Opportunity Terms and Conditions

These terms and conditions (the "Terms") along with our Privacy Policy your Email Application and Application Confirmation (as defined below) govern a person's ("you", or "your") engagement and appointment in terms of the Opportunity Roles (as defined below) offered by GellifiQue LTD a company incorporated in Scotland with (company number SC521529) having its registered address at 159 Great Junction Street, Edinburgh, EH6 5LG ("we", "us" or "our").

When you engage with us you acknowledge you have read the Terms carefully as they affect your rights and liabilities under the law in relation to any Opportunity Role, and you agree to be bound by the Terms. If you do not agree to the Terms, you should not register with, use our Websites or seek to undertake an Opportunity Role.

We reserve the right to amend these Terms from time to time and it is your responsibility each time you wish to undertake an Opportunity Role or register your interest on the Websites, to check these Terms. Every time you undertake an Opportunity Role or register your interest on our Websites, these Terms will apply.

Definitions and Interpretation
1. In these Terms, unless the context requires otherwise, the following words and phrases have the meanings set opposite them:
  
  "Account(s)" means your online account with us through which you will place Orders;
  
  "Application Confirmation" has the meaning given in clause 2.1;
  
  "Benefits" means the benefits you receive, in accordance with the Opportunity Role you have applied for, as stated on your Application Confirmation;
  
  "Business Day" is a day, other than a Saturday or Sunday, on which banks are open for normal business in Scotland;
  
  "Commencement Date" means the date of your Application Confirmation;
  
  "Confidential Information" all information or data (in whatever form) of a confidential or proprietary nature disclosed to or received by you (by any means), or to which you have access, whether or not labelled or designated as confidential, relating to the products, services, business or proposed business, finances, transactions, staff and affairs of or any customer, supplier, employee or client of any such company, including Intellectual Property Rights, trade secrets, information in respect of which we are bound by an obligation of confidentiality to a third party and any other information which is designated as confidential by us or which you should reasonably be aware is confidential;
  
  "Customer" means a third party to whom you, in an Opportunity Role, promote and sell Products;
  
  "Force Majeure Event" has the meaning given in clause 13.4;
  
  "Products" means our products, which you will use, advertise and sell throughout the course of your Opportunity Role (where relevant);
  
  "Intellectual Property Rights" means our intellectual property rights including copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights to use and protect the confidentiality of confidential information (including, but not limited to know-how and trade secrets), trademarks, geographical indications, service marks, trade names, design rights, rights in get-up and trade dress, database rights, databases, data exclusivity rights, approvals, utility models, domain names, business names, rights in computer software, mask works, topography rights, the right to sue for infringement, unfair competition and passing off and all similar rights of whatever nature wherever in the world arising, in each case:
  1. whether registered or not,
  2. including any applications to protect or register such rights,
  3. including all renewals and extensions of such rights or applications,
  4. whether vested, contingent or future, and
  5. wherever existing;
  "Email Application" means your email submitted to us specifying your desire to undertake an Opportunity Role;
  
  "Opportunity Role" means the role of an Affiliate Academy or Educator Partner, Ambassador or Stockist, on behalf of GellifiQue as stated on your Email Application;
  
  "Order" means an order for Products;
  
  "Personal Data" any information relating to a living individual who can be identified, directly or indirectly, in particular by reference to:
  1. an identifier such as a name, an identification number, location data or an online identifier, or
  2. one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual;
  "Termination Date" the date upon which your engagement with us in accordance with these Terms terminates for whatever reason; and
  
  "Website(s)" means www.gellifique.co.uk or www.gellifique.eu.
2. In this Terms:
  1. any reference to any statute, statutory instrument, order, regulation or other similar instrument (including any EU order, regulation or instrument) will be construed as including references to any statutory modification, consideration or re-enactment of that provision (whether before, on or after the date of these Terms) for the time being in force, including all instruments, orders or regulations then in force and made under or deriving validity from that legislation;
  2. the words 'include', 'including', 'in particular' or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms;
  3. the use of the singular includes the plural and vice versa and words denoting any gender will include a reference to each other gender;
  4. a reference to 'writing' or 'written' includes any method of reproducing words in a legible and non-transitory form;
  5. a reference to a 'party' includes that party's personal representatives, successors and permitted assigns;
  6. a reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; and
Appointment, status and duration
1. By applying for an Opportunity Role (and being accepted) you agree you will be appointed, on a non-exclusive basis to undertake that role receiving Benefits in accordance with these Terms. You will receive an email from us confirming your appointment ("Application Confirmation") and applicable Benefits. Such email shall be directed to the email address you provided in your Email Application and we reserve the right to reject an application.
2. Subject to these Terms, your appointment will commence on the Commencement Date and will continue unless terminated in accordance with clause 13 or by you giving us no less than 2 weeks' notice in writing to terminate.
3. You shall carry out your role in good faith and use, advertise, promote and sell the Products (where relevant) in a responsible manner, in accordance with industry standards and any guidance or code of conduct issued from time to time.
4. We reserve the right to close any Accounts should they remain inactive for a continued period of 12 months. Should an account be closed all information and associated data relating to that Account will cease and no outstanding remuneration, if any, will be payable.
Your Role
1. When undertaking your Opportunity Role you will:
  1. do so in accordance with the terms set out here and in your Application Confirmation and with all due skill, care and diligence;
  2. act in our best interest at all times and follow any reasonable instructions and requests we give;
  3. notify us of all enquiries about our Products;
  4. familiarise yourself with the characteristics, functionality, price, performance and any other information about the Products;
  5. use the Registered Trade Mark Symbol so that it is written: Gellifique® at least once in each separate written or broadcast communication;
  6. at all times comply with our policies and procedures. Failure to do so may result in the immediate termination of your appointment;
  7. comply with the Bribery Act 2010, failure to do so may result in the immediate termination of your appointment;
  8. not act in any manner or make any statement (in any medium, including on social media) which may, in our sole opinion, cause damage to our reputation or the reputation of the Products; and
  9. bear all costs and expenses incurred in connection with your activities in an Opportunity Role.
2. We reserve the right to, in our absolute discretion, to reject, or place additional conditions on you in your Opportunity Role.
3. You also agree you will not:
  1. make any statement, representation or warranty, whether vocally or in writing, about us or our Products other than those statements and representations contained in materials provided by us to you or set out on our Websites;
  2. register any domain name, email address or company name that is identical or similar to the registered trademarks 'Gellifique®' or 'Gellifique Professional®' or a translation of these trademarks into any other language;
  3. create or maintain, or direct or permit anyone else to create or maintain, any website or social media account or page using 'Gellifique®' or 'Gellifique gel polish®' or any translation of these trademarks, and which site, account or page could reasonably be considered by anyone visiting it to be owned or maintained by us;
  4. promote using SPAM/unsolicited emails;
  5. promote your Opportunity Role in a way that may cause offence to others, including competitors; or
  6. make statements about Gellifique® Professional products or Gellifique® Ltd that are not true.
4. We reserve the right to alter the Opportunity Role or to discontinue it at any time and to amend these terms and conditions by giving written notice to that effect. We will give you no less than 14 days' written notice in advance of any such changes, except that where such changes affect your status or the structure or calculation of any remuneration (as stated in your Application Confirmation) payable to you, then you will be given no less than 60 days' written notice in advance of such changes.
Orders (where relevant)
1. You agree to seek Orders from Customers for Products.
2. Our Customer Purchase Terms and Conditions shall apply to any Orders.
3. For the purposes of your relationship with us, you acknowledge and agree that when ordering from us in your Opportunity Role that those Orders are made by you in your Opportunity Role capacity and are not subject to any consumer rights under consumer protection legislation.
Other activities
1. You warrant that you will not as a consequence of entering into and performing your obligations set out in these Terms be in breach of any express or implied terms of any contract, agreement or other arrangement with, or any obligation to, any third party which is binding upon you, and there is no contract, agreement, or other arrangement or interest that will or may give rise to any conflict of interest between you and us in relation to the provision of your Opportunity Role.
2. You may have any interest in or advise or act as a consultant to or become an employee of any business provided that you will not, at any time during your Opportunity Role, without our prior written consent, be involved in any capacity with any business which carries on, or may carry on, business in direct, or indirect, competition with us. If you are in any doubt as to the legitimacy of your involvement with any other business, you must notify us promptly in writing.
Remuneration
1. Any discounts, commission payments, income, deals or incentives offered in accordance with your Opportunity Role are set out on your Application Confirmation and our Websites.
2. Any remuneration payable will be paid to you via your PayPal account and you therefore require to have an active PayPal account, providing us with the relevant details. It is your responsibility to ensure your PayPal account and details are up to date.
3. We endeavour to make payment of any remuneration as stated on your Application Confirmation.
4. Where relevant, you may resell the Products at whatever price you wish but Customers will be aware of the prices shown on the Website and may place orders with us directly.
5. There may be premium and other offers from time to time which we will notify you of.
6. No payment for any services will be made by us, and any remuneration is not determined by the number of hours worked. You are not assured of any profit or success.
Tax and national insurance
1. You acknowledge that we will not be operating PAYE or making or deducting any national insurance contributions in respect of your Opportunity Role.
2. You will be responsible for, and will account to the appropriate authorities for, all income tax liabilities and national insurance or similar contributions payable in respect of any earnings you make.
3. If any claim, assessment or demand is made against us for payment of income tax or national insurance contributions or other similar contributions due in respect any earnings you make, you will indemnify us against any liability, assessment or claim together with all reasonable costs and expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, assessment or claim, where such recovery is not prohibited by law. We may at our option satisfy such indemnity (in whole or in part) by way of deduction from any payments to be made by us to you under these Terms.
No employment or benefits
1. For the purpose of your Opportunity Role you will be an independent contractor and as such will not be entitled to any pension, bonus, holiday, sickness or other fringe benefits from us. Nothing in these terms will render you an agent, officer or employee, worker or partner of ours and you will not hold yourself out as such.
2. You will be fully responsible for and hereby indemnify us for and in respect of any liability (including reasonable costs and expenses) for any employment-related claim or any claim based on worker status brought by you against us arising out of or in connection you're your Opportunity Role except where such claim is as a result of any act or omission of ours.
3. You will not portray yourself as having any authority to bind us nor to incur any liability on behalf of us.
Confidential information
1. Except in the proper performance of your obligations in accordance with these Terms, you will not for the duration of your Opportunity Role or at any time after the Termination Date, without our prior written approval (such approval not to be unreasonably withheld) use for your own benefit or for the benefit of any other person, firm, company or organisation, or directly or indirectly disclose to any person any Confidential Information which has come to your knowledge during or in connection with your Opportunity Role.
2. The restrictions contained in this clause 9 will not apply to:
  1. any Confidential Information which is already in or (otherwise than through your unauthorised disclosure) becomes available to, or within the knowledge of, the public generally; or
  2. any use or disclosure authorised by us or required or protected by law.
Intellectual property
1. We own the Intellectual Property Rights and, subject to clause 12.2, you shall acquire no right, title and interest in and to the Intellectual Property Rights.
2. For the term your Opportunity Role we hereby grant you a royalty-free, non-transferable, non-exclusive licence to use, copy and otherwise utilise our Intellectual Property Rights to the extent necessary to perform or undertake your role in accordance with these Terms. Any such use must be in accordance with any instructions or guidance issued by us from time to time and if we are not content with your use of such Intellectual Property Rights we may entirely in our discretion require you to cease such use at any time.
3. You warrant that you will not in the course of undertaking your Opportunity Role infringe the intellectual property rights of any other person.
Data protection and monitoring
1. You warrant that you will comply with your obligations under the Data Protection Act 2018 (DPA 2018) and other relevant legislation, and under our Privacy Policy and other relevant policies.
2. Without prejudice to the generality of clause 11.1, you will:
  1. co-operate fully with us in order to enable us to comply with its obligations under applicable data protection legislation;
  2. implement and maintain appropriate technical and organisational measures against unauthorised and unlawful processing of Personal Data and against accidental loss and destruction of or damage to Personal Data;
  3. process any Personal Data disclosed to you by or on behalf of us only for the purposes of your Opportunity Role and only for the purposes for which that Personal Data was obtained and is processed by us;
  4. not transfer any Personal Data outside the UK and/or the European Economic Area (EEA) without our prior written consent;
  5. immediately provide such evidence of your compliance with your obligations under this clause 11 as we may from time to time reasonably request;
  6. immediately upon notification by us, take all appropriate action to enable the us to properly comply with any request from a data subject in relation to access to and/or rectification or erasure of Personal Data; and
  7. immediately notify us of any data breach relating to Personal Data about which you become aware.
3. We will collect and process Personal Data and sensitive personal data (also known as 'special categories of personal data') relating to you in accordance with its privacy policy.
Liability and indemnity
1. You acknowledge that you will have personal liability for, and will indemnify us for, any loss, liability, costs (including legal costs), damages and/or expenses incurred by us in connection with you undertaking your Opportunity Role including without limitation, for any injury to any person, or for loss or damage to personal property, which arises out of any use or representation by you regarding or relating to our Products as well as and any damages or claims as a result of our Websites or Products (including them being unavailable).
2. You acknowledge that we will be relying upon your skill, expertise and experience and you warrant to us that:
  1. you will undertake your Opportunity Role in the manner and to the standard reasonably specified by us;
  2. all advice and information given and all representations and statements made and all documents provided by you will be accurate; and
  3. all intellectual property and information provided by you will be accurate.
3. Our liability for all claims of any kind arising out of or related to these Terms (including for negligence), whether based on contract, delict or on other legal or equitable grounds, is limited to the total sum of Products purchased by you in the previous 12 months at such time and which relates directly to the particular claim.
4. Nothing in these Terms excludes or limits our liability for death or personal injury resulting from our negligence, for fraud or fraudulent misrepresentation or for anything else it would be unlawful to exclude or limit.
Termination
1. Notwithstanding the provisions of clause 2, we may terminate your appointment with immediate effect with no further obligation to you (other than in respect of amounts accrued prior to the Termination Date) by written notice to you, if, at any time:
  1. you commit any serious or repeated breach or non-observance of any of these Terms; or
  2. you are in material breach of any of your obligations set out in these Terms; and
  3. other than by reason of incapacity by accident or illness you are unable to undertake your Opportunity Role in a proper and efficient manner or are in our reasonable opinion wilfully negligent or incompetent in the performance of your Opportunity Role, or fail to remedy any default in the provision of your Opportunity Role.
2. In addition, we reserve the right to terminate your Opportunity Role appointment at any time, for any reason, by giving you fourteen (14) days written notice. At the end of this fourteen (14) day period, we will close any Accounts and you will no longer hold an Opportunity Role.
3. Any delay by us in exercising any of its rights to terminate will not constitute a waiver of those rights.
4. Neither party will be in breach of these Terms if there is any total or partial failure of performance by it of its duties and obligations in accordance with these Terms occasioned by any act of God, fire, act of government or state, disease, epidemic, pandemic, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labour disputes of whatever nature and any other reason beyond the control of either party (each a Force Majeure Event). If either party is unable to perform its duties and obligations in accordance with these Terms as a direct result of the effect of a Force Majeure Event, that party will give written notice to the other of the inability, stating the Force Majeure Event in question. The operation of these Terms including clause 14.1 will be suspended for the period (and only during the period) during which the Force Majeure Event continues. Immediately upon the Force Majeure Event ceasing to exist, the party relying upon it will give written notice to the other of this fact.
Obligations on termination
1. Upon Termination in accordance with clause 2.4, we will close any Accounts you may have with us and make any outstanding remuneration payments due as a result of your Opportunity Role prior to Termination, in accordance with Clause 6 within 10 Business Days of Termination.
2. You will immediately upon termination of your appointment, and at any time on request, surrender to a person duly authorised by us all reports, manuals, files, notes, accounts, documents, correspondence, books, materials, papers and information (on whatever media and wherever located) and any other property of yours that have been made or received by you during the course of undertaking your Opportunity Role and which are in your possession or under your control.
Disputes
1. If you are dissatisfied with your Opportunity Role our Products in any way you must advise us within 5 Working Days of delivery or you will be deemed to accept them.
2. Where a dispute arises in relation to your Opportunity Role our Products, at first instance you will give us an opportunity to rectify the issue.
3. In relation to your dissatisfaction or dispute, you must provide written evidence of the whole or part of the Product in issue. Submitting a dispute or dissatisfaction via social media will not be accepted. Should you not provide such written evidence, we reserve the right to close your dispute within 14 days of your notification of such dispute under 11.1 above.
Data Protection

We are committed to protecting your privacy. We will only use the information that we collect about you lawfully in accordance with the Data Protection Act 2018 or such other relevant legislation. For further information please see our Privacy Policy.
Notice

If you wish to give us notice in accordance with any of these Terms, you must do so by delivering the notice to us in person, by sending it via registered post to Gellifique LTD, 159 Great Junction Street, Edinburgh or by email to [affiliates@gellifique.co.uk]. Any notices from us to you will be sent to the contact email address you have provided in your Email Application. Notices will be considered to have been given at the time of actual delivery in person, or three (3) business days after posting or one (1) business day after transmission by email.
Governing law

These Terms and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Scotland and the parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Terms, its subject matter or formation (including non-contractual disputes or claims).