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Showcase Stylist Agreement

This agreement (“Agreement”) is between

(a) The person whose name is set at the end of this agreement (“the Stylist” also referred to herein as ”You” or “Your”)

(b) MyShowcase Limited, England and Wales company number 07805566, ("Showcase").

It is agreed as follows:

1 DEFINITIONS

1.1 Showcase Stylist Account: A set of tools, services and information made available to and managed by You on the Showcase website which includes Your personal information, bank details and value added tax ("VAT") registration status, and the personal information of customers you have introduced to Showcase.

1.2 Products distributed by Showcase: beauty, cosmetic and gift products from various brands.

2 APPOINTMENT AND STATUS

2.1 You must be over 18 years of age and resident in the UK.

2.2 Your only financial obligations under this Agreement are to pay for product that you choose to purchase from Showcase.

2.3 You agree that, when you purchase for yourself (or on behalf of others) products distributed by Showcase, You will act as a principal, doing so solely on your own account. You agree not to portray yourself as an employee, worker, agent, representative or partner of Showcase.

2.4 You agree not to act in the name of or bind Showcase contractually, nor to incur any liability on behalf of Showcase.

2.5 You will be responsible for compliance with all matters associated with Your status as a self-employed individual, or sole trader or registered company including payment of all tax and national insurance contributions.

2.6 You must adhere to the standards and principles of behaviour set out in the “Consumer Code of Practice” and “Code of Business Conduct” as issued by the Direct Selling Association and Showcase's privacy policy, PCI-DSS (credit and debit card) security policy and any other guidelines that may be amended or supplemented by Showcase from time to time.

2.7 You are personally responsible to comply with this Agreement, and all national and local laws

2.8 You agree to share product recommendations, truthfully, lawfully, ethically, and effectively.

2.9 Within the first seven days after the signing of this Agreement you may not place orders for yourself totaling over £200.

3 ORDERING

3.1 You agree to take orders for other people only for future delivery through Showcase. In other words, you may not sell the products that you purchased from Showcase.

3.2 Showcase will only accept sales orders placed on Showcase’s website.

3.3 For orders You take on paper from customers You agree to shred and securely dispose of the paper on which the customer details where written immediately upon completing the order.

3.4 Showcase reserves the right to refuse to supply You if, in its opinion, you are holding or seeking to hold excessive stock. You agree not to have on hand more than a reasonable supply of products, meaning an amount You can reasonably use in a 1 (one) month period.

4 REWARDS

4.1 Showcase will calculate your rewards based on the terms explained in the Showcase Reward Plan (see Annex 1), which may be amended or supplemented by Showcase from time to time.

4.2 Your rewards earned in any given month can be redeemed from the first day of the following month.

4.3 Your rewards can be accumulated.

4.4 You can redeem your rewards at any time

4.4a as credit against purchases of products on Showcase's website or

4.4b withdraw your rewards as cash if you have more than £35 (thirty-five pounds sterling) in accumulated rewards.

4.5 If you redeem your reward as cash,

4.5a Showcase will pay You within 5 (five) business day of your request.

4.5b Payments will be made in pounds sterling (GBP) or Euros (EUR) via electronic bank transfer to a single bank account designated on your Showcase Ambassador Account.

4.6 Showcase will keep a record of all calculations of your rewards subject to this Agreement.

4.6a On Your Showcase Ambassador Account, Showcase will provide a rewards statement summary and details of the calculation.

4.6b No more than once a year and subject to reasonable prior notice, You, or a representative, may inspect or audit relevant Showcase records related to the calculation of your rewards. You shall be liable for the costs of the inspection or audit if the difference between the rewards you earned, and the rewards owed to you is less than 5%. In the case that Showcase has under-calculated your rewards by more than 5%, Showcase will reimburse You for the reasonable costs of such inspection or audit.

4.7 Your rewards will be automatically converted to loyalty customer elite points if your Stylist account is closed due to inactivity (see Annex 1).

5 ADVERTISING AND PROMOTION

5.1 All Your emails, instant messages, blog posts or comments, Facebook updates, or any other form of communication intended to advertise or promote Your services as a Stylist must comply in all respects with the terms of this Agreement.

5.2 You will not suggest or represent that You are an employee or spokesperson for Showcase or any product manufacturer or distributor whose products Showcase distributes; this includes, but is not limited to, using online names or profile images that are a copy of or derivative of intellectual property owned by Showcase or any product manufacturer or distributor whose products Showcase distributes.

5.3 In case you see the need to publish, distribute or print any written material that is critical of Showcase or the brands and products Showcase distributes, You will inform Showcase within 1 (one) day of doing so.

6 CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

6.1 Information provided in connection with this Agreement and which is publicly undisclosed shall be kept confidential and shall not be used or divulged other than in the proper course of performance of the obligations under this Agreement.

6.2 You shall do nothing to bring Showcase into disrepute or to impair or jeopardise the distinctive quality of Showcase’s trademarks or the brands Showcase distributes.

6.3 You shall not, without Showcase’s prior written approval, use or exploit Showcase’s intellectual property rights, including (but not limited to) trademarks or trade names, urls or any logos, product names, designs or copyright belonging to Showcase.

6.4 You shall not, without Showcase’s prior written approval, use or exploit the intellectual property rights, including (but not limited to) trademarks or trade names, urls or any logos, product names, designs or copyright belonging to any product manufacturer or distributor whose products Showcase distributes.

7 DATA PROTECTION

7.1 Showcase treats the personal information about You and Your account as private and confidential in accordance with Showcase's Privacy Policy.

7.2 The Parties agree that they shall comply strictly with the requirements of any data protection laws in relation to personal data processed in connection with the performance of their obligations under this Agreement.

7.3 You consent to Your personal details being held and processed (including processing by automatic means) by Showcase and its authorised third parties for the purposes of performing functions on Showcase’s behalf, including (but not limited to) order fulfilment and delivery, marketing, customer service, administration, payment processing, the production of electronic invoices and statements of Rewards earned.

7.4 You consent to allowing data transfers of Your personal details to any other company owned or controlled by Showcase located in other countries outside the European Economic Area including the United States in order to facilitate the proper performance of this Agreement, even where the country or territory in question does not maintain the same standards of data protection as in the European Union.

8 CONFLICTS OF INTEREST

8.1 You may not engage in any other business, occupation or activity whose business, occupation or activity causes a breach of or conflict with any of Your obligations under this Agreement.

9 WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITIES

9.1 Each Party represents and warrants to the other Party that the person executing this Agreement is authorized to do so on the Party's behalf.

9.2 Showcase shall not be liable to You or any third party for any consequential, exemplary, special, incidental, or punitive damages, including, but not limited to, loss of goodwill; loss of profits; loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

9.3 Any obligation or liability of Showcase under this Agreement will be limited to either rectifying the problem at no cost to the Stylist and / or the sum of the Stylist’s Rewards earned under this Agreement during the year (calculated with reference to the date of this Agreement) preceding the claim.

9.4 Showcase may discontinue any service or product offering or may change the nature, features, functions, design, scope or operation of any service offering, at any time and from time to time.

9.5 Showcase does not warrant that it’s service or product offerings will be uninterrupted, accurate, error free, or free of harmful components. Showcase will not be responsible for any errors, inaccuracies or service interruptions. Showcase will aim to offer a high quality and accurate service and will endeavor to rectify errors when our attention is drawn to them.

9.6 No action, suit or proceeding shall be brought against the other Party to this agreement more than one year after the termination of this Agreement.

9.7 No advice or information obtained by You from Showcase about any product manufacturer or distributor whose products Showcase distributes will create any warranty not expressly stated in this Agreement.

9.8 Nothing in this Agreement excludes the liability of either Party for any other liability that cannot be excluded under applicable law, including fraud or death or personal injury caused by either Party's negligence.

9.9 There is no intention in this Agreement to create any right or benefit enforceable by any person, firm or company not a Party to this Agreement and the provisions of the Agreements (Rights of Third Parties) Act 1999 are expressly excluded.

10 DURATION, TERMINATION AND MODIFICATION

10.1 This Agreement comes into force from the day You sign it and will continue until either Party terminates this Agreement in accordance with the terms of this Agreement.

10.2 If you sign this Agreement, within 14 days of doing so, you have the right to cancel this Agreement without penalty and to recover monies paid by giving written notice to Showcase at its latest address.

10.2a Upon cancellation, you may return products to Showcase, at its latest address, for a full refund, provided the products are returned in the same condition as supplied to You (except that external wrappings may be broken).

10.3 At any time after 14 days from signature of this Agreement, either party may terminate this Agreement by giving to the other not less than 14 days written notice to be served on the other party's address given in this Agreement, or such address subsequently notified in writing to the terminating party.

10.4 Showcase reserves the right, for any reason, to terminate this Agreement immediately by giving you written notice within 14 days of the date of this Agreement.

10.5 If the contract is terminated by Showcase or, after the first 14 days from signature of this Agreement, by you, you have the following rights:

10.5a You will incur no future contractual obligations under the Agreement;

10.5b You will have the right, within 21 days of the termination, to return to Showcase at its latest address all products purchased by you from Showcase within the 90 days prior to the termination and to recover from Showcase the (VAT inclusive) price paid by you for them, less a reasonable handling charge and, in the case of goods which have deteriorated because of your own fault, less an amount to reflect their resulting diminution in value (these deductions will not be made where Showcase terminates the contract);

10.5c where Showcase terminates the agreement, Showcase will refund your reasonable carriage costs in returning the products.

10.5d In addition, after termination, you will have the right (in accordance with, and subject to, the terms set out in the Code of Business Practice of the Direct Selling Association) to return and claim a partial refund for products which you purchased more than 90 days and up to one year prior to termination and which remain unsold by you.

10.6 After termination, Rewards may be retained by you even after termination of the Agreement, except that after termination of the Agreement Showcase may reclaim payment of any commissions and bonuses paid to you in respect of goods returned by customers.

10.6a No Rewards will be reclaimable by Showcase more than 120 days after it was paid.

10.7 Showcase reserves the right to make changes to this Agreement by giving You written notice to that effect. You will always be given no less than 14 days written notice in advance of any such changes, except that where such changes affect the Showcase Career and Compensation Plan, then you will be given no less than 30 days written notice in advance of such changes.

11 TRANSFER

11.1 The benefit of this Agreement may not be transferred or assigned by You.

12 GENERAL

12.1 You are only permitted to use Your Showcase account and related technologies as set out in this Agreement. Any attempt to copy, modify or interfere with the operation of the Showcase website will be deemed a material breach of this Agreement and may result in termination of this Agreement.

12.2 You expressly authorise Showcase to issue communications and invoices electronically, by email or posting messages or notices on Showcase’s website or such other website as Showcase may notify from time to time and any such communication shall be deemed appropriate as written notice.

12.3 This Agreement constitutes the entire Agreement between the Parties and supersedes any previous agreement or understanding.

12.4 This Agreement has been drawn up in English. In case of discrepancies between the texts in different languages, the English language text shall prevail.

12.5 This Agreement shall be governed by the Laws of England and Wales.

13 STATUTORY WARNING

13.1 It is illegal for a promoter or a participant in a trading scheme to persuade anyone to make a payment by promising benefits from getting others to join a scheme.

13.2 Do not be misled by claims that high earnings are easily achieved.

13.3 If you sign this contract, you have 14 days in which to cancel and get your money back.

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