Terms and Conditions of Sale
Standard terms and conditions in respect of Interlearn’s Independent Distributor's Agreement.
The parties to this agreement are: InterLearn, registered under company number 2004/051099/23, and the Independent client / member (Independent Distributor) whose application with InterLearn as an Independent Distributor has been formally accepted upon submission of the signup button on the signup form.
1) "Client" means- an individual who has purchased a Membership made available by InterLearn.
2)"Corporate Materials" means - any official InterLearn Material, promotional material and/or documentation, which contain the InterLearn logo, published and amended from time to time.
3) "Independent Distributor " means - an individual whose application for a distributorship with InterLearn as an Independent Distributor has been accepted by InterLearn via the signup process, and who has been issued with a unique membership Number and has paid the membership Fee. The Independent Distributor is deemed an Independent freelancer with the company InterLearn and no relationship of employer/ employee exists. No joint venture or any other relationship between the Independent Distributor and InterLearn exists other than InterLearn on the one side providing programs and infrastructure and the Independent Distributor being an independent contractor referring the Membership of InterLearn as and when the Independent Distributor deems fit.
4)"Independent Distributor's Organisation" means - those individuals who have been issued with a unique Membership number and who have been referred to InterLearn by the Independent Distributor, or by any other Independent Distributor.
5)"Marketing Plan" means - the official method for generating compensation used by InterLearn to generate income and commissions for Independent Distributor's.
6)"Distributor Membership Fee" means - a non-refundable annual sum payable for program downloads and business administration with InterLearn as an Independent Distributor.
7)"Membership Number" means - the unique number issued to the Independent Distributor on submission of the signup form to InterLearn and the non-exclusive right to operate business under the trade name.
8)"Programs" means - programs/products made available and new programs/products which may be introduced from time to time by InterLearn, and the right to download these on the published list in the Members Area.
9)"Commission’s" means - the sum due to the Independent Distributor based on the volume of direct referrals made and / or indirect referral commission of the Independent Distributor's Organisation calculated in accordance with the InterLearn, Marketing Plan.
10)"Host" means - an Independent Distributor who personally referred Client and/or Independent Distributor to InterLearn.
11)"InterLearn " means – The Company.
A) RELATIONSHIP BETWEEN INTERLEARN AND THE INDEPENDENT DISTRIBUTOR
The Independent Distributor, as an independent contractor, is responsible for the expenses incurred by him/her/it in running his/her/it's business including; income tax, value-added tax and Unemployment Insurance Fund contributions (If Applicable).
1. The Independent Distributor will notify InterLearn immediately if he/she/it registers or deregisters for VAT and indemnifies InterLearn against any loss, which results from failing to do so. He/she/it will provide InterLearn with a copy of his/her/its VAT registration Certificate (if applicable) on request.
2. An Independent Distributor is not an employee, of InterLearn and the Independent Distributor agrees that he/she/it has no authority to bind InterLearn or negotiate any liabilities on InterLearn’s behalf and will not purport to do so.
3. The Independent Distributor is an independent freelancer and is self-employed. In addition, and for the avoidance of doubt, the term "Independent Distributor" does not create any express or implied partnership, nor do any of the titles used in the InterLearn Marketing Plan.
4. Should an Independent Distributor misrepresent his/her/its relationship with InterLearn and any adverse matter or action arises either directly or indirectly from such misrepresentation, the Independent Distributor agrees to indemnify InterLearn from any losses he/she/it suffers.
5. The Independent Distributor can work such hours as he/she/it chooses to work and carry out any other activities except as set out in this Agreement in addition to his/her/its activities as an Independent Distributor.
6. The Independent Distributor is entitled to arrange for such assistance in the conduct of his/her/its business as he/she/it chooses and is responsible for the expense of engaging any other persons or the hiring of venues and equipment to assist in such business. If the Independent Distributor delegates the performance of any of his/her/its obligations under this agreement, this does not relieve the Independent Distributor of such obligations and liabilities under this agreement and the Independent Distributor agrees to indemnify InterLearn against any liabilities arising out of the acts or omissions of a delegate.
7. If the Independent Distributor is under the age of 18 (eighteen) years of age, parental consent is required to enter into this agreement with InterLearn .
8. The order of entering new applications into the InterLearn program will be in order of applications received by InterLearn. InterLearn will accommodate no reverses or alterations of this procedure.
B) INDEPENDENT MEMBERSHIP NUMBER
Upon submission of a successful web application, InterLearn’s automated system will issue each new Independent Distributor with a unique Membership number, which must be used and recorded in all correspondence with InterLearn or upon sponsorship of any new Independent Distributors. Failure to complete payment will result in the issued number being permanently removed.
C) INTERLEARN RIGHTS AND OBLIGATIONS
InterLearn may in its sole discretion:
1 Accept or reject any application to become an Independent Distributor.
2 Request proof of payment (For example, a copy of the EFT or Deposit made) for the membership purchased by the Independent Distributor.
3 InterLearn will from time to time provide the Independent Distributor with new Programs for download in the membership area at no additional cost.
4 To provide the listed programs for download as denoted by the web presentation.
5 To provide a web based business portal to the Independent Distributor.
D) INDEPENDENT DISTRIBUTOR'S OBLIGATIONS
The Independent Distributor agrees:
1. That the compensation for the referral of InterLearn Membership will be in accordance with this agreement and the terms and conditions of the InterLearn Marketing Plan.
2. That the Membership purchased entitles the Independent Distributors to download as many of the programs/products listed in the Members area for his/her personal use only.
3. To comply with the rules set out in the InterLearn "Terms and Conditions" as amended by InterLearn from time to time.
4. That he/she/it will only use official InterLearn Corporate Materials in all presentations and/or events and/or gatherings initiated by him/her/it for the purpose of promoting and referring the InterLearn Membership Opportunity to prospective Clients and or prospective Independent Distributors.
5. That he/she/it will conduct business in a lawful, ethical and honest manner and do nothing which may reflect adversely on the goodwill or reputation of InterLearn, it's products or other Independent Distributors.
6. That he/she/it will not SPAM or use any misleading, deceptive or unfair recruiting, selling or persuasion methods.
7. That he/she/it will present the InterLearn Membership / Business Opportunity to prospective InterLearn Independent Distributors in a truthful and sincere manner and will accept the ongoing support responsibilities of a Host / Sponsor, which may be required.
8. That no compensation is guaranteed from mere participation in the InterLearn Marketing Opportunity. The Independent Distributor acknowledges that InterLearn has not made any claims of guaranteed profits or representations of anticipated profits that might result from an Independent Distributor's efforts. The Independent Distributor acknowledges that success as an Independent Distributor comes from referring the InterLearn Membership(s) and the development of an Independent Distributor's Organisation.
. That the names, addresses and contact details of InterLearn's Clients and/or Distributors and other information provided to him relating to his/her/its Organisation are InterLearn’s confidential proprietary information, and may only be used by him/her/it for the purpose of his/her/its business as an InterLearn Independent Distributor. It is the Independent Distributor's duty to know that the Information Act governs any information pertaining to the names and addresses etc. InterLearn will not distribute or share any information pertaining to distributors with any third party except where expected to do so by law.
10. The Independent Distributor will not make any claim that any regulatory authority approves or endorses any InterLearn product(s) and/or InterLearn marketing methods.
11. The Independent Distributor will abide by all applicable laws and regulations relating to this agreement and/ or associated with this agreement.
12. The Independent Distributor will promptly ensure that payment is made for the purchase of the Membership.
InterLearn Independent Distributors may not in any manner purport to represent InterLearn business opportunity in the Media; including, but not limited to, interviews or articles on radio, television or any press, print medium or communication medium, unless prior written permission has been given by InterLearn. All media enquiries concerning InterLearn should immediately be referred to InterLearn.
F) USE OF THE INTERLEARN NAME
The Independent Distributor acknowledges the non-exclusive right to the use of any registered trademark, logos of InterLearn and any of the InterLearn material, must be used in their original and unaltered form only, and any use must be for the purpose of the InterLearn business and in accordance with the terms of this agreement only. The Independent Distributor is prohibited from using any of the InterLearn trademarks, brands and trade names in any advertising or literature either electronic or print for the use of marketing the business opportunity – which is word of mouth referral only.
InterLearn cannot guarantee any specific financial or any other returns on Membership Referral. Financial returns are dependent on labour input, market forces, personal growth and exchange advertising and communication abilities. If InterLearn becomes aware that an Independent Distributor is making any false, inaccurate or misleading representations or claims as to any potential or future expected earnings, incentives and false claims to program/product ability, to any prospective Independent Distributors / prospective customers / clients regarding the membership, it shall be deemed to constitute a material breach of this agreement and InterLearn shall be entitled to terminate this agreement immediately via email. This is without prejudice to any other remedies, which might be available to InterLearn by law.
H) COMMISSION FEES, EARNINGS and BONUSES
InterLearn undertakes to credit all rebates, earnings and bonuses due to the Independent Distributor as set out in the InterLearn Marketing Plan as amended from time to time. The Independent Distributor agrees that they will forfit any and all earnings due to them, if membership payment has not been received by interlearn. The Independent Distributor can request payment directly from the Members area once logged in, providing the minimum payment balance has been met. Administrative accounting procedure for payments due will fall 7 -14 days after submission of a payment ticket. Payments will be deposited directly into the account as per the details submitted by the Independent Distributor.
Any notice(s), which InterLearn wishes to send to the Independent Distributor's, will be sent to the Independent Distributor's last known email address as reflected and captured on the InterLearn’s computer data base. Any notices the Independent Distributor wishes to send to InterLearn should be sent via the contact form on the official website of InterLearn at www. interlearn.co.za
The Independent Distributor may be involved in other businesses. InterLearn encourages income diversification and will under no circumstances endeavour to curtail, hinder or obstruct the Independent Distributor from gaining alternative streams of income. The Independent Distributor however agrees that he/she/it will not market or otherwise promote any other program, business, business opportunity, or the sale of any goods or services or encourage, persuade or recruit any person who is an InterLearn Independent Distributor to market or sell products of any other company at an InterLearn function or presentation.
The Independent Distributor acknowledges that it is for the mutual benefit of him/her/it and his/her/its Organisation that InterLearn Corporate Materials reflect the practices of InterLearn. To enable the Independent Distributor to enhance and protect his/her/its reputation, InterLearn has the right to change the provisions of this agreement at any time with not less than 30 (thirty) day's written notice.
Changes by InterLearn to this agreement, in accordance with this clause, may be notified by any reasonable means, including the company website www.interlearn.co.za and client services.
L) DECEASED INDEPENDENT DISTRIBUTOR
Upon the death of an Independent Distributor, all referral fees, earnings, bonuses and distributorship organisations accrued at the date of death shall be held for the benefit of the estate of the deceased Independent Distributor.
M) FINANCIAL INTELLIGENCE CENTRE ACT (FICA) REQUIREMENTS
In accordance with the FICA Act, companies may be required to establish the source of monies paid by clients. In compliance, InterLearn may at any time request the following information from an Independent Distributor, whether it be a person or institution. A copy of identity document / registration number (Copy of certificates)
b Tax number/ Vat number.
c Proof of physical address.
d Source of income.
N) TERMINATION OF INDEPENDENT DISTRIBUTORSHIP
1. The Independent Distributor has the right to terminate his distributor agreement at any time without further charge by giving 30 (thirty) days notice to that effect.
2. InterLearn may terminate the appointment of an Independent Distributor immediately, without liability by giving the Independent Distributor 30 (Thirty) days written notice to that effect to the Independent Distributor's last known email address as reflected on the InterLearn address database.
3. InterLearn shall be entitled to terminate the appointment of the Independent Distributor immediately, without liability, if the Independent Distributor breaks any of the terms of this agreement. Nothing in this agreement shall preclude InterLearn from seeking other remedies against the Independent Distributor, including but not limited to, damages suffered by InterLearn as a result of any breach of the Agreement or other conduct detrimental to InterLearn and its interests, purposes and goals.
O) CONSEQUENCES OF TERMINATION
In the event that this Agreement expires or is terminated for any reason, the Independent Distributor agrees that he/she/it will immediately:
a. Cease to represent himself/herself/it as a InterLearn Independent Distributor.
b. Comply with all applicable provisions of this Agreement.
c. InterLearn reserves the right to provide continued service to clients and/or Independent Distributor within the Independent Distributor's Organisation.
P) ADMINISTRATION FEE
The administration fee is payable by any Independent Distributor who wishes to earn commission fees and is renewable annually, incrementing at 10% per annum. (First effective date 1 April 2011)
Q) REQUIREMENT BEFORE EARNING COMMISION
An Independent Distributor must have paid for his/her/its membership purchase as per the designated cost applicable at the time of application, and all said payments must be confirmed by InterLearn before any such Independent Distributor can earn commission. Should insufficient funds be transferred, this will be deemed a disqualification to earn referral fees until such time as all relevant payments are rectified. All earnings accrued up until the rectification will be forfeited.
R) UNLAWFUL ACTIVITY BY INDEPENDENT DISTRIBUTORS
Should any Independent Distributor's conduct come down to criminal actions, such an Independent Distributor will be terminated with immediate affect and all relevant information submitted to Law enforcement for prosecution.
This Agreement constitutes the entire Agreement between InterLearn and the Independent Distributor and supersedes any previous agreement, representations or undertakings save for clause K, no addition to or variation of its terms shall be of any force or effect unless agreed to in writing by the Management of InterLearn. The failure of any party at any time to require performance of or to enforce his/her/its rights under this Agreement shall in no way affect the right of such party to require the remedy of any breach of any provision of this Agreement and shall not be construed as a waiver of any breach.