, sponsored or endorsed by any government authority or agency or other third party.
b) Enticement: A Reseller will not discredit or disparage the Company or any other Reseller in an attempt to entice existing Resellers or customers to become part of another Reseller’s business, or to terminate its/their Reseller/Direct Customer
c) Retail Outlets: Resellers will not sell any company products through any store that is franchised, owned or affiliated with a company whose shares are publicly traded, a national chain store, or major retail outlet. Clarification in respect of such outlets should be sought from the Company.
d) Reseller/Proprietor: In the event the proprietor and/or manager of a retail outlet establishment is a Reseller, he/she may retail the Company’s products via their own outlet establishment, and in accordance with Company policy.
e) Retail Exceptions: Retail outlets, including but not limited to, health clubs, gyms, therapy clinics, hairdressers, beauty centres, independent health food retailers, may sell Company products. Clarification in respect of such outlets should be sought from the Company. Where approved, such establishments will be allowed to display and sell products in their premises.
f) Internet Sales Sites: Products may not be sold on any Internet auction site, including but not limited to eBay, without the explicit written authorisation of the Company. A breach of this policy may affect your account status. Authorised Resellers may sell Lily & Loaf products via Amazon on the condition that:
(i) Product descriptions must match the descriptions shown on the LILY & LOAF website.
(ii) No unauthorised claims are made about the product.
(iii) Products are not advertised for sale, or sold, at less than the Resellers wholesale price.
Nature’s Sunshine products may be sold via Amazon UK, and limited Amazon international countries, (see section 59 for list of countries)
The Company maintain the right to discontinue supporting Amazon Sellers at any time.
g) Independent Websites: Where Resellers promote and sell products on their own independent websites, all product descriptions must be compliant with EU Regulations and guidelines, and must not contravene the Advertising Standards Regulations or Trading Standards Regulations. Resellers should also be aware of product information updates and amend their sites accordingly and in a timely fashion. The Company accepts no responsibility for any action taken against an Independent Reseller who contravenes EU Regulations, Trading Standards or Advertising Regulations.h) Selling via TV shopping channels: Resellers may not sell Company products via any TV shopping or marketing channel without the explicit written authorisation of the Company.
i) Private Agreements: There shall be no written or oral agreements or arrangements between or among Resellers regarding the resale of Company products, other than the Reseller’s Agreement.
j) Inventory Loading: Resellers will not encourage any other Reseller to make unnecessary product purchases that could result in a large, stagnant inventory. This is called front-end or inventory loading and refers to the purchase of products that are stored, destroyed or otherwise disposed of without being used, consumed or sold by a Reseller. The Company expects that its products will be used or consumed, or sold to people who will use or consume them - not merely purchased and warehoused.
k) Claims & Omissions: Resellers will not make any false or misleading claims or material omissions of relevant facts. Resellers must not make inappropriate or misleading claims or other misrepresentations of financial rewards, earnings, potential income or tax advantages of becoming a Reseller. Resellers will not imply or assert that additional products, services or territories will be added until such fact has been officially announced by the Company to all Resellers.
l) Non-Company Products/Companies: Resellers will not promote another company or its products during or in connection with any company meeting or function, without the express written permission of the Company. Violation of this section may result in termination of a Reseller Account for cause. Likewise, Resellers may not include literature or other material that promotes any other organisations or individuals, whether religious, political, business or social, or that implies any association between the Company and any other organisation. Company meetings may not be used as a forum to express personal beliefs or promote any other organisations, companies, events or individuals.
m) Referred Resellers: A Reseller may not attempt to persuade other Resellers to move away from their current position in their Reseller business (i.e. “Poaching”). Resellers who participate in these activities will be terminated.
n) Disparaging Statements: Resellers will not make false or derogatory statements concerning a competitor or the quality of a competitor’s product.
o) Monetary Advances: Resellers should not advance money to any Resellers or Customers, nor should money be held on deposit in anticipation of future deliveries.
p) Other Interests: If a Reseller has another business interest which is in direct competition with the Company or has a similar bonus/rebate/commission/compensation/earnings plan, the Reseller may not promote or sell these products and/or services to existing Resellers or to prospective Resellers while their Reseller Account is active.
q) Financial Interest: A Reseller may have a financial interest in other Resellers accounts where that account is a business or corporate entity. In such cases the Reseller must provide business details, including a Company Registration Number. Any application for an additional account(s) will be subject to approval by The Company. The Company reserves the right to refuse a Reseller Application or Re-application.
r) Resellers will not be permitted to open a Direct Customer account in their name.
s) No Direct Customer accounts may be registered at the same address as a Reseller. If the Company has reason to believe that a Direct Customer Account has been registered falsely, in order to manipulate the Reseller Plan or shipping fees, the Company reserves the right to terminate the Reseller Account, the Direct Customer Account, and any other account associated with the Parties involved.
9. ACTIVE RESELLER ACCOUNT
Resellers are solely responsible for maintaining an active Reseller Account. If no orders are placed by a Reseller or the Resellers Personal Group for a period of three months the Reseller Account will be deemed inactive. The inactive Reseller Account will be downgraded to a Direct Customer account. They may continue to order products for personal use, at Direct Customer price, but will not be eligible to qualify for benefits or earnings. No earnings from the Reseller Earning Plan will be paid
10. CLOSING A RESELLER ACCOUNT
A Reseller may close their Reseller Account at any time by giving written notice. By cancelling the Reseller Account, the Reseller will forfeit all rights to any existing Reseller/Direct Customer accounts they have introduced, and any future earnings from those accounts. The agreement will be cancelled seven days from receipt of the written notice.
The Company will send the Reseller a confirmation of the Reseller Account closure, which will be the only acceptable proof that your Account has been closed. It is the responsibility of the Reseller to check that their Account has been closed.
Anyone closing a Reseller Account may apply to open a NEW Reseller Account no less than seven days from the date of closure of their account, subject to approval of their application by the Company. The Company reserve the right to accept or refuse any future Reseller/Direct Customer application.
11. CHANGES TO THE RESELLER ACCOUNT
Requests for change(s) to a Reseller Account will be subject to approval by the Company.
a) Reseller Contact Information: Changes to Reseller contact information should be made promptly by contacting The Company Customer Service department via email, telephone or mail. It is the responsibility of the Reseller to ensure that such information has been received.
b) Joint Reseller Accounts: Married couples, co-habiting couples, common law partners and civil partners may each have their own Reseller Accounts.
c) Reseller who marries: When a Reseller marries they may add the name of their spouse to their Reseller Account, allowing their spouse to become a joint Reseller. A request in writing to add a spouse/partner to a Reseller Account must be submitted to the Company’s Customer Service department via email or mail, along with a copy of the marriage certificate. The spouse/partner will be asked to complete a Reseller Agreement. The Company reserves the right to deny any Reseller Application.
d) Reseller who marries another Reseller: If two Resellers choose to marry, they may maintain their separate, independent accounts. A copy of the marriage certificate must be submitted to the Company’s Customer Service department via email or mail within thirty (30) days of the marriage. See section 21, ‘Resellers with separate accounts prior to marriage’.
e) Resellers who divorce: If married Resellers who share a Reseller Account obtain a divorce, the Company will continue to treat the Reseller Account pursuant to the original Reseller Agreement until such time that the Company receives written notice from both parties or official court documentation, directing otherwise. The written notice should be signed by both parties and certified. See section 19, ‘Transfer due to divorce’
f) Reseller Change to Company/Partnership: Resellers who wish to change their status from that of an individual Reseller to a participant in a company or partnership under the same Referrer may do so under the following conditions:
(i) All appropriate company or partnership documents must be forwarded to the Company;
(ii) The Resellers involved in said partnership may not have any beneficial interest in any other Reseller Account; and
(iii) Any other positions in the company will not be transferred to any other party, but will be terminated.
See section 14 ‘Reseller Accounts as Corporate Entities’ for transfer policies.
g) Reseller Name Change: Resellers wishing to change the name on their Account must submit a written change of name request to the Company’s Customer Service department via mail or email. Legal proof of the name change will be required. NOTE: A name change does not constitute a Transfer of Reseller Account. Ownership of the Account must be maintained for a name change to be approved.
h) Reseller Country Change: Resellers must promptly notify the Company of any change of address, or permanent relocation to another country.
i) Reseller Death: In the event of a Reseller death, the Reseller Account may be conveyed by will or the laws of intestacy to the Reseller’s heirs. The death certificate, a certified copy of the Will and Grant of Probate, as well as a new Reseller Agreement in the name of the heir receiving the Reseller Account, must be forwarded to the Company. See Section 18, Transfer After Death and By Wil.
12. RESELLER TERMINATION
a) Termination by the Company: The Company may, in its sole discretion, terminate, upon notice, the Reseller Agreement of any Reseller who breaches the terms of the Reseller Agreement and/or these Policies and Procedures, and/or
(i) engages in any conduct that may bring disrepute to the Company, Nature’s Sunshine Products Inc. or the Products, or
(ii) violates government laws, regulations, ordinances or any Company guideline. The Company may also, upon notice, terminate the Reseller Agreement of any Reseller who, through his or her capacity as a Reseller, files any legal action or induces any government agency to file any action contrary to the interests of the Company as determined by the Company in its sole discretion, without prior approval of the Company.
b) Voluntary Termination: Any Reseller may terminate their Reseller Agreement at any time by sending a signed, and dated letter or email indicating his/her/its desire to terminate the Reseller Account. Such termination will be effective seven days after receipt of the written notice. The Reseller understands that upon the termination of the Reseller Agreement by either the Reseller or by the Company, the Reseller may not recover any future profits that would have been received from sales made before or after the date of termination if the Reseller Agreement had been maintained.
c) Loss of Privileges: Upon termination of their Reseller Agreement, the Reseller will lose all privileges related to such Reseller Account (including the right to receive any benefits or payments from the Company).
d) Effect of Termination: Whether a Reseller Account is terminated through voluntary termination, or through involuntary termination by the Company, that Reseller is no longer entitled to sell Company products or to introduce other prospective Resellers.
(i) The terminated Reseller shall lose all rights to their existing account and shall no longer be entitled to receive benefits, awards, or any earnings whatsoever from the Company, nor shall the Reseller be entitled to any rights to Reseller business/organisation lists.
(ii) The terminated Reseller should immediately cease all marketing efforts related to the Company, including but not limited to advertising, personal websites, and mailing.
(iii) The terminated position cannot be transferred or sold to any other party.
e) Anyone re-applying to become a Reseller under a different Referrer is required to notify the Company of their previous Reseller Account and the reasons for the termination or cancellation of their previous Reseller Account. The Company reserves the right to deny any application for a Reseller Account.
f) When a Reseller Agreement has been terminated, all LILY & LOAF websites connected to that Account will be closed without notice.
IN NO EVENT WILL THE COMPANY, OR ANY RESELLER, OR COMPANY AFFILIATE, OR ANY SHAREHOLDER, OFFICER, DIRECTOR OR EMPLOYEE OF ANY ENTITY MEMBERSHIP, BE LIABLE TO THE RESELLER (OR ANYONE CLAIMING FOR OR THROUGH THE RESELLER) FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES.
14. RESELLER ACCOUNTS AS CORPORATE ENTITIES
a) The Company will (at its discretion) permit Corporate Entities to be approved as Resellers and to derive Reseller Account benefits under the Reseller Agreement, these Policies & Procedures, and any related documents.
b) To use a Corporate Entity as a vehicle for your Reseller Account, you must:
(i) Submit a written request to the Company Customer Service Department.
(ii) Request that the Company set up your Reseller Account as a Corporate Entity.
(iii) Provide a company registration number, and VAT registration number where applicable.
(iv) Include the names of the entity’s officer(s) and shareholder(s) or Member(s).
(v) Include the names and signatures of every person with authority to charge or order Company products on your entity’s account.
(vi) The Reseller Account and all benefits and payments, correspondence and information will be processed and addressed in the name of the Corporate Entity or the first person named on the entity’s Account.
(vii) The first person named on the Account is fully responsible for the Reseller Account equally with the Entity.
15. CHANGE OF CONTROL OF A CORPORATE ENTITY ACCOUNT
a) No change of control of a Corporate Entity will be permitted without the Company’s prior written consent. The Company reserves the right to undertake due diligence at its discretion on any proposed or