Tiffany Coachworks Europe Ltd Terms and Conditions for Distributors

1 DEFINITIONS

1.1 In this Agreement:-

“Account Number” means the unique number allocated to the Distributorship by Tiffany Coachworks Europe;

“Active Distributor” means a Distributor who, on the date in question, has placed at least one chargeable order for Products with Tiffany Coachworks Europe at any time during the previous month;

“Business Kit” means any kit of that name which new Distributors purchase from Tiffany Coachworks Europe;

“Business Manual” means the manual of that name issued by Tiffany Coachworks Europe to its Distributors from time to time;

“Distributor” means an individual or individual(s) registered as a sales adviser or sales manager by Tiffany Coachworks Europe;

“Distributorship” means the relationship between a Distributor and Tiffany Coachworks Europe governed by the Distributorship Agreement;

“Distributorship Agreement” and “this Agreement” means these Terms and Conditions, any front sheet and the Business Manual, in each case as varied by Tiffany Coachworks Europe from time to time;

“Downline” means, in relation to a Distributor, any Distributor(s) introduced by him, either directly or through one or more intermediate Distributors;

“Tiffany Coachworks Europe” means Tiffany Coachworks Europe Limited of 20 SMITHERWAY, BUGBROOKE, NORTHAMPTON , NORTHANTS, NN7 3PT

“Products” means the products and services supplied by Tiffany Coachworks Europe from time to time under this Agreement;

“Registration Fee” means the fee stated on the front sheet of this Agreement which is payable to become a Distributor and includes the cost of the Business Kit; Currently £0

“Sales Period” or “Period” means each period (normally four weeks) designated as such by Tiffany Coachworks Europe from time to time and allocated to your Distributorship;

“Sales Plan” means the system of rewards payable to Distributors set out in the Business Manual, as varied by Tiffany Coachworks Europe from time to time;

“Upline” means, in relation to a Distributor, any Distributor(s) who introduced him, either directly or through one or more intermediate Distributors; and “You” and related expressions means the applicant(s) named on any front sheet of this Agreement.

1.2 Words indicating the singular include the plural and vice versa and words indicating the masculine include the feminine and neuter and vice versa.

1.3 These Terms and Conditions will prevail in the event of any inconsistency with the terms of the Business Manual.

2 TERMS OF THIS AGREEMENT AND REGISTRATION

2.1 This Agreement will come into force when Tiffany Coachworks Europe notifies you in writing that you have been registered or re-registered as a Distributor.

2.2 Tiffany Coachworks Europe reserves the right to reject applications to become a Distributor. Tiffany Coachworks Europe will inform you in writing if your application is rejected and you must then return the Business Kit to Tiffany Coachworks Europe and Tiffany Coachworks Europe will reimburse any Registration Fee to you.

2.3 Subject to clause 2.4 below and the early termination provisions in Clause

12 below, this Agreement will terminate automatically at the end of sales period 13 (which normally falls between December 25th and January 5th) of each year in which Tiffany Coachworks Europe registers or re-registers you as a Distributor.

2.4 If Tiffany Coachworks Europe registers or re-registers you as a Distributor during December of any year, this Agreement will (subject to the early termination provisions in Clause 12 below) terminate at the end of the sales period 13 of the following year after you are registered or re-registered

2.5 You may apply to re-register as a Distributor at the end of each year in accordance with the re-registration rules in the Business Manual and subject to the terms of Tiffany Coachworks Europe’s standard Distributorship Agreement then in force.

2.6 Tiffany Coachworks Europe reserves the right to reject applications for re-registration. Tiffany Coachworks Europe will notify you in writing of any such rejection but is not obliged to give any reason.

2.7 When you apply to re-register as a Distributor, you must pay any re-registration fee,(currently £0) as notified by Tiffany Coachworks Europe at the end of each year. This fee will be waived for your first application to re-register.

3 DISTRIBUTOR STATUS

3.1 As an independent Distributor, you will run your own business and buy and resell Products on your own account.

3.2 You are not and you must not claim to be an agent, partner or employee of Tiffany Coachworks Europe or in a joint venture with Tiffany Coachworks Europe. You have no authority to negotiate or conclude contracts on Tiffany Coachworks Europe’s behalf or otherwise to bind Tiffany Coachworks Europe and you shall not hold yourself out as having such authority. You must not make promises or give commitments or guarantees as to the supply or performance of any Product, except as expressly stated in Tiffany coachworks Europe’s literature.

3.3 Your only financial obligation under this Agreement is to pay any Registration Fee (currently £0)or the re-registration fee(currently £0) as appropriate If you do not order any Products during one Sales Period, you will cease to be an Active Distributor and cease to be eligible for payments from Tiffany Coachworks Europe.

You may return to active status by placing a chargeable order for Products. If you do not place a chargeable order for Products within the next sales period after you become inactive, this Agreement will terminate automatically.

3.4 Distributorships can be registered in the name of a single individual or in the names of no more than two individuals. A company cannot become a Distributor. Only one Distributorship may be registered at any address. No individual may be party to more than one Distributorship Agreement.

3.5 Your spouse or partner may not be registered as a Distributor other than as a joint Distributor with you.

3.6 The parties to this Agreement can only be changed in accordance with the Transfer Rights of Tiffany Coachworks Europe Distributors set out from time to time in the Business Manual.

4 RETAILING

4.1 You may begin retailing Products as soon as your Distributorship Agreement has been sent online to Tiffany Coachworks Europe.

4.2 You must retail the Products in Accordance with any Retailing Section of the Business Manual. You may only sell the Products in the United Kingdom

4.3 Only registered Distributors may offer Products for sale. You must not permit any person other than your joint Distributor to distribute or collect Tiffany Coachworks Europe catalogues or Products or collect orders or payments for Products.

4.4 You must order and pay for Products in accordance with the Business Manual. Tiffany Coachworks Europe reserves the right to reject any order for Products from you.

4.5 You must not take any payment from customers other than for the Products to be delivered to them and all payments taken are the property of Tiffany Coachworks Europe and must be submitted to them as per the business manual .

4.6 You must not add anything to, remove anything from, alter or otherwise interfere in any way with the Products or their packaging unless instructed to do so by Tiffany Coachworks Europe.

4.7 Tiffany Coachworks Europe guarantees its Products solely on the terms of its literature.

4.8 You must not advertise, sell or offer Products for sale in any retail premises without written permission from Tiffany Coachworks Europe.

4.9 The delivery day shown for your Distributorship is not guaranteed and Tiffany Coachworks Europe is not liable for any loss if delivery is delayed for any reason.

4.10 The passing of orders between Distributors is prohibited.

5 Introducing

5.1 Only registered Distributors may introduce individuals to be Distributors. You may only introduce individuals living in the United Kingdom to be Distributors.

5.2 You must ensure that any applicant to be a Distributor signs and receives a copy of this Agreement before you supply any Business Kit or any Products to the applicant or accept any payment or promise of payment from the applicant.

5.3 You must not make promises to applicants about the Tiffany Coachworks Europe programme, other than as set out in Tiffany Coachworks Europe’s literature

5.4 You must submit applicants Distributorship Agreements to Tiffany Coachworks Europe within forty-eight hours of agreement by the applicant. Tiffany Coachworks Europe reserves the right to refuse to register applicants introduced by you.

5.5 You must assist your Downline with training, support and motivation. You must also assist Tiffany Coachworks Europe in connection with any disciplinary actions relating to your Downline, including but not limited to providing documentation and any other information which Tiffany Coachworks Europe may request.

6 PAYMENTS TO DISTRIBUTORS

6.1 The rewards payable by Tiffany Coachworks Europe to Distributors are set out in the Sales Plan.

6.2 Only Active Distributors who are not in breach of their Distributorship Agreement are eligible for payments and rewards from Tiffany Coachworks Europe.

6.3 You are only entitled to payments from Tiffany Coachworks Europe in respect of sales made by you or by your Downline Distributors as set out in the Sales Plan.

6.4 You are not entitled to payments in respect of sales concluded after termination of this Agreement.

6.5 Subject to your right to return Products and recover monies on termination as set out in Clause 13 below, any unpaid amounts for Products purchased by you will become due immediately on termination of this Agreement.

6.6 If you fail to pay any amount to Tiffany Coachworks Europe on the due date, Tiffany Coachworks Europe may deduct that amount from any money due from Tiffany Coachworks Europe to you.

6.7 Tiffany Coachworks Europe reserves the right to recover payments which arise as a result of the actions of Downline Distributors who are terminated as a result of bad debts where this is caused by the failure of the Upline to show appropriate care.

7 ADVERTISING

7.1 You may not use the Tiffany Coachworks Europe name or logo or any of its trademarks, product or trade names or designs other than as authorised by Tiffany Coachworks Europe from time to time or as specified in the Business Manual.

7.2 Any advertising by Distributors must comply with the requirements of the Tiffany Coachworks Europe Advertising Code set out in the Business Manual.

7.3 If Tiffany Coachworks Europe so requires you shall promptly remove any advertising material that Tiffany Coachworks Europe specifies, including material on the Internet or other electronic media, regardless of whether such material has previously been approved by Tiffany Coachworks Europe.

7.4 If Tiffany Coachworks Europe allows you to share your views at Tiffany Coachworks Europe conferences or meetings or in Tiffany Coachworks Europe tape or video recordings or contribute written material to promote the Tiffany Coachworks Europe programme you:-

(a) will participate without fee for your services or entitlement to royalties in respect of sales of the recordings;

(b) will ensure that your spoken or written contributions are truthful and not misleading and do not infringe the rights of any third party;

(c) hereby assign to Tiffany Coachworks Europe with full title guarantee the copyright and all similar rights in your contributions including all amendments to the same; and

(d) irrevocably waive any right to be identified as the author of your contributions or to object to derogatory treatment of them.

8 RESTRICTIONS

8.1 You must not whilst you are a Distributor (and in the case of Clause 8.1(e) below at any time thereafter):

(a) use the Tiffany Coachworks Europe name or your Tiffany Coachworks Europe business as a means to promote or offer for sample or sale goods or services other than Tiffany Coachworks Europe Products; or

(b) do or permit anything which is likely to bring Tiffany Coachworks Europe or its Products or Distributors into disrepute; or

(c) solicit or invite any Distributor to participate in any other network

marketing, multi-level marketing, direct selling programme or similar arrangements; or

(d) use any web site ( approved or otherwise) to promote or as a link to any other network marketing, multi-level marketing, direct selling programme or similar arrangements; or

(e) divulge or misuse any information obtained from Tiffany Coachworks Europe or other Distributors (in whatever form and whether or not the information is marked or stated to be confidential) including but not limited to information regarding the identity of your Downline or other Distributors or prospective Distributors, except where such information has become public knowledge other than through your default.

8.2 In addition you must not at any time whilst you are a Distributor participate or be involved in any way as principal, agent, Distributor, partner, employee or otherwise in any network marketing, multi-level marketing, direct selling programme or similar arrangement other than the Tiffany Coachworks Europe programme and any other programme offered by any company which is a holding company or subsidiary, or subsidiary undertaking (as those terms are defined in the Companies Act 1985, as amended) of Tiffany Coachworks Europe from time to time.

8.3 You shall take appropriate technical and organisational measures against unauthorised or unlawful processing of, accidental loss and destruction of or damage to, all data you receive from Tiffany Coachworks Europe, your customers or third parties in connection with your Distributorship concerning individuals and Tiffany Coachworks Europe shall take appropriate measures in relation to data concerning individuals that it receives from you.

9 INDEMNITY

9.1 You will indemnify Tiffany Coachworks Europe upon demand and keep it indemnified against any loss, liability, damages, claims, costs and expenses arising from:-

(a) any breach of this Distributorship Agreement or other unauthorised act or omission by you or by any person engaged by you (in breach of this Agreement) in connection with your Distributorship; and

(b) any demand from the Revenue Commissioners or other competent authorities in connection with your Tiffany Coachworks Europe business.

10 SANCTIONS

10.1 Tiffany Coachworks Europe may by giving you written notice impose sanctions on you if Tiffany Coachworks Europe reasonably believes that you have breached this Agreement.

10.2 Sanctions may include without limitation the withholding of payments due to you, refusal by Tiffany Coachworks Europe to accept orders or supply Products to you or register applicants sponsored by you and the suspension of your Distributorship.

11 VARIATIONS

11.1 You acknowledge that the Tiffany Coachworks Europe programme is constantly evolving and that Tiffany Coachworks Europe may for commercial reasons vary its Products, Product prices and the terms of this Distributorship Agreement from time to time, including without limitation the Business Manual and the Sales Plan.

11.2 Tiffany Coachworks Europe will give you not less than seven days written notice of such variations, unless they relate to your financial obligations, in which case Tiffany Coachworks Europe will give you not less than thirty days written notice.

12 EARLY TERMINATION

12.1 This Agreement will terminate automatically if:

(a) you remain inactive (as described in the Business Manual) for more than one consecutive Sales Period; or

(b) you die or your joint Distributor (if any) dies or terminates this Agreement (subject to the Transfer Rights of Tiffany Coachworks Europe Distributors set out in the Business Manual).

12.2 You may terminate this Agreement immediately at any time without penalty by giving fourteen days written notice of termination to Tiffany Coachworks Europe at Tiffany Coachworks Europe’s address stated in Clause 1 above.

12.3 Tiffany Coachworks Europe may terminate this Agreement immediately at any time by giving you written notice if:

(a) you commit any material or persistent breach of this Agreement; or

(b) you breach any term of this Agreement and (if Tiffany Coachworks Europe reasonably believes that the breach is capable of remedy) you fail to remedy the breach within seven days after the date of a written request from Tiffany Coachworks Europe to do so; or

(c) you become bankrupt or you make any composition with your creditors or are subject to any similar event of insolvency in any competent jurisdiction; or

(d) you supply false information when you apply to register or re-register as a Distributor.

13 CONSEQUENCES OF TERMINATION

13.1 On termination of this Agreement you will be released from all future contractual obligations under it.

13.2 If you give notice to terminate within fourteen days of entering into this Agreement, Tiffany Coachworks Europe will reimburse any Registration Fee or any re-registration fee (as appropriate) and the price paid by you for any Products which you have not sold, provided you return the Business Kit and Products to Tiffany Coachworks Europe’s address stated in Clause 1 above and the Products are returned in the same condition they were in when you bought them.

13.3 If you give notice to terminate this Agreement more than fourteen days after entering into it or if Tiffany Coachworks Europe terminates this Agreement at any time, Tiffany Coachworks Europe will, at your request, buy back any Products which you have bought from Tiffany Coachworks Europe during the sales period before the date of termination and which you have not sold, subject to the following terms:

(a) Tiffany Coachworks Europe will pay you for the returned Products at the price you paid for them (including VAT)

(b) Tiffany Coachworks Europe may deduct from the price paid to you an amount equal to any reduction in the value of the Products if their condition has deteriorated due to your default;

(c) Where this Agreement is terminated by you, Tiffany Coachworks Europe may deduct from the price reimbursed to you a reasonable handling charge of 10% of the retail value of the Products returned;

(d) Tiffany Coachworks Europe will pay you for the Products when they are delivered to Tiffany Coachworks Europe or immediately if Tiffany Coachworks Europe already holds them; and (e) You must return the Products within twenty-one days of the date of termination to Tiffany Coachworks Europe’s address stated in Clause 1 above or to any other address notified to you by Tiffany Coachworks Europe.

13.4 Nothing in this Agreement entitles you to any damages, compensation or indemnity following termination or non-renewal of this Agreement in accordance with its terms.

13.5 Termination of this Agreement shall not affect any rights or liabilities of either party which have arisen on or before the date of termination nor any terms of this Agreement which are expressed or intended to remain in force after termination.

14 COMPLIANCE

14.1 You must comply with all laws and regulations relating to your business with Tiffany Coachworks Europe and in particular must make appropriate returns and notifications and where applicable pay all income tax, Paye contributions and Value Added Tax directly to the appropriate authorities.

14.2 At your request, Tiffany Coachworks Europe will supply you with any relevant information held by it relating to your business as may be demanded by the Inland Revenue or other authorities.

15 GENERAL

15.1 Your Distributorship is personal to you and you may not assign, transfer, sub-contract, delegate or otherwise deal with your rights or obligations under this Agreement other than in accordance with the Transfer Rights of Tiffany Coachworks Europe Distributors set out in any Business Manual.

15.2 In a joint Distributorship each individual is jointly and severally liable for all the Distributor’s obligations under this Agreement and Tiffany Coachworks Europe may enforce those obligations against either or both individuals and release or settle with either individual without affecting the liability of the other individual.

15.3 Each individual in a joint Distributorship hereby authorises the other to communicate with Tiffany Coachworks Europe and place orders on behalf of both. Communications sent by Tiffany Coachworks Europe to either joint Distributor shall be binding on both joint Distributors. If Tiffany Coachworks Europe becomes aware of any dispute between joint Distributors, it may withhold payments to either individual until it receives written instructions to resume payments signed by both individuals.

15.4 Any notice to be given by either party under this Agreement must be in writing and must be sent by first class post. Notices sent by post will be deemed given four working days after posting unless the letter is returned undelivered. Notices delivered personally will be deemed given on receipt.

15.5 If any term of this Agreement is found to be invalid or unenforceable, that will not affect the other terms of this Agreement, which will remain in full force and effect

15.6 Nothing in this Agreement shall confer on any third party any benefit or the right to enforce any term of this Agreement.

15.7 No acceptance of payment or failure or delay by Tiffany Coachworks Europe in exercising its rights or enforcing your obligations under this Agreement will operate as a waiver unless confirmed in writing by Tiffany Coachworks Europe. No waiver of any right or obligation by Tiffany Coachworks Europe will prevent Tiffany Coachworks Europe from enforcing that right or obligation on subsequent occasions or from enforcing separate rights and obligations.

15.8 This Agreement consisting of these Terms and Conditions, any front sheet and any Business Manual constitutes the entire agreement between the parties and supersedes any previous written or oral agreement or understanding between them. You confirm that you have not relied on any representation or undertakings except those expressly contained in this Agreement, save that this clause shall not limit any liability for fraud.

15.9 No variation of this Agreement will be binding unless made in writing and signed by an authorised representative of Tiffany Coachworks Europe.

15.10 This Agreement is governed by English law and each party submits to the exclusive jurisdiction of the courts of the United Kingdom.