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 firstname.lastname@example.org
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 intended shareholder/director/or other controller to ensure that he/she/it satisfies its Reseller Account criteria. The Company reserves the right to refuse to renew or grant a Reseller Agreement to the proposed or intended Corporate Entity at any point following an actual or proposed change of control, whether effected directly or indirectly and whether by a single action or more.
b) Failure of a Corporate Entity to notify, or to seek the Company’s consent to any changes in control will entitle the Company to terminate the Corporate Entity’s Reseller Agreement at its sole discretion.
16. SALE OF A RESELLER ACCOUNT:
a) No partial sale of a Reseller Account is allowed. However, a Reseller may sell the rights to the bonuses and benefits of their Reseller Account as a whole, subject to the Company’s approval.
b) No Reseller may delegate, convey, sell, assign, pledge, encumber, or otherwise transfer a Reseller Account or any rights of a Reseller except by obtaining the approval from the Company. Resellers wishing to do so must submit in writing a completed sale of Reseller Account request to the Company.
c) The seller and buyer must decide on and agree to the sale price of the Reseller Account.
d) The sale of Reseller Account request includes the following:
(i) A newly signed Reseller Agreement from the buying or receiving party, including the signature of the Resellers Referrer.
(ii) A copy of the Sales Agreement. No sale, assignment, or transfer of any Reseller Account (or any Reseller rights) shall be effective without the prior written approval of the Company. After a review of the terms of the sale, the Company reserves the right to approve or disapprove, at its sole discretion, of the proposed transfer or sale. The Sales Agreement must be executed by the seller prior to the consummation of sale, and a certified copy of the fully executed agreement must be submitted to the Company.
(iii) A signed statement from the selling Reseller agreeing and promising not to attempt to poach any Reseller into any other direct-selling or multi-level marketing organisation.
(iv) As part of the Sales Agreement, the seller of a Reseller Account must also agree not to engage in any activity that would cause the Company or the Reseller being sold to, to be diluted or negatively impacted through activities such as ‘poaching’, raiding or making disparaging comments.
17. TRANSFER OF RESELLER ACCOUNT
a) Approval: Any transfers of Reseller Account to another person during the life of a Reseller are restricted. Such transfers are subject to the review of all the facts and circumstances by an officer of the Company and may only take effect after their approval is granted in writing (and which they may, in their absolute discretion, withhold).
(i) Such transfers, if approved, can only be granted to persons 18 years of age or older and;
(ii) the person transferring their account acknowledges that they are giving up all their right to future earnings, bonuses, benefits and awards.
b) Voided: Any conveyance or attempted transfer of a Reseller Account may be voided by the Company, unless prior written consent to such transfer is obtained from an officer of the Company.
c) Add/Remove Names: Any request to add or remove a name from an existing Reseller Account must be received by the Company in writing with the dated and witnessed signatures of both parties affected by the change.
(i) No changes can be considered without both signatures and all requests are subject to written approval by an officer of the Company.
(ii) If approved by the Company, any additions to the Reseller Account must agree in writing to support the existing business. This includes but is not limited to, regular support and training.
(iii) Failure to provide this support to the existing Reseller Account will result in the Company removing the person or entity concerned from the Reseller Account.
(iv) If the person concerned is the only named Reseller on the Reseller Account then the Company reserve the right to terminate the Reseller Account (see “Terminating Accounts”).
18. TRANSFER AFTER DEATH AND BY WILL
a) The Reseller Account is registered to the first named on the Reseller Agreement. If the second named should predecease the first, then the first will automatically succeed to sole ownership of the Reseller Account, subject only as appears below. If the first-named should predecease the second-named, and the second-named was at that point the spouse or co-habiting partner to the deceased first-named, then the Reseller Account will be transferred to the second-named.
b) If the survivor is not or was not the spouse or co-habiting partner of the deceased, or if the Reseller Account is willed to someone who is not named on the Reseller Agreement of the deceased’s Reseller Account, then the inheritable rights to a Reseller Account are limited and are subject to the following conditions:
- The individual inheriting the Reseller Account must be aged 18 years or older, and complete and sign a Reseller Application
- Where the individual is aged under 18 years, the application form should be signed by an appointed Agent.
c) The individual inheriting a Reseller Account will need to meet the above criteria in order to qualify for earnings under the Reseller Earning Plan.
d) Once approved by the Company, and in order to keep the inherited Reseller Account, the Company requires that the heir adhere to the Reseller Agreement.
19. TRANSFERS DUE TO DIVORCE
a) During a pending divorce or negotiation of a property settlement, the Company will continue to disburse payments to the registered (first-named) Reseller as was done prior to the pending action.
b) Parties may agree or the court may decree the Reseller Account to one spouse or the other. The Reseller Account cannot however, be partitioned, without express approval of the parties involved, and the Company.
20. RE-APPLICATION FOR RESELLER ACCOUNT
a) Anyone reapplying for a Reseller Account 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 refuse any application for Reseller Account. Repeated re-application will not be permitted.
21. RESELLERS WITH SEPARATE ACCOUNTS PRIOR TO MARRIAGE
If a Reseller marries another Reseller they may both keep their individual Reseller Accounts.
22. CEASING JOINT RESELLER ACCOUNT
a) Where joint Resellers wish to cease acting as such for any reason, they should notify the Company that this is the case. Such notification must be signed and witnessed by both individuals, and will be taken as an acknowledgement by the resigning individual that he or she has resigned from the joint Reseller Account, and that all Referred Resellers and Customers of the joint Resellers shall stay with the Account of the remaining Reseller, and he or she shall be solely entitled to all the benefits and other earnings relating to the Reseller Account.
b) The Reseller Account cannot be partitioned without express approval of the Joint Resellers involved and the Company.
c) The resigned Reseller will have the opportunity to re-apply for a new Reseller Account by submitting a Reseller Agreement no less than seven days after resigning the former Reseller Agreement, subject to the approval of the Company.
d) The resigned Reseller may re-apply under a different Referrer, or choose not to be associated with a Referrer. The Company reserves the right to deny any application or re-application.
23. INFLUENCING OTHER RESELLERS
a) Referrer/Reseller Relationship: The Referrer/Reseller relationship is an integral part of the Company's Reseller Earning Plan, and any request for changes will be subject to approval by the Company.
b) Inducement to Change Referrer (Poaching): No Reseller may interfere with the relationship between other Resellers and the individual Referred Resellers and Customers that form part of their account. A Reseller may not offer, entice, encourage, solicit, or otherwise influence or attempt to persuade another Reseller to change their relationship with their existing Referrer, either directly or indirectly.
c) Applying for Change of Referrer: A Reseller who wishes to change Referrer may apply to the Company, in writing, explaining the reasons for the request or they may terminate their Reseller Agreement and apply for a new Reseller Account at any time.
(i) If a Reseller mistakenly opens a Reseller Account under the wrong Referrer and asks to be moved to a different Referrer within 30 days of becoming a Reseller, the Company will place them with their chosen Referrer.
(ii) If after 30 days of acceptance of the Reseller Agreement a Reseller wants to be moved to a different Referrer, the Reseller may submit a written request to LILY & LOAF by mail or email from their registered email address, explaining the reasons for the request. The existing Referrer will be notified of the request. After a minimum of 30 days from receipt of the request, LILY & LOAF will contact the Reseller to confirm whether the move is still required, and if so, subject to the approval of the Company, the Resellers Account may be moved to the new Referrer. It will be at the sole discretion of the Company to determine whether or not the Reseller may take their Direct Customers and/or Resellers with them when they move their Reseller Account to the new Referrer. The Company reserves the right to reject any request for a change of Referrer.
(iii) The Reseller may cancel their account by submitting a written notification of cancellation to the Company by email or mail. The individual may apply to open a new Reseller Account no less than seven days after receipt of the cancellation notice (seven day cooling off period). By cancelling the Reseller Account, the Reseller forfeits their existing Referred Resellers and Direct Customers, and relinquishes all rights, benefits and potential earnings from their previous account.
(iv) Submission of a request to change Referrer does not in any way imply or guarantee approval of the request. The Company has sole discretion to approve or deny such request without providing justification for acceptance or rejection. The Company reserves the right to refuse any application for a Reseller Account.
d) If the Company determines it is necessary to rescind an acceptance of a former Reseller for any reason, then the Company has sole and absolute discretion to assess whatever penalties are deemed necessary and appropriate. These include, but are not limited to, the transfer of all Referred Resellers in the new Reseller Account to the original Referrers Account, financial penalties, suspension and possible termination of the Reseller in violation of these rules.
24. INVESTIGATIONS AND ENFORCEMENT ACTION
a) Compliance with Policies and Procedures: The Company reserves the right to conduct investigations on Resellers and their activities to ensure compliance with these Policies and Procedures. During the course of these investigations, the Company will communicate with the Resellers involved and, if required, issue an investigation letter formally notifying the Reseller of an investigation. The Reseller will be notified in such a letter the terms of the investigation, including but not limited to the period of time with which a Reseller has to respond to the details of the investigation and impending enforcement action. Failure to abide by the Policies and Procedures will lead to an investigation and appropriate enforcement action. The enforcement process may involve any or all of the following steps:
(i) Informal warning: The Reseller may be notified, verbally or in writing, that the Reseller is in violation of The Company’s Policies and Procedures.
(ii) Formal warning: If a particular violation continues after an informal warning is issued, or the violation is severe enough to warrant it, a formal written warning may be sent to the offending Reseller stating that failure to discontinue the stated violation may result in further enforcement action.
(iii) Suspension: A suspension letter may be sent and considered a final warning. This notice may include a list of actions that must be taken in order for the Company to reinstate the Reseller account. These actions may include, but are not limited to, the following:
The immediate cessation of all violations; submitting a written statement to the Company responding to the suspension; and/or any further action that is required by the Company. A Reseller may appeal the suspension in writing within the specified time period outlined in the suspension letter. Suspended Resellers are not eligible to receive earnings or bonuses from the Company or participate in any functions or programmes of the Company. The Company reserves the right to withhold benefits and earnings until the enforcement process has been completed to the Company’s satisfaction. Because suspended Resellers may not place product orders, they may not qualify for benefits and earnings during their term of suspension.
b) Conclusion of Investigation: At the conclusion of an investigation, a letter will be issued to the Reseller notifying them that the Company has completed its investigation. The Company will issue one of the following responses:
(i) Completion of Investigation Notice. This letter will also outline the actions taken by the Company.
(ii) Probation Notice. Issued to the offending Reseller informing them of the results of the investigation as well as any further enforcement action that has been deemed necessary by the Company.
(iii) Termination Notice. Issued to the offending Reseller when violation of the Policies and Procedures is severe enough to warrant termination.
c) Where a Reseller Account is suspended pending investigation, and the investigation results in the termination of the Reseller Agreement, the Reseller will not be entitled to claim any benefits or earnings for the period of suspension.
25. INVOLUNTARY TERMINATION & LEGAL RECOURSE
If necessary, a Reseller may be terminated by the Company. The Company has the right to take quick and decisive action in limiting or terminating a Reseller Account that is found to be in violation of the Policies and Procedures, the Reseller Agreement, rules governing the Reseller Earning Plan, or any laws, codes of conduct, and/or regulations that pertain to the business of the Company.
In extreme cases of violations by a Reseller, the Company also reserves the right to pursue legal recourse, as well as reimbursement by a Reseller for any expenses, including legal costs generated from a violation, and to seek and obtain other appropriate remedies, relief, and damages.
When a decision is made to terminate a Reseller for cause, the Company will send notification by mail to the terminated Reseller at the most recent address on file. Upon receipt of notice from the Company, the Reseller must immediately cease all Reseller activities and remove any applicable website or printed material. If a Reseller wishes to appeal a termination, the Company must receive the written appeal within ten working days of the termination letter. If the appeal is not received within this time period, the termination will be final. The Company will review the timely appeal and notify the Reseller of the decision. This decision will be final. The termination will be effective from the date of the Company’s original termination notice.
27. CALCULATING BENEFITS AND EARNINGS
a) Online orders placed before midnight on the last calendar day of the month will be included in that month’s total. Email or phone orders placed after 5pm on the last working day of the month will be included in the following month’s totals. The Company will not be liable for any order that is received too late to be included in the same month.
b) Any Benefits or Earnings due will be paid to the Reseller by the Company, by bank transfer. Resellers must ensure that accurate details of their bank Account have been provided to the Company in writing.
28. INTERNATIONAL MARKETS
Authorised Resellers are granted a non-exclusive right to market Company products, however, not all product ranges are available in all countries.
a) Customer Sales: Selling product to customers is the foundation to being a LILY & LOAF Reseller. The Company defines the two types of customers as follows:
(i) Direct Customer: A customer that is introduced to the Company by an Authorised Reseller and is eligible to purchase product from the Company at Direct Customer price, which is 15% less than the suggested retail price (may be subject to change). A Direct Customer has their own Account and the Company will retain Direct Customer ordering information on the Company database.
(ii) Retail Customer: A customer that purchases product directly from an Authorised Reseller at the suggested retail price, or a price set by the Reseller that is no less than the wholesale price. The Company holds no details of Retail customers.
b) Direct Customer/Reseller/Referrer Relationship
(i) If a Direct Customer mistakenly opens an Account under the wrong Reseller they may contact the Company within 30 days after opening the account, and request to be moved to the Reseller of their choice. Subject to approval by the Company, the Direct Customer will be relocated to their chosen Reseller.
(ii) If after 30 days a Direct Customer wants to be moved to a different Reseller, the Direct Customer must cancel their existing Direct Customer Account by sending a written notification of cancellation to the Company, by email or mail. The individual may then open a new Direct Customer Account at any time, with the Reseller of their choice. The Company reserves the right to refuse any application for a Reseller Account.
(iii) If, within 30 days of becoming a Direct Customer, a Reseller claims that a Direct Customer has been assigned to the wrong Reseller, the Company will investigate, and at their sole discretion will make a decision whether or not to move the Direct Customer. If the Company finds that the Reseller has falsely claimed the Direct Customer, the Company reserve the right to suspend or terminate the Reseller’s Account.
(iv) If a Direct Customer submits a Reseller Application, subject to approval by the Company, their existing Reseller will then become their Referrer, unless the Direct Customer has specified on their Application the name of another Referrer, or has chosen not to be assigned to a Referrer. See 23c for Change of Referrer.
c) Referring New Resellers: Referring is an important part of being a Reseller and brings with it financial benefits and some responsibilities. A new Reseller has the right to choose his/her/its Referrer and to have that Referrer listed on the Reseller Agreement. A Reseller has the right to choose to have no Referrer.
d) Disputes: The Company will not mediate disputes resulting from one or more individuals contacting the same prospect. If more than one Reseller claims Referral of the same person, the Company will recognise the Referrer detailed on the first signed, completed and acceptable Reseller Agreement received by the Company. The signed Reseller Agreement will protect the Referrer/Reseller relationship, including applications made online. Where a Referrer is named in error, the Company may move the Reseller to another Referrer at the Company’s sole discretion.
30. GENERAL MARKETING GUIDELINES
a) Nutritional products sold by the Company are sold as food supplements only. No product is sold for direct or indirect use in the prevention, cure, treatment or mitigation of disease.
b) DO NOT DIAGNOSE DISEASES OR “PRESCRIBE” ANY PRODUCTS.
Only licensed medical doctors may diagnose or prescribe treatment for disease.
c) Resellers are independent entities and shall conduct themselves in a professional, ethical, lawful and prudent manner. Contact the Company for advice on any potential legal problem or concern affecting your Reseller Account.
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 literature and online training resources.
a) Promotions: The Company encourages Resellers to promote the Company’s products and marketing opportunities pursuant to appropriate guidelines. Failure to follow the guidelines can result in damage to the reputation of the Company and its products, and can trigger undesirable publicity and possible legal action.b) Independent Reseller: When advertising, a Reseller should take special care that they operate and clearly designate their account as independent from the Company and must not suggest or imply that they are the Company.
c) Marketing and Product Sales Claims: A Reseller shall not make any unauthorised representation or sales offers of the Company, its Reseller Earning Plan or any of the Company products including Reseller Account fees, unauthorised health claims (stated, suggested or implied), medicinal claims, therapeutic claims, or any other representation contrary to that provided by the Company.
d) Representations: All marketing and product sales representations must be complete, accurate, and truthful as to grade, quality, performance, and availability. A Reseller must not claim that products can prevent, treat or cure an illness or disease, and must never prescribe the Company products as suitable for the treatment of any ailment. Appropriate Reseller Earning Plan and product information is contained in approved literature available from the Company, or online via the Company website.
e) Income and Opportunity Claims: No unreasonable, false, misleading claim, or other misrepresentation of earnings or potential income may be made by a Reseller. Income guarantees or expectations of any kind are prohibited, as is disclosure or exhibition of evidence of benefits or earnings received. Specific income claims or “average” earnings claims must not be used. Resellers determined to be participating in these activities will be terminated.
f) Future Growth Claims: A Reseller must not imply or assert that:
(i) Additional products or services will be added to the products and services currently offered.
(ii) Enhancements to the Reseller Earning Plan are forthcoming.
(iii) Additional countries, territories, or areas are to be opened by the Company.
32. PROMOTING PRODUCTS
a) A Reseller must ensure that an advertisement will not attribute any medicinal uses to any of the Company's products.
b) All trademarks, logos, literature, forms, and other intellectual property produced or owned by the Company remain the property of the Company. Company literature or logos for advertising use can be downloaded from the Company website.
c) If anyone makes a legal claim against a Reseller as a result of his/her/its use of advertising materials created by the Company, that claim should be reported to the Company immediately.
d) To the extent that a Reseller creates any advertising materials independently or modifies any materials created by the Company, such materials (referred to collectively as ‘independently created advertising materials’ or “ICAM”) may be used only in a manner that does not infringe upon or dilute the rights of the Company or third parties or infringe any applicable laws or regulations or infringe or dilute the trademarks, copyrights, design rights or other similar rights of the Company or any third party, and does not make any false or misleading claim about the Company, the products advertised, or any other products mentioned (e.g. by way of comparison).
e) Independently Created Advertising Materials (ICAM) are solely the responsibility of the Reseller who creates them and any person who uses them. The Company disclaims any right or obligation to control the content of ICAM in any medium, including print, television, radio and the Internet. The Company will not indemnify any Reseller against any claim that ICAM violate the rights of any third party. The Company, however, retains the right to demand that a Reseller cease the use of any ICAM if, in the judgment of the Company, such materials violate the law, the Company’s rights or the rights of any third party.
f) When advertising the Company products, Resellers may not make inappropriate, misleading or medical claims about the products. Resellers shall identify themselves in all communications as an Independent Reseller of the Company and not directly as the Company, or otherwise lead callers to believe they may be calling the Company.
g) The Company sometimes prepares materials of general interest, or for educational purposes regarding Company products, and ingredients in the Company products. Only marketing materials specifically prepared by the Company for use with a particular Company product are endorsed by the Company and approved for use in marketing those products.
33. USING THE INTERNET
a) All advertising and marketing guidelines under these Policies and Procedures also apply to a Reseller’s use of the Internet to sell the Company's products, advertise or advance the Reseller’s account, including, but not limited to, those guidelines prohibiting the making of medical claims, the practice of medicine or diagnosing in connection with the marketing and sale of the Company’s products.
b) These Policies and Procedures, including the advertising and marketing guidelines and restrictions on practicing medicine or diagnosing, also apply to communications sent via email and text message. While the Company cannot monitor your email, government authorities may. A breach of the law can also result in immediate termination of a Reseller Account for cause.
c) When advertising via the Internet or a personal website (including all private sites and Internet advertising), the statement “Independent Reseller of LILY & LOAF” must be prominently displayed. This statement should be placed on the ‘Home Page’ of the personal w
d) All Resellers who want to use a LILY & LOAF logo must use the LILY & LOAF Independent Reseller logo, not the Company’s Corporate logo. There is a slight difference between the two logos with the additional words “Independent Reseller”. The Company must insist on usage of the correct logo to protect trademarks for the benefit of the Company and all of its Resellers.
e) Domain Names: Resellers may not register or use any website domain name or internet advertising that contains any trademark, product name, slogan or promotion name of the Company, Nature’s Sunshine, NSP or any Trademarked Product name, in the domain name, or that otherwise does not meet with approval of the Company. A domain name or any advertising that merely misspells or is confusingly similar to the Company name, any trademark, product name, slogan or promotion name of the Company, or any of its products, is not approved and cannot be used. The Company may, at any time, notify a Reseller that a domain name or any advertising is not approved, and the Reseller must immediately change the domain name or any advertising or shut down the website/advertising.
f) Linking to the Company’s Corporate Site: All Resellers must have written approval from the Company before linking their website to any of the Company's corporate websites and must comply fully with the terms of any such approval. When given permission to link to a Company website, a Reseller must follow the “double-click” rule. This rule states that there must be a web page in between all links from the Reseller’s website and the Company’s corporate website. Framing of any part of the Company’s website is strictly prohibited.
g) Passing Off: A Reseller’s website or internet advertising may not give to any visitors or users the impression or any reason to believe that they have reached the Company’s official corporate website. The website must state clearly and conspicuously that it is owned and operated by an independent Reseller of the Company and that the Company is not liable for any statement, omission or misrepresentation on the website.
h) Advertising: When promoting your website through ad campaigns (EG: Google Ads), Resellers may not display words or phrases that state, suggest, imply, or give the impression that their website is the Company’s Corporate Website. Resellers must not state or imply that an independent website is the ‘Official’ Company website. Adverts must not display the LILY & LOAF Corporate web address (URL/domain name) and/or link that URL to an Independent Reseller webshop, or any other website.
i) Meta-tags/Search Engines: Resellers must not register any trademarks or names of third parties, especially of companies competitive with the Company, as meta-tags with Internet search engines. Such action is a violation of UK Trade Mark and/or Passing Off laws, and may affect your account status, and result in the termination of your Reseller Account.
j) Ethical Business Practice: Resellers that maintain their own website(s) agree to be ethical and abide by all relevant laws governing advertising claims on the Internet. The Company reserves the right to terminate a Reseller Account for unfair, unlawful, and/or unethical practices, including, but not limited to, misleading statements, false advertising, diagnosing, making unauthorised health/medical claims.
k) Contact Information: All Resellers that advertise via the Internet must include their name or business name (as recognised by the Company) on the “contact” page or in another prominent location on their site. This is necessary for adequate customer service and problem resolution.
l) All Resellers shall be solely responsible for any liability or damages caused by their utilisation of a website to further activity on their Reseller Account.
m) The Company may, from time to time, prohibit the advertising and marketing of any or all of its products or services over the Internet.
n) The Company may at any time prohibit Resellers in any particular country from fulfilling orders for a product sold to persons in a jurisdiction or territory foreign to that of the Reseller’s residence.
o) Reseller’s websites that do no not comply with these Policies and Procedures may affect your account status, including termination.
34. INTERNET PRICING POLICY
a) Company policy for all Resellers selling Company products via the internet advise that products should be priced at no less than the current Reseller wholesale price.
b) Placing meta-tags or wording on your site that would lead a person to believe you are selling at less than Reseller (wholesale) price, in any form, is in direct violation of our policy and must be corrected immediately.
c) Resellers should not utilise advertising, online marketing or search terms that are deceptive or misleading in any way.
35. SOCIAL MEDIA AND SOCIAL NETWORKING
The Company recognises that Resellers may wish to utilise various “Social Media” applications (e.g., Facebook, Twitter, LinkedIn, Blogger, etc.) as marketing tools to support online marketing efforts. Messaging over Social Media tends to be shorter, more frequent, more interactive, and at times, more casual than other marketing media. As such, Social Media may carry a higher risk of violating the Policies and Procedures, as well as other applicable laws and regulations.
All guidelines and restrictions on marketing found elsewhere in the Policies and Procedures also apply to Social Media messaging. In addition, the following caveats and restrictions apply with regard to its use by Resellers:
a) Identification: Media Account names/identifiers may not include any trademark owned or controlled by the Company. Other use of intellectual property belonging to the Company is forbidden unless express permission is given in writing by the Company.
b) Exclusivity: Reseller marketing accounts should not be used for casual, non-professional messaging. No offensive or political videos, pictures, graphics, text or other messaging may be used in association with the account.
c) Accuracy: All media account messaging and profile information must be accurate and not misleading and otherwise comply with all requirements in these Policies and Procedures and any instructions otherwise issued by the Company.
d) Non-professional Media Accounts: If comments made by Resellers on personal/non-professional accounts are offensive or objectionable, in the Company’s sole discretion, whether or not directly related to the Company or any of its other Resellers or affiliates, the Company reserves the right to terminate the Reseller’s A