TERMS AND CONDITIONS APPLICABLE TO THE APPLICATION FOR REGISTRATION AS AN INDEPENDENT HEALY WORLD MEMBER (AUSTRALIA AND NEW ZEALAND)
1. Defined Terms
Unless otherwise defined in these Terms and Conditions, capitalised terms in these Terms and Conditions have the same meaning as defined in the Rules of Conduct (“Rules”).
2. Acceptance
2.1. By submitting this Application for Registration, an applicant applies to operate as an Independent Healy World Member (IHWM) in accordance with the IHWM Contract. Upon acceptance of this Application for Registration by HEALY WORLD, a binding contractual relationship comes into effect between (i) the individual or other entity identified on this Application for Registration (“you” or “your” or “IHWM”) and (ii) Healy World Australia Pty Ltd (ACN:650699362) as corporation legally established and existing under the laws of Australia. (“HEALY WORLD”).
2.2. The IHWM Contract consists of and includes all the terms incorporated in (i) this Application for Registration and these Terms and Conditions, (ii) the renewal form(s) which may be executed by you as an IHWM, (iii) the HEALY WORLD Compensation Plan, (iv) the Rules and (v) any modification to the above named documents which becomes effective during the term of the IHWM Contract.
2.3. To the extent of any inconsistency between the documents comprising the IHWM Contract, the inconsistency will be resolved in accordance with the following order of precedence:
2.3.1. The Application for Registration and Terms and Conditions executed by the IHWM.
2.3.2 Any form/document which HEALY WORLD may require the IHWM to execute.
2.3.3 The HEALY WORLD Compensation Plan.
2.3.4. The Rules, and
2.3.5. any modifications to the above-named documents which become effective during the term of the IHWM Contract.
2.4. HEALY WORLD reserves the full right to accept or reject, in its sole discretion, this Application for Registration.
2.5. To become a duly authorized IHWM, you should (i) meet the requirements set forth in Section 3 of the Rules (on Becoming, Being and Stop Being a IHWM) as applicable (ii) provide all the documents and details as set out by HEALY WORLD required to comply with our “Know Your Customer” (“KYC”) requirements, (iii) complete, confirm acceptance and agreement to be bound by the terms and conditions of the IHWM Contract, and submit an electronic version of the Application for Registration in accordance with the procedures on the official HEALY website, (iv) pay if applicable, the Annual Fee required by HEALY WORLD as a lump sum reimbursement for administrative and web services rendered by HEALY WORLD from time to time.
2.6. HEALY WORLD may accept this Application for Registration by forwarding an acceptance to you by appropriate delivery. Once HEALY WORLD accepts the Application for Registration, HEALY WORLD will inform the IHWM accordingly either by email or such other modes to be determined by HEALY WORLD.
2.7. If HEALY WORLD rejects this Application for Registration, HEALY WORLD will notify you, and refund any Annual Fee you, as applicant, paid to HEALY WORLD in connection with this Application for Registration, provided (i) this Application for Registration is in full compliance with all other requirements for becoming a IHWM and (ii) you return any official HEALY WORLD literature to HEALY WORLD.
2.8. IHWMs have the full right to rescind the IHWM Contract, with immediate effect, without any penalty or liability and without having to cite any reason, by providing written notice to HEALY WORLD within 14 calendar days after HEALY WORLD has notified the IHWM acceptance of this Application for Registration. In such case HEALY WORLD will refund the IHWM any Annual Fee paid to HEALY WORLD in connection with the conclusion of the IHWM Contract.
2.9. As an IHWM, if there is any change to the information provided in your Application for Registration (including name, date of birth, address or phone number) after the IHWM Contract is executed, you are required to give HEALY WORLD written notice thereof immediately.
3. Term
3.1 Except in case of earlier termination or renewal of the IHWM Contract, the IHWM Contract expires automatically on December 31 of the calendar year of acceptance by HEALY WORLD, if accepted on or before June 30, or on December 31 of the calendar year immediately following the year of acceptance hereof by HEALY WORLD, if accepted on or after July 1.
3.2 The IHWM Contract may be renewed annually, for one year, by submitting a renewal request to HEALY WORLD with the payment of the required renewal Annual Fee, by December 31 of the year preceding the year to which the renewal refers.
3.3 HEALY WORLD reserves the full right to reject IHWM’s Application for Renewal of the IHWM Contract. HEALY WORLD will communicate any rejection of the IHWM’s Application for Renewal of the IHWM Contract.
4. Relationship to HEALY WORLD
4.1. The IHWM Contract may not be taken or construed as creating an agency, employment, fiduciary, joint venture or partnership, franchise or other relationship between you and HEALY WORLD. Under the terms of the IHWM Contract, the relationship between the parties is solely that of independent contractors. Neither party has the authority to bind the other party or incur obligations on the other party’s behalf without that other party’s prior written consent.
4.2. Each party must not represent itself, and must ensure that its directors, officers, employees, agents, sub-contractors do not represent themselves as being a director, officer, employee, partner or agent of the other party, or otherwise able to bind or represent themselves, as being a director, officer, employee or agent of the other party, or as otherwise able to bind or represent the other party (except to the extent expressly provided or permitted under the IHWM Contract).
4.2. As an IHWM, you shall (i) comply with any applicable local laws including the any law, statute, order, ordinance, regulation, public notice, guidance, judgment or other rule or decision with legal effect of the government of Australia, the responsibilities and requirements set forth in the IHWM Contract and (ii) avoid any activity that in HEALY WORLD’s reasonable opinion may negatively affect the reputation of HEALY WORLD, the HEALY WORLD Products and other IHWMs. HEALY WORLD reserves the full right to request evidence of such compliance.
4.3. As an IHWM, you are allowed to use the HEALY WORLD’s name or trademarks, or other intellectual property rights belonging to or licensed to HEALY WORLD only with HEALY WORLD’s prior express written consent and in accordance with the guidelines as determined and amended by HEALY WORLD from time to time. Any authorization granted by HEALY WORLD for this purpose constitutes a limited, non-exclusive, non-transferable and revocable license. To the extent that your engagement as an IHWM under the IHWM Contract gives rise to any rights in respect of HEALY WORLD’s intellectual property, those rights will automatically be reassigned to HEALY WORLD on termination of the IHWM Contract.
4.4. As an IHWM, you shall (i) not perform any action that could infringe upon HEALY WORLD’s trademarks and copyrighted works or other intellectual property rights belonging to or licensed to HEALY WORLD or undermine HEALY WORLD’s goodwill associated thereto, (ii) not use any trademarks similar to HEALY WORLD’s trademarks in the course of its HEALY WORLD Business and (iii) not promote or falsely associate any third party’s trademarks and copyrighted works with the HEALY WORLD’s trademarks and copyrighted works.
4.5. IHWM bears the responsibility for any expenses arising in connection with the official registration and the running of an independent HEALY WORLD Business. HEALY WORLD has neither demanded any efforts on IHWM’s part in terms of effort, time or money, nor has HEALY WORLD agreed to compensate IHWM for the effort, time and expense associated with the running of an independent HEALY WORLD Business.
5. Benefits as a HEALY WORLD Member
IHWM may receive substantial benefits, provided you are in full compliance with the provisions of the IHWM Contract. Such benefits include, without limitation, (i) the right to purchase HEALY WORLD Products through HEALY WORLD, on a non-exclusive basis, at IHWM cost as set by HEALY WORLD in its sole discretion (ii) the right promote to others the opportunity of becoming a IHWM to Sponsor others to become IHWMs and promote HEALY WORLD products (iii) the right to qualify for Bonuses, other rewards and/or recognition under the HEALY WORLD Compensation Plan (iv) use of HEALY WORLD’s trademarks, copyrighted works and other intellectual property in accordance with the Rules, and (v) a variety of support.
6. Confidentiality
6.1. Any information and trade secret relating to HEALY WORLD Products, the HEALY WORLD Business Opportunity and the Line of Sponsorship, including, without limitation, data relating to IHWM and registered consumers, is strictly confidential, owned exclusively by HEALY WORLD and shall at all times remain the property of HEALY WORLD.
6.2. Unless otherwise stated, an IHWM (i) does not own any right in any confidential information according to Section 6.1, (ii) shall take all reasonable and appropriate measures to safeguard such information and maintain the confidentiality thereof and (iii) shall only use such confidential information to the extent and for the purposes authorized in the IHWM Contract and in the course of performance of the IHWM Contract.
6.3. Upon earlier termination or non-renewal of the IHWM Contract or termination of IHWM’s appointment, IHWM shall promptly return to HEALY WORLD all such documents or information in your possession and immediately discontinue any further use thereof.
7. Privacy
7.1. Your privacy will be respected. Any personal information collected about you will be used and stored by HEALY WORLD in accordance with Australian privacy laws or any other applicable law and HEALY WORLD’s Privacy Policy available on its website.
7.2. You consent to HEALY WORLD collecting, using, storing and disclosing your personal information and using it in relation to your activities as an IHWM in accordance with HEALY WORLD’s and Australian privacy laws or any other applicable law.
7.3. You agree collect, use, store and disclose any personal information obtained in accordance with Australian privacy laws and any other applicable law and with HEALY WORLDs as amended from time to time and take all reasonable measures to ensure that any personal information in your possession or control is protected against loss and unauthorised access, use, modification or disclosure.
8. Termination
8.1. IHWMs have the full right to terminate the IHWM Contract, at any time prior to expiration, with immediate effect, by written communication to HEALY WORLD.
8.2. HEALY WORLD has the full right to terminate the IHWM Contract, at any time prior to expiration, with immediate effect, by written communication to you, including for severe breach that has occurred, occurs or is threatened to occur by you.
9. Product Purchase
9.1. A specific, clear and detailed description of any product offered by HEALY WORLD, including properties, price, and availability of the product, is provided in the official HEALY WORLD literature and on the official HEALY WORLD website.
9.2. HEALY WORLD reserves the full right to abrogate or suspend any product or line of products and modify, from time to time, the price of any product offered by HEALY WORLD.
9.3. Purchases of HEALY WORLD Products are pursuant to the respective terms and conditions relating to those products (if any).
10. Non-competition
You agree to comply with Section 4.18 of the Rules (on Non-HEALY WORLD Selling‐Activities) You also acknowledge and agree that the restrictions set out in Section 4.18 of the Rules are reasonably necessary to protect HEALY WORLD’s legitimate business interests, to preserve the direct selling business model, brand and reputation of HEALY WORLD, and is for the benefit of all IHWMs generally.
11. Modification
11.1. HEALY WORLD reserves the full right to modify the terms of the IHWM Contract, in whole or in part, from time to time, by providing reasonable notice of such changes in official HEALY WORLD literature, including the official HEALY WORLD website, or by any other mechanism permitted under applicable law.
11.2. Any modification shall be effective from the date expressed in the notification, but no sooner than one (1) week after notification, unless otherwise provided by applicable law.
11.3. If you continue to conduct any of the HEALY WORLD Business as defined in the Rules, after the notification period has ended, then such conduct will constitute an acceptance by you to be bound by the IHWM Contract as amended.
12. Non-Assignment
Neither the IHWM Contract as a whole, nor the individual rights and obligations derived from the IHWM Contract, may be assigned, delegated or otherwise transferred by you without HEALY WORLD’s prior express written consent and further subject to the requirements under the law.
13. Applicable Law
The formation, construction, interpretation and enforceability of the IHWM Contract and all claims arising from or relating to the IHWM Contract are governed by the laws of Australia and the exclusive venue for any disputes arising under the IHWM Contract shall be in Sydney, NSW, Australia.
14. Severability
If one or more provisions of these Terms and Conditions are or become invalid or void, the validity of the remaining provisions is not thereby affected.
