TESSELLATE ADVOCATE AGREEMENT

Terms & Conditions
1. The Tessellate Advocate who has signed this Agreement (the “Advocate” or “you”) understands that as an Advocate for [Tessellate Limited] (“Tessellate,” “the Company,” “we” or “us”), the Advocate:

i. has the right to sell Tessellate products in accordance with this Agreement;
ii. has the right to introduce other persons to Tessellate to act as Advocates;
iii. will personally support and train new Advocates that you introduce;
iv. will comply with all laws, ordinances, rules, codes and regulations, and shall make all reports and payments as may be required by any law, rule or regulation; and
v. will perform the Advocate’s obligations as an Advocate with honesty and integrity and will abide by the spirit as well as the letter of this Agreement.

2. The Advocate agrees that as an Tessellate Advocate, he or she is an independent distributor, and not an employee, agent, partner, legal representative or franchisee of Tessellate. In promoting and selling the Company’s products to third parties through whatever means the Advocate will act as a reseller of the Tessellate products, selling them solely on the Advocate’s own account. The Advocate shall be responsible for paying all expenses which they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. THE ADVOCATE UNDERSTANDS THAT THE ADVOCATE SHALL NOT BE TREATED AS AN EMPLOYEE OF TESSELLATE FOR LEGAL OR TAX PURPOSES. The Advocate may not create or incur any liability and/or obligation of any kind in the name of “Tessellate” and Tessellate shall not be liable for any debts or liabilities whatsoever or howsoever incurred by the Advocate, whether or not such liabilities are incurred during the term of this Agreement.

3. The Advocate has carefully read, printed and agrees to comply with the Tessellate Policies & Procedures, the Tessellate Compensation Plan, the Tessellate Code of Ethics, Tessellate’s Data Protection Policy and the Tessellate Website and Order Terms & Conditions, each of which separate documents are by this reference hereby expressly incorporated into this Agreement in their present form and which together with these Terms & Conditions (as amended by Tessellate from time to time) constitute the entire agreement between Tessellate and the Advocate and supersede any previous agreements, representations or undertakings. Any promises, representations, offers or other communications not expressly set forth in this Agreement are of no force or effect. The Advocate understands that they must be in good standing, and not in violation of any of the terms of the Agreement, to be eligible to receive remuneration from Tessellate. Tessellate has the right to request information about the development of the Advocate’s business and downline team to ensure compliance with the terms of the Agreement. The Advocate shall sell and promote Tessellate’s goods and business opportunity strictly in accordance with the Agreement.

4. Tessellate may amend this Advocate Agreement, and of the other documents referenced above and incorporated herein, at its sole discretion. Amendments shall be effective 30 days after notice of the amendment is published in commercially reasonable fashion, which includes, but is not limited to, posting online to the Advocate through the Advocate’s
personalised Tessellate website, provided that Tessellate shall give the Advocate at least 60 days advance written notice of any change in the annual financial obligation of the Advocate.

5. No purchase or investment is necessary to become an Advocate other than £[XX] for the [Starter Pack]. The Advocate may not pay or undertake to pay any sums exceeding £200 (including VAT) to the Company or any of its other Consultants within 7 days of signing this Agreement.

6. This Agreement expires annually on the anniversary of this Agreement. This Agreement shall automatically renew, subject to Tessellate ’s right to reject a renewal, upon receipt of payment of the annual renewal fee of £50 (including VAT) to cover costs associated with regular updates, newsletters, etc. for the following year. If the Advocate has a credit card on file with Tessellate, Tessellate will automatically charge this credit card for the renewal fee on the second day of the month that is 12 months from the date of the initial application. If the Advocate does not wish to have his or her credit card automatically charged for the renewal fee, he or she may unsubscribe through the Advocate’s personalised Tessellate website or by contacting Tessellate’s customer service before the second day of the month in which the renewal fee will be charged. If the Advocate does not agree to the renewal, the Advocate shall cancel the Advocate’s Agreement by notice in writing. Upon each annual renewal of this Agreement the Advocate shall renew upon the then current terms of the Advocate Agreement.

7. The term of this Agreement is one year. If the Advocate fails to annually renew the Agreement, or if the Agreement is cancelled or terminated for any reason, the Advocate will permanently lose all rights as an Tessellate Advocate. In the event of termination, the Advocate shall not be eligible to sell Tessellate products and services, nor shall the Advocate be eligible to receive remuneration resulting from the activities of the Advocate’s former downline sales team organisation. In the event of cancellation, suspension, termination or non-renewal, the Advocate agrees to waive all rights, including but not limited to property rights, to the Advocate’s former downline organisation and to any bonuses, commissions or other remuneration derived through the sales and other activities of the Advocate’s former downline organisation except for any bonuses, commissions or remuneration already paid to the Advocate unless (a) the commission was paid in respect of goods returned to Tessellate, (b) Tessellate has refunded all monies due to the Advocate under the Agreement in respect of goods returned by the Advocate to Tessellate, and (c) the commission is claimed by Tessellate within 120 days of it having been paid, in which case the Advocate shall repay such commission to the Company forthwith on demand or the Tessellate may set-off the amount of such commission against any other amounts due from it to the Advocate.

8. The Advocate may not assign or otherwise transfer any rights under this Agreement to any third party without the prior written consent of Tessellate.

9. The Advocate understands that if the Advocate fails to comply with the terms of the Agreement, Tessellate may, at its discretion, impose upon the Advocate sanctions as set forth in the Policies & Procedures. If the Advocate is in breach, default or violation of this Agreement at termination, the Advocate shall not be entitled to receive any further bonuses or
commissions, whether or not the sales for such bonuses or commissions have been completed.

10. Tessellate, its directors, officers, shareholders, employees, assigns and agents (collectively referred to as “affiliates”), shall not be liable for, and the Advocate waives all claims to, indirect or consequential losses or damages against Tessellate and its affiliates. The Advocate further agrees to release Tessellate and its affiliates from all liability arising from or relating to the promotion or operation of the Advocates Tessellate business and any activities related to the promotion, advertising or presentation of Tessellate products; the Compensation Plan; the operation of a motor vehicle; the lease of meeting or training facilities; breaches of any intellectual property rights owned either by Tessellate or any third parties; breaches of the DSA Codes; breaches of laws and regulations; or the making of any medicinal claims.

11. The Advocate agrees to indemnify Tessellate and/or its affiliates against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Tessellate and/or its affiliates arising out of or in connection with:
a. a breach of the terms of the Agreement;
b. the enforcement of this Agreement; and
c. any claim made against Tessellate and/or its affiliates by a third party arising out of or in connection with the supply of the Tessellates products, to the extent that such claim arises out of the breach, negligent performance of this Agreement by its employees, agents or subcontractors.

12. Any waiver by Tessellate of any breach of this Agreement must be in writing and signed by an authorised officer of Tessellate. No failure or delay by Tessellate to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or partprovision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

14. This Agreement is governed by and shall be construed in accordance with the laws of England and Wales and the parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in respect of any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation. All disputes and claims arising out of or in connection with this Agreement, the rights and obligations of the Advocate, or any other claims or causes of action relating to the performance of either the Advocate or Tessellate under the Agreement shall be settled as specified in Tessellate ’s Dispute Resolution Policy as specified in Tessellate ’s Policies & Procedures.

15. The Advocate authorises Tessellate to use the Advocate’s name, photograph, personal story and/or likeness in advertising or promotional materials and waives (a) all claims for remuneration for such use and (b) all moral rights under the Copyright, Designs and Patents Act 1988.

16. The Advocate may cancel this Agreement without penalty within 14 days of entering into this Agreement by giving written notice of cancellation to Tessellate at its address set out overleaf and:
a. the Advocate may require Tessellate to repay the Advocate within 14 days any monies which the Advocate has paid to or for the benefit of Tessellate or any of its other Advocates in connection with the Advocate’s participation in this trading scheme or paid to any other Advocate in accordance with the provisions of this trading scheme; and
b. the Advocate may return to Tessellate’s address set out overleaf any goods that the Advocate has purchased under the trading scheme within 21 days of the date of cancellation and which remain unsold, provided that such unsold goods remain in the condition in which they were in at the time of purchase, whether or not their external wrappings have been broken, and may recover any monies paid in respect of such goods; and
c. the Advocate may cancel any services which the Advocate has ordered under the trading scheme within such 14 day period and may recover any monies paid in respect of such services, provided that such services have not yet been supplied to the Advocate.

17. In order to recover any monies paid in accordance with sub-clauses (a) or (b) above, the Advocate must give notice to Tessellate requesting the repayment of such monies (and if applicable, returning the Starter Kit and any other promotional or training materials purchased by him or her) to Tessellate ’s address set out overleaf within 21 days of the date of cancellation and Tessellate shall repay such monies as the Advocate may be legally entitled to recover within 21 days of the date of cancellation.

18. In order to recover monies paid for goods under sub-clause (b) above, the Advocate must deliver the goods to Tessellate within 21 days of the date of cancellation to the address set out overleaf. The Advocate shall bear the cost of such delivery. The monies paid in respect of those goods is payable to the Advocate on delivery of the goods, or forthwith if the goods have not yet been delivered to the Advocate.

19. The Advocate may terminate this Agreement at any time without penalty by giving 30 days’ written notice of termination to Tessellate at its address set out overleaf. If the Advocate gives notice to terminate this Agreement more than 14 days after the Advocate entered into the Agreement, the Advocate may return to Tessellate any goods (including training and
promotional materials, business manuals and kits) which the Advocate has purchased under the scheme within 90 days of such termination and which remain unsold and Tessellate will pay the Advocate the price (inclusive of VAT) which the Advocate paid for the goods less, where the condition of any such goods has deteriorated due to an act or default on the part of the Consultant, an amount equal to the diminution in their value resulting from such deterioration and a reasonable handling charge (which may include the cost of repackaging returned goods for resale).

20. Tessellate may terminate this Agreement at any time by giving 7 days’ written notice to the Advocate. If Tessellate terminates this Agreement, the Advocate may return to Tessellate any goods which the Advocate has purchased under the scheme within 90 days of such termination and which remain unsold for a full refund of the price (inclusive of VAT) that the Advocate has paid for them together with any costs incurred by the Advocate for returning the goods to Tessellate.

21. In the event that either party terminates this Agreement, the Advocate may return to Tessellate any goods (including training and promotional materials, business manuals and kits) which the Advocate has purchased under the scheme more than 90 days but within one year of such termination and which remain unsold for 80% of the price (inclusive of VAT) that the Advocate has paid for them, less an amount equal to:
a. any commissions, bonuses or other benefits (in cash or in kind) received by the Advocate in respect of those goods;
b. any amount due from the Advocate to Tessellate on any account; and
c. a reasonable handling charge (which may include the cost of repackaging returned goods for resale), and provided that:
i. such goods have not been purchased or acquired by the Advocate in breach of this Agreement;
ii. the Advocate returns such goods it Tessellate in an unused, commercially resaleable condition not more than 14 days after the date of termination; and
iii. Tessellate did not clearly inform the Advocate prior to the purchase that the goods were seasonal, discontinued or special promotion products which were not to be subject to the buy-back provisions of this subclause.

22. In the event of the termination of this Agreement under clauses 19, 20 and 21 above, in order to recover monies paid for goods, the Advocate must deliver the goods to Tessellate within 21 

days of such termination to Tessellate ’s address set out overleaf. Tessellate will bear the cost of such delivery. The purchase price is payable to the Advocate on delivery of the goods, or forthwith if the goods are already held by Tessellate.

23. If this Agreement is terminated for any reason, the Advocate will have the right to be released from all future contractual liabilities towards Tessellate in relation to this trading scheme, except:
a. liabilities relating to payments made to the Advocate under contracts which the Advocate has made as agent for the Company (if any); and
b. any liability to pay the price of goods or services already supplied to the Advocate by Tessellate where the Advocate has not returned such goods to Tessellate in accordance with the above clauses; and
c. the provisions of the Policies & Procedures which relate to competition with the business of Tessellate after termination of this Agreement, the Consultant’s indemnification obligations, dispute resolution and any other provision of the Terms & Conditions or Policies & Procedures that expressly states it shall survive the termination of the Agreement, each of which shall remain in force after the date of termination.

24. Any notice given under this Agreement, which is given by first class post to the address of the parties set out overleaf, or to such other address as shall have been notified from time to time in writing by one party to the other, shall result in the period of notice commencing to run from the day when such notice is posted.

25. Tessellate will at any time during the term of this Agreement, at the written request of the Advocate, re-purchase any product that was purchased by the Advocate from Tessellate in accordance with the scheme at any time within one year of the date of such request and that is returned by the Advocate to Tessellate, such re-purchase to be subject to and upon the terms of sub-clauses 21 and 22 (and for which purpose the date of the written request under this Clause shall be treated as the date of termination referred to in sub-clause 21).

26. The Advocate is personally liable for any taxes or duties required by law, including income tax, national insurance contributions and the proper collection and payment of VAT on sales and commissions and where relevant car insurance. The Advocate will keep all such proper records as are necessary to ensure the proper assessment and payment of any such taxes or duties. The Advocate agrees that VAT invoices may be provided to the Advocate by Tessellate in electronic format.

27. Any payments due to the Advocate from Tessellate are calculated and paid in accordance with the Tessellate Compensation Plan. The Advocate acknowledges that commissions are paid only on sales. No commissions or other payments are paid, and no benefits are received from sponsoring other distributors or in respect of the continued participation of any other distributors in the trading scheme and no earnings are guaranteed from mere participation in the Tessellate Compensation Plan. The Advocate confirms that neither Tessellate, nor any upline sponsor has made any claims of guaranteed profits or representations of anticipated profits that might result from their efforts as an Advocate. The Advocate acknowledges that success as a distributor comes from retail sales, services and development of an independent network.

28. Tessellate shall provide the Advocate with an adequate record of all goods or services supplied by Tessellate to the Advocate in respect of which payment is due from the Advocate, which record may take the form of an itemised order form, invoice or receipt, and shall provide full and accurate financial details of all transactions and how any deductions are calculated. The Advocate agrees to give any purchaser of the products a properly completed sales receipt in the form approved by the Company. The Advocate’s only financial obligations during the first twelve (12) months after the making of this Agreement are to pay for the Starter Kit and to pay for such products as the Advocate shall choose to purchase from the Company. An annual renewal fee (VAT inclusive) as set out above is required to renew the Agreement after each 12-month period. To receive override and bonus payments and to participate in the Compensation Plan, the Advocate must conform to the terms of the Compensation Plan.

29. Advocate understands that Tessellate will process the Advocate’s personal information in accordance with Tessellate’s Data Protection Policy, EU Required Data Protection Provision, EU Data Protection Clauses, and the Consents as set forth above. The Advocate agrees that the Company may provide your details to an alternative Advocate and the uplines should your current Advocate cease to be an Tessellate Advocate. The Advocate has the right to ask for a copy of the information Tessellate holds on him or her which is subject to the General Data Protection Regulation (GDPR); (for which Tessellate may make a small charge) and to correct any inaccuracies in your information.

30. The Advocate shall abide by all applicable laws and regulations relating to this Agreement and the promotion and sale of the products (which shall include the Direct Selling Association’s Code of Business Conduct and Consumer Code of Practice) and will, at its own expense, obtain any consents or licences required in connection with the conduct of such business.

31. In the event of any conflict or inconsistency between: (a) these Terms & Conditions; (b) the Policies & Procedures; or (c) the Tessellate Compensation Plan, these Terms & Conditions shall prevail.

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