Terms & Conditions

Acceptance of Terms

Upon acceptance of the application to become an Ei42 Member by Ei42 and in consideration of Ei42 granting to you the non-exclusive right and privilege to purchase and promote Ei42 Services and the Ei42 business opportunity, you hereby agree to the following terms and conditions:

The online application, these Terms and Conditions, and the Business Plan (“the Agreement”) each of which document is hereby incorporated by reference into the Agreement set forth the entire agreement and understanding between you and Ei42 in connection with your participation in the Ei42 programme and access to and use of your Ei42 shop.

Ei42 Limited of 3 The Square, Manfield Avenue, Coventry, CV2 2QJ is the promoter of this trading scheme in the United Kingdom. The goods and services promoted through the scheme are the provision of a personalised online Ei42 shop and such other associated goods and services marketed by Ei42 from time to time (“the Services"). As an Ei42 Member you have the non-exclusive right to promote the Services which Ei42 markets for itself or the goods and services promoted via the Services on behalf of other product/service providers, subject to the terms and conditions in each case established by Ei42 or by said providers from time to time and in accordance with the Agreement.

When you join Ei42 as a Member you are given your own Ei42 online shop which you use to promote the Ei42 business opportunity and which can also be used by you to purchase any item from any of the suppliers listed. You are under no obligation to buy anything at any time or from anyone. You are also able to refer your friends to Ei42 but again you are under no obligation to do so. No purchase is necessary to join Ei42.

Ei42 will accept individual persons, partnerships and limited liability companies as Members. Members may use a trading name for the conduct of their Ei42 business. A Member may not hold more than one Member account at any time except with the express written consent of Ei42. Where a membership is held in the name of a company, Ei42 must be provided with a list of the shareholders and officers of the company and supplemental terms determined by Ei42 on a case by case basis may apply.

Membership
As a Member you agree to use your active and best efforts at all times to promote Ei42 Services and to promote the Ei42 business opportunity. You acknowledge that Ei42 Members are not guaranteed any specific amount of earnings and that any earnings and success will depend upon the sale of products and services from retailers whose sites are accessed via an Ei42 shop.

No purchase or investment is necessary to become a Member. The purchase of any third party products or services accessed via the Ei42 shop, promotional or sales aid literature or attendance at any Ei42 sponsored training is entirely optional. If, however, products or services are purchased, their purchase and any refunds or returns are solely subject to the terms of the retailer supplying said products or services. For the avoidance of doubt the only goods and services provided in connection with the Ei42 scheme and the Trading Schemes Regulations 1997 are the Services.

As a Member you will be remunerated in accordance with the Business Plan as amended from time to time.

As a Member you are an independent contractor and the Agreement does not create a franchise or an employer/employee, partnership, or joint venture relationship. You will have no legal right or authority to bind Ei42 to any obligation or to make representations or warranties on behalf of Ei42. You are responsible for the filing of all necessary tax returns and paying all applicable taxes due in relation to your Ei42 business and any income arising from it. Further, as an independent contractor you agree to:

(a) abide by any and all laws, rules and regulations, pertaining to the Agreement (and in particular the Trading Schemes Regulations 1997) and/or pertaining to the promotion of Ei42 Services; and

(b) abide by all DSA codes of conduct in force in any country where you are conducting your Ei42 business during the term of the Agreement; and

(c) at your expense, make, execute or file, all reports and obtain all licences (including if applicable, VAT registration) as are required by law or public authority with respect to the Agreement, and/or the promotion of Ei42 Services and the Ei42 business opportunity.

In the event that Ei42 is required to pay VAT on any payments due to you under the Business Plan or otherwise Ei42 reserves the right or otherwise (subject to any necessary approvals) to self bill for such sums, in which event VAT shall only be paid to you if you are registered for VAT and provide Ei42 with a copy of your VAT registration certificate.

If having been registered, you become de-registered for VAT voluntarily or due to your turnover falling below the VAT threshold applicable at the relevant time or otherwise, you will notify Ei42 in writing of the fact of such de-registration within fourteen (14) days of the de-registration taking effect. If Ei42 is obliged or liable to make any payment of VAT to the tax authorities as a result of your failure to notify Ei42 of de-registration for VAT then you acknowledge and agree that Ei42 shall be entitled to recover from you the amount of such VAT by deduction from your account with Ei42 or by any other means available to Ei42 from time to time.

It is agreed and the intention of the parties that you may, with the prior written approval of Ei42 appoint a suitably qualified and skilled substitute to perform your obligations under the Agreement on your behalf, provided that the substitute shall be required to enter into direct undertakings with Ei42 to comply with the terms of the Agreement, including with regard to confidentiality. If Ei42 accepts the substitute, you shall continue to receive commission payable under the Business Plan and shall be responsible for the remuneration of the substitute.

Your Member account and Ei42 shop and/or any rights ensuing therefrom may be sold or otherwise transferred by you, subject to prior written approval from Ei42. The seller of a Member and Ei42 shop may not re-apply for or purchase another Ei42 Member position and Ei42 shop for a period of six (6) months from the date of any such sale or transfer.

If you sponsor other Members, you understand and agree that you must use your best efforts to provide, on an on-going basis, bona fide support and training of sponsored Members and your team, which shall mean such activities as ongoing contact, communication, encouragement and support of your organisation including, but not limited to, providing information and training to sponsored Members in connection with the legislative and regulatory requirements to be complied with in the United Kingdom.

In consideration of the granting of the Member account and use of the Ei42 shop, you agree that you will not during the term of the Agreement or for a period of ninety (90) days thereafter, take or encourage any action the purpose or effect of which would be to circumvent, breach, interfere with or diminish the value or benefit of Ei42's contractual relationships with any Ei42 Members. Without prejudice to the generality of the foregoing, you shall not directly or indirectly contact, solicit, entice, sponsor or accept any of Ei42's Members into, or in any way promote to any such Members opportunities in competing marketing programmes or to cease being an Ei42 Member.

You must be a resident of the country in which you are registering and be over 18 years of age at the date of creating your Ei42 account. Accounts are strictly limited to one per member; Ei42 reserves the right to terminate any accounts it believes to be opened in breach of this policy and also to terminate any accounts it believes to be phantom or surrogate accounts operated by a Member in the name of a third party.

As a Member you agree to operate in a lawful, ethical, moral and businesslike manner at all times. You are reminded that you must not divulge any personal information or information of a confidential nature to third persons about Ei42 or other members in your team and that your use of the personal information of other members in your team must be in accordance with Ei42’s data protection policy and applicable data protection legislation at all times.
Ei42 reserves the right to refuse applications for membership and the right to terminate membership in accordance with the terms of the Agreement at any time. In addition Ei42 reserves the right to discontinue the Services or any part of the Services at any time by one month’s notice to you. Any changes in the Services will be notified to you and posted visibly on the website. Ei42 reserves the right to terminate any account containing dishonest information. Your membership may be suspended for a period of up to 90 days pending investigation of any complaint received by Ei42 or terminated for breach of the Agreement and in particular relating to but not limited to any of the following conduct:
• Inappropriate advertisements (False claims, misleading hyperlinks); or
• Sending unsolicited e mails (“Spamming”) including but not limited to mass email and mass newsgroup posting, etc.; or
• Advertising on sites containing/promoting illegal activities or activities which might bring Ei42 into disrepute; or
• Violation of intellectual property rights; or
. Using the Services in a fraudulent manner.
Members are automatically subscribed to our newsletter mailing list. This is a requirement of the supply of the Services. These emails do not contain advertisements they only contain important information in relation to the running and continued success of Ei42. We will also provide additional mailing list for which subscription will be optional.

The Agreement will take effect from the date of acceptance by Ei42 and will continue unless and until terminated by either party in accordance with its terms. Ei42 reserves the right in its sole discretion to accept or reject an application to become a Member.

Change of Sponsorship
If a member inadvertently joins Ei42 via a different sponsor to the one they intended they can within thirty (30) days request a change of sponsorship via the helpdesk. Due to the complex nature and difficulties caused by making sponsorship changes no change of sponsorship will be allowed after thirty (30) days of the activation of your account.

Payments
Commission payments will be made monthly by BACS transfer on or about 15th of the month. There must be a minimum amount in your account before a payment will be processed. The minimum payout amount is visible in your administration area on a ‘per country’ basis. For the UK the minimum amount is £20. If you are resident other than in the UK please check the adminstration area for the minimum amount applicable. If you wish to receive payment by cheque a handling charge of £1 per transaction will be charged for that service.Commission payments are made in the currency in which they are earned.
As a Member of Ei42 you will receive payments as a percentage of spend or as a fixed value for certain purchases. We make no guarantees as to the amount you may receive as a result of using your Ei42 shop. In some cases you may see specific reference to an actual percentage or amount that you can earn as a result of using your Ei42 shop to buy certain products. We always endeavour to publish information that is accurate but we reserve the right to change any commission or amount previously published without notice.
Any transaction you complete is with the retailer and not with Ei42. Earnings are paid when the retailer confirms your purchases. Depending on their returns policy this normally will be done within a few days.
However some retailers may take upwards of 60 days to report your transactions. It is your responsibility to ensure that you turn your cookies on with your browser, and that you do not have any software, spyware or adware on your computer that may block cookies or overwrite cookies.
If any of your purchases are returned to the retailer, any payments will automatically be deducted from your balance.
In the event that a transaction that was previously approved is later reversed by a merchant then your account and all accounts that are affected by such reversal will be reduced by that amount which in turn may result in a negative balance on your account.
If any forms are filled in fraudulently or are incomplete the retailer may delete your payments and we reserve the right to terminate your Ei42 membership if we feel this is appropriate.
All retailer transactions are logged through the use of cookies. We cannot be responsible if for any reasons the retailer’s site is not correctly reporting sales to us. However we will work on our member’s behalf to ensure such situations do not occur, and that transactions are correctly recorded.

Signup Bonuses / Credits
Upon signing up with our programme, no payment in the form of ‘signup bonuses’ or ‘credit’ will be made to any referrer affiliate account. Likewise, no payment, ‘Signup bonus’ or ‘credit’ will be made to your account when you refer the program to others by any method.

Termination
 
Voluntary termination procedure
Any Ei42 member can voluntarily terminate their account without penalty and with or without cause or reason at any time upon not less than fourteen (14) days written notice by submitting a support request to the Helpdesk. Termination of your account will then be confirmed to you via email. Any Member who resigns may re-apply after six (6) months from effective date of resignation.
Involuntary termination procedure
Your Member account may be terminated by Ei42 at its sole discretion by fourteen (14) days notice in writing without cause or reason with immediate effect and by seven (7) days notice in writing for any breach of its provisions or violation of any of the terms of the Agreement. Where a breach of the Agreement is suspected or a complaint is received by Ei42 the account will be suspended for a period of up to 90 days to allow Ei42 to investigate the account. During a suspension period you may use your Ei42 shop to order products for your personal use and to receive commissions/discounts on those purchases but you may not refer friends or otherwise promote the Ei42 business opportunity and you will not be eligible to receive any team commissions during the suspension period.

In the event that your account is terminated by Ei42 you will be paid any outstanding commission from sales made on your own Ei42 shop only and NOT any team commissions on sales from any shops that belong to any of your team. Your store will be closed and removed from the Internet. Any future commissions that you might have earned will pass to Ei42. Except where the obligation on you is specified to apply after termination of the Agreement in respect of non-competition, you will be released from all future contractual liabilities towards Ei42 on termination of the Agreement at any time.

Procedure on Termination
Where you terminate or cancel the Agreement by written notice within fourteen days of entering into it you have the right (i) to return any goods purchased from Ei42 within that period and which remain unsold provided that such unsold goods are in the condition in which they were in at the time of purchase, (whether or not their external wrappings have been broken) (ii) to require Ei42 to refund an amount equal to one hundred per cent (100%) of any monies paid in respect of such goods and (iii) to cancel any Services ordered but not yet supplied.

Where you terminate the Agreement more than fourteen (14) days after entering into it, you shall have the right to return to Ei42 any goods you have purchased from Ei42 within a period of ninety (90) days prior to such termination and which remain unsold and to receive from Ei42 the price (inclusive of VAT) which you have paid for the goods, less:
(i) in the case of any goods, the condition of which has deteriorated due to an act or default on your part, an amount equal to the diminution in their value resulting from such deterioration; and
(ii) a reasonable handling charge of ten per cent of the price;

Where Ei42 has terminated the Agreement, you shall have the right to return to Ei42 any goods you have purchased from Ei42 within a period of ninety (90) days prior to such termination and which remain unsold and to receive from Ei42 the price (inclusive of VAT) which you paid for the goods together with any costs incurred by you for returning the goods to Ei42; any such refund shall be on terms whereby the goods not already held by Ei42 will be delivered within twenty-one (21) days of such termination at Ei42’s expense to the main address set out on the Ei42 website or as notified by Ei42 to you from time to time.

Any refund due on termination shall be on terms whereby the purchase price is payable upon delivery of the goods or if the goods are already held by Ei42 forthwith.

Further, where either of us terminates the Agreement more than fourteen (14) days after entering into the Agreement you shall have the right to return to Ei42 any goods you have purchased from Ei42 more than ninety (90) days but within one (1) year prior to such termination and which remain unsold and to receive from Ei42 ninety per cent (90%) of the price (inclusive of VAT) paid by you for the purchase of those goods less (i) an amount equal to any commission, bonuses or other benefits (in cash or in kind) received by you in respect of those goods, (ii) any amounts due from you to Ei42 on any account and (iii) a reasonable handling charge, provided that such goods have not been purchased or acquired by you in breach of the Agreement, (iv) you return such goods to Ei42 in an unused commercially resaleable condition not more than fourteen (14) days after the date of termination, and (v) Ei42 did not clearly inform you that the items were seasonal, discontinued or special promotion products which were not to be subject to the provisions of this paragraph.

Ei42 shall be entitled to request proof of ownership, e.g. sale receipts for the goods that you require Ei42 to buy back in accordance with the Agreement.

You understand and agree that bonuses or commissions paid to you on goods returned by or Services cancelled and refunded to you or other Members in your team, within the preceding one hundred and twenty (120) days shall be repayable by you and may be deducted from your account with Ei42 at any time including where a Member in your team terminates his/her Membership or it is terminated by Ei42.

You agree that payments of refunds will be made in the same form as the original payment and in accordance with Ei42’s termination procedure in force from time to time.


Changes to website
Ei42 reserves the right to change (temporarily or permanently) your Ei42 shop or any part of it without notice which may include a temporary removal of your Ei42 shop and you confirm that Ei42 shall not be liable to you for any such change or removal; furthermore we may change these Terms and Conditions at any time upon reasonable notice to you except in the case of any change to your financial obligations under the Agreement when we will give you not less than 60 days notice, and your continued use of your Ei42 shop and promotion of the Ei42 business following any such changes shall be deemed to be your acceptance of such change.

Access to your Ei42 online shop will require registration and subsequent access to the Services will be subject to an approved login name and password ("Password Details"). Information that you provide must be accurate and complete. All Password Details are accepted and may be withdrawn at the sole discretion of Ei42 and are exclusive to you and non-transferable and must be treated as strictly confidential at all times. In the event that you have any concerns regarding your Password Details or become aware of any misuse then you must inform us immediately.

Affiliate Links
You may use graphic and text links both on your website and in emails. The site may also be advertised “offline” in classified ads, magazines, and newspapers. You may use the graphics and text provided to you by us only and you may not create your own graphics or text without our prior written consent.

Advice
The contents of Ei42 do not constitute advice and should not be relied upon in making or refraining from making any decision. We cannot accept liability for the products or services provided by any of the service providers or merchants featured on your E42 shop. We do not endorse or take responsibility for the performance of any product or service listed on Ei42.

Links to third party websites
Ei42 contains links to third party websites that are controlled and maintained by others that you access at your sole discretion.
You acknowledge and agree that, as you have chosen to enter the linked website we are not responsible for the availability of such external sites or resources, and do not review or endorse and are not responsible or liable, directly or indirectly, for
(i) the privacy practices of such websites,
(ii) the content of such websites, including (without limitation) any advertising, content, products, goods or other materials or services on or available from such websites or resources or
(iii) the use to which others make of these websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such advertising, content, products, goods or other materials or services available on such external websites or resources.

Copyright
All copyright, trademarks and all other intellectual property rights including but not limited to those in the Ei42 corporate website and your Ei42 shop (“the Website”) and its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website) are owned by or licensed to Ei42 or otherwise used by Ei42 as permitted by law.
In accessing the Website you agree that you will access the content solely for your personal use and for the promotion of your Ei42 shop and the development of your Ei42 team. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading, copying and/or printing of pages of the Website for personal, non-commercial home use only and use in connection with the promotion of your Ei42 online shop and development of your Ei42 team. Further you accept and agree that you will not use Ei42's trade marks, trade name, slogans, symbols, and colour scheme without Ei42's written permission except in the marketing materials and promotional materials provided or supplied to you by Ei42 for the purpose of promoting the Ei42 business opportunity and your Ei42 shop.

Confidential Information
Ei42's Members List (being the information held by Ei42 relating to its Members, which at Ei42's option may include but are not limited to its relationships with each of its Members, the sponsorship of each Member, the Member's team and historical purchasing information for each Member) contain confidential information which is highly sensitive and valuable to Ei42's business and which shall at all times remain the property of Ei42. In the event that Ei42 shall agree to disclose details of any of its Members List to you as a Member:

(a) you will (to the extent such details are not publicly available other than by breach of the Agreement) at all times and without limit in time treat such details as confidential information in the nature of a trade secret and shall not use or disclose or permit the use or disclosure of such details to any other person (and shall take all reasonable steps to protect and maintain the security of the information) and shall use the details solely for the benefit of your Ei42 shop and business and of Ei42 and for the stated purpose for which they were provided;

(b) you will return copies of any such information to Ei42 forthwith upon the termination of the Agreement for whatever reason.


Disclaimers and limitation of liability

Nothing in these Terms and Conditions excludes or limits liability for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability which may not otherwise be limited or excluded under applicable law. Subject to the aforementioned, Ei42 will use reasonable endeavours to verify the accuracy of any information on its corporate site and on your Ei42 shop but makes no representation or warranty of any kind express or implied statutory or otherwise regarding the contents or availability of the site or that it will be timely or error-free, that defects will be corrected, or that the site or the server that makes it available are free of viruses or bugs or represents the full functionality, accuracy, reliability of the website. Ei42 will not be responsible or liable to you for any loss of content or material uploaded or transmitted through your online shop and Ei42 accepts no liability of any kind for any loss or damage from action taken or taken in reliance on material or information contained on the site.

Other than as expressly set out in these Terms and Conditions any indemnities, warranties, terms and conditions (whether express or implied) are hereby excluded to the fullest extent permitted by applicable law.

To the extent permitted by applicable law, Ei42 will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent on negligent misrepresentations) or otherwise out of or in connection with the Agreement including these Terms and Conditions for any:

• economic losses (including without limitation loss of revenues, data, profits, contracts, business or anticipated savings); or
• loss of goodwill or reputation; or
• special or indirect losses suffered or incurred by that party arising out of or in connection with the use of your Ei42 shop.

Indemnity
You agree to indemnify and hold Ei42 and its officers, employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Ei42 arising out of any breach by you of the Agreement including these Terms and Conditions or other liabilities arising out of your use of your Ei42 shop.

Severance
If any term or provision of the Agreement should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term or provision shall be severed and the remaining terms and provisions of the Agreement shall survive and remain in full force and effect and continue to be binding and enforceable.

Governing Law
The Agreement including these Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.

Entire Agreement
The online Member Application Form, these Terms and Conditions and the Business Plan (as amended from time to time) constitute the entire agreement between you and Ei42 and no other additional promises, representations, warranties or agreements of any kind shall be valid unless in writing and issued by Ei42.

Waiver
No failure to exercise and no delay in exercising on the part of Ei42, any right under the Agreement shall operate as a waiver thereof.

Notices
Any notice or other written communication given under or in connection with the Agreement may be delivered personally or sent by first class post or by email to either party at the address or email address supplied by you on your application to become a Member and in the case of Ei42 shown on the corporate website or such other address notified from time to time by such party to the other. Any notice or other communication shall be deemed to have been duly received:
(a) if delivered personally, when left at the address last notified to the other party; or
(b) if sent by pre-paid first-class post at 9.00 am on the second working day after posting; or
(c) if delivered via email on the transmission date of the e-mail.

Third Party Rights
No third party which is not party to this Agreement may enforce any terms of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

Any verbal or written statements made by you, as an independent contractor, with regard to Ei42 Services and the Ei42 network business opportunity must be based strictly on the written information issued by Ei42, for example, in current Member and sales promotion literature and in accordance with these Terms and Conditions.

You are liable for all statements you may make which deviate from such information issued by Ei42 and hereby indemnify Ei42 from any loss, damages, claims, costs including legal fees or court costs or fines arising from unauthorised representations made by you.

Assignment
You may not assign or sub-contract any of your rights or obligations under the Agreement to any third party unless agreed upon in writing by Ei42. Ei42 reserves the right to transfer, assign, novate or sub-contract the benefit of the whole or part of any of its rights or obligations under the Agreement or any related contract to any third party.

Force Majeure
Ei42 shall be under no liability for any delay or failure to provide the Services or otherwise perform any obligation as specified in the Agreement if the same is wholly or partly caused whether directly or indirectly by circumstances beyond its reasonable control.

Latest Terms & Conditions
If you are reading these Terms and Conditions in printed format please note that some or all of these may have been updated or amended. Notice of any changes will be given to you in accordance with these Terms and Conditions but you will always find the current Terms and Conditions on our website at www.ei42.com