PROFESSIONAL PARTNER CONTRACT

Yanoli

 

Between the undersigned:

Yanoli, Simplified joint stock company with a capital of €5,000, located at 253 rue Saint-Honoré, 75001 Paris (yanoli@yanoli.com), registered in the Paris Trade and Companies Register under number 920 944 055, represented by its President in office,

 

hereinafter referred to as Yanoli, on the one hand, and

Mr or Ms or Mx:

Born on:

 

Place of Birth :

Social security number:

Nationality:

Residing at:

 

all additional personal information is mentioned on the information sheet filled in by the Partner, who also attaches proof of his personal information. It is specified that by communicating his mobile number and email address, the Partner agrees to receive text messages and emails from Yanoli, which are necessary for the execution of this contract. The right to oppose the communication of his personal information by the Partner is detailed in article 13 of this contract.

 

hereinafter referred to as the Partner,

on the other hand,

it has been agreed as follows,

Article 1 – Purpose of the contract

A. Common interest mandate

Yanoli entrusts the Partner, who accepts it, with the non-exclusive mandate to represent it in order to collect orders in metropolitan France and in countries expressly opened by Yanoli, in the name and on behalf of the Company, of products from its range, without a specific territory, from a Consumer Clientele, at home or in other places, in compliance with the "off-premises" regulation, as defined by articles L. 221-1 et seq.

Yanoli intends to use its know-how in this marketing method and to structure its offer and turnover around this specific approach, which is the key to success.

The Partner is therefore not authorised to display Yanoli's products in places usually intended for commercialisation or on the Internet, except on the official website provided by Yanoli or with Yanoli's prior written consent (requested by email to yanoli@yanoli.com). None of these methods of marketing products offers sufficient guarantees in terms of the quality of information on the products offered by Yanoli and which it selects methodically.

For all these reasons and in compliance with the applicable law, if the Partner wishes to present products under conditions different from those set out above, he/she must inform Yanoli in advance in order to receive the specifications relating to the quality of the presentation of the products and Yanoli and the technical and commercial accuracy of the sales pitch, the conditions of which he/she must comply with; limitations, procedures and formalities to which the Partner commits himself/herself upon signing this contract.

In his capacity as an independent partner and within the framework of the preceding paragraphs of this article, the undersigned participates in the representation of Yanoli's products, establishes links with future distributors and develops and manages a group of partners on behalf of Yanoli. If he has not yet registered his business at the time of signing this contract, he undertakes to do so within one month, if so required by local laws.

Unless previously agreed in writing by Yanoli, the customer's order will be sent directly by the Company to the customer.

The Partner also undertakes to regularly contact the Customers who have placed an order with him, at least on the anniversary of their last purchase, in order to ascertain the Customers' needs and satisfaction, or to present them with any particular news.

B. Activity as an intermediary

In addition to its mandate activity, the Partner is also authorised to carry out an intermediary activity. In the context of its intermediary activity, the Partner, having advertised the products and, where applicable, services entrusted to it exclusively to private customers in metropolitan France and in countries expressly opened by Yanoli, in compliance with the "off-premises" legislation pursuant to Article L. 221-1 et seq. of the Consumer Code, does not register an order, but is nevertheless the trigger for a subsequent purchase action by the consumer via Yanoli's e-commerce network.

To this end, the Customer shall enter on the aforementioned website the information relating to the Partner, which will enable the Partner to be identified and to proceed, once the order has been paid for by the consumer, to the payment of the brokerage commission in accordance with the provisions of this contract and the remuneration plan.

C. Distributor enrolment activity

As a Network Coordinator, the Partner is also responsible for introducing new independent partners to Yanoli so that they can join Yanoli's distribution network.

As such, it is responsible for providing full and fair information to the candidates it has identified, in particular about the business, the status of the network's independent salespeople and their various tasks, as well as about Yanoli and its products.

Although Yanoli expressly informs the Partner that this activity is not accomplished without effort and that he/she will devote a substantial amount of time to it, in order to comply with the penal provisions of article L. 121-15 of the Consumer Code, the Partner may not claim to receive any remuneration.

Furthermore, only Yanoli is authorised to enter into contracts with the distributors in its network, regardless of their status.

D. Animation and training activity

As a network coordinator, the Partner is also responsible for informing, training and coordinating other independent Partners in Yanoli's network of independent distributors, who are members of the sales team that he or she has built up through his or her activity.

The Partner may claim remuneration for leading his/her team if the partner meets the qualification requirements of the Remuneration Plan attached.

The parties expressly acknowledge that, given the variety of activities and their modalities of execution provided for and described in this contract and the exercise of the activity which the partner declares to know otherwise, the partner does not fulfil the conditions for performing the activity of commercial agent.

The Partner is expressly reminded that he/she must in any case apply the legislation relating to "off-premises" sales or provision of services as soon as the regulations impose it.

Failure to apply these regulations or to distribute the products or services that the Partner has been mandated to distribute on behalf of Yanoli to another Customer will be considered a serious breach of this contract and will result in its termination without notice.

In particular, the Partner is prohibited from marketing Yanoli's products via websites not previously and expressly approved by Yanoli, in places that could damage Yanoli's image or using a sales pitch that has not been previously approved in writing by Yanoli.

Under no circumstances may the Partner sell on his/her own behalf to intermediaries or resellers who are not end users of Yanoli products.

Under no circumstances is the Partner authorised to negotiate the Company's prices or contracts with customers.

The Partner declares that he/she is of legal age and has no incompatibility of any kind whatsoever to carry out the activity as it is currently entrusted to him/her, and that he/she is not bound by any other contract or non-competition clause that would prevent or restrict his/her ability to execute the present contract.

Article 2 – Methods of carrying out the activity

General principles

The Partner carries out his activity in complete independence, freely managing the organisation of his work and determining his own level of activity and financial objectives.

Yanoli nevertheless provides assistance to the Partner, both at the start of and during the course of his/her activity, including training on legislation relating to home sales, professional ethics and the products or services offered by Yanoli; the periodic provision of technical and commercial information, possibly by means of brochures or guides, a standard product range plan, customer order forms, technical data sheets relating to the products and/or services distributed, invitations to meetings, samples, catalogues and collections.

The Partner and Yanoli exchange information on the state of the market, the needs of the Customer, the general situation, and any other information that may be useful in the exercise of the profession. To this end, meetings may be organised.

Acquisition of the Yanoli licence

At the start of its activity, the Partner must acquire a licence, the amount and composition of which are specified in the remuneration plan communicated to the Partner.

In any event, the Partner is informed that Yanoli does not make any profit on the amount of the licence.

Effective exercise of the activity

The Partner is reminded that his commercial status reflects a professional activity on his part. Without prejudice to the freedom to practice guaranteed by the other provisions of this contract, in this professional context and in order to respect its commercial status, and except in exceptional circumstances justified by the Partner, the interpretation and value of which are left to the discretion of Yanoli, It is considered by the parties throughout the performance of this contract that the Partner will have tacitly terminated this contract if he/she has not made any sales for twelve consecutive months, with the months of July and August being considered as a single month (for the sole purpose of the previous sentence). This 12-month period may be modified by updating the "remuneration plan".

Deliveries

Yanoli undertakes to fulfil customer orders involving the Partner at the current prices and conditions, subject to reasonable availability of stock, and subject to the absence of force majeure.

However, Yanoli reserves the right not to execute orders that are unethical, illegal, abnormal, present objective risks of non-payment or made in bad faith, or for any other similar legitimate reason.

 

Article 3 – Social status, charges and expenses

Yanoli will prepare and provide the Partner with a monthly statement of its commissions.

These documents shall serve as invoices for commissions. In this respect, the Partner expressly recognises the status of the billing mandate in this contract, which he grants to Yanoli.

The Partner shall be responsible for all charges, taxes and fees inherent to its activity.

If, during the course of the contract, the Partner no longer meets the conditions for carrying out the activity imposed by the characteristics of its status, he/she must immediately inform Yanoli.

The Partner must declare immediately to Yanoli any threshold crossing that would modify his/her tax situation, in particular with regard to VAT. If the Partner fails to do so, he/she is informed that he/she will be liable for tax charges, in particular VAT, which should normally have been partially managed by Yanoli.

In the event of failure to comply with these obligations, Yanoli reserves the right to withhold commissions from the Partner concerned until the situation is rectified.

If any of these obligations are not fulfilled within 6 (six) months of the threshold being exceeded, the Partner's distribution contract will be terminated at the Partner's sole risk, after a one-month notice period.

 

Article 4 – Legislation applicable to sales and professional ethics

The Partner canvasses, exhibits, demonstrates and sells Yanoli's products under the conditions mentioned in article 1.

In particular, he/she undertakes to provide each Customer with the pre-contractual information document and the order form informing him/her of the rights he/she has in application of the Consumer Code when they are imposed by the regulations.

In addition, although Yanoli is not a member of the Fédération de la Vente Directe, it voluntarily undertakes to comply with its Code of Ethics and Code of Conduct.

 

Article 5 – Co-option and facilitation services

Subject to the provisions of the "Remuneration Plan" and the "Start-up and Training Plan", and subject to having received the express prior approval of Yanoli, the Partner is entitled to introduce

or to enrol persons wishing to join Yanoli’s distribution network to distribute its products.

The Partner introduces candidates ("downlines") to the Company to sign a Partner contract with Yanoli, subject to approval by the Company. Subject to approval by Yanoli, the candidate's contract is concluded exclusively between the candidate and the Company.

The sponsor undertakes to inform his or her downlines fully and fairly, and to train and assist them throughout their activity.

Within the framework of his or her sponsorship activity, the sponsor may have access to bonuses provided for in the remuneration plan and based on the commercial activity of the sponsored Partner, provided that the sponsor fulfils the criteria set out and is an active independent partner.

The identity of the sponsor is determined upon signature of the contract. In the event of a change of sponsor, the request must be sent to the Company within 2 working days confirming the agreement of the 3 parties involved (Partner, former and new sponsor).

In the event that the sponsor does not meet the minimum activity criteria for product representation as set out in the remuneration plan (except in the case of unforeseen circumstances or force majeure, which must be duly justified to Yanoli) or if Yanoli has evidence that the sponsor is not fulfilling his or her responsibilities to support and train his or her downlines, Yanoli will be able to provide the sponsor with the necessary information and assistance, Yanoli will be able to reassign the sponsored downlines to another sponsor.

 

Article 6 – Compliance with commercial standards and the image of Yanoli

The oral presentation and description of the products marketed by Yanoli must comply in substance with the technical data sheets and/or descriptions made by Yanoli.

Under no circumstances may the Partner present Yanoli products, which are either food or wellness products or food supplements, as medicines or, more broadly, as substances or devices with curative properties for diseases.

Under no circumstances may the Partner present Yanoli products as having properties that are not recognised in Yanoli's written documentation.

If the Partner produces sales or presentation materials, it must submit them to Yanoli for prior approval. This obligation applies to all documents, but also to information communicated on the internet, including virtual social networks. The Partner is therefore prohibited from creating pages, spaces, discussions, profiles, etc., reproducing the name, logo, design, model, trademark, etc., of which Yanoli is the owner, without prior written authorisation from Yanoli.

In addition, the Partner may only use the name, logo, trademark, etc. of Yanoli for the duration of the contract and always with the words "independent partner".

The Partner does not acquire any ownership rights to the name, logo, trademark, etc. of Yanoli.

Subject to the above reservations, the Partner is free to set his own sales pitch.

 

Article 7 – Selling prices of products

Yanoli will provide the Partner with the price of the products to be distributed as an annex to this contract.

A new price list will be communicated to the Partner whenever a change occurs.

The new price list will be deemed to have been accepted by the Partner on the first order following receipt of this information, a condition which the Partner expressly accepts.

 

Article 8 – Partners' income

The Partner's commissions are paid in accordance with the "remuneration plan" communicated to the Partner prior to the signing of this agreement, supplemented, where applicable, by sales commissions based on the sales made by the Partners he has introduced to Yanoli or co-opted, and in relation to whom he performs the services defined in article 5.

The remuneration plan, as well as the product rates, may be modified to take into account market developments.

New plans and rates will be communicated to the Partner at each change.

The new plans and rates will be deemed accepted by the Partner upon the first order following receipt of this information; a method of acceptance which the Partner expressly accepts.

 

Article 9 – Non-competition and unfair practices

During the performance of this agreement and after its termination, the Partner is prohibited, for any reason whatsoever, from disclosing to third parties or using for his personal benefit any information entrusted to him by Yanoli for a period of five years.

More generally, the Partner is also prohibited from taking any action of an unfair nature against Yanoli or another company, such as misappropriating the distributors of Yanoli or another company.

In particular, during the term of the contract, the Partner shall not personally or through an intermediary solicit, recruit or cause to be recruited, either as an employee or as a self-employed person, for his or her own benefit or for the benefit of third parties, any person who has a contractual or commercial relationship with Yanoli, whether as an employee or as a self-employed person. This clause shall remain in force for a period of one year from the effective termination of the contract.

The Partner will refer exclusively to Yanoli, will refrain from any act of unfair competition against Yanoli and its other Partners, and will seek the advice of Yanoli whenever he/she has a question about the fairness of any of its practices.

The Partner will not, at any time, encourage Yanoli's network partners to interrupt or suspend all or part of their business with Yanoli.

The Partner may not present or represent any other product or service that is not one of Yanoli's when representing Yanoli's products.

The Partner may not, in any way whatsoever, take advantage of his or her business activity with Yanoli for the purpose of creating or developing a business other than that provided for in this agreement, or the sale of products or services other than those provided for in this agreement.

 

Article 10 – Professional insurance

Before commencing work, the Partner must take out insurance cover with an insurance company to cover any damage he/she may cause to himself/herself or third parties in the course of his/her professional activity and in particular during business trips.

At the first request of Yanoli, the Partner shall provide proof of insurance cover to the Company.

 

Article 11 – Duration of the contract

The contract is concluded for an indefinite period from the date of its acceptance by Yanoli.

In addition to the case of termination for misconduct referred to below, either party may terminate the agreement in writing by notifying the other party by registered letter with acknowledgement of receipt, giving two months' notice in the first year, three months' notice in the second year and four months' notice thereafter, starting from receipt (or, failing this, the first presentation) of the written notice by the other party.

Except in the case of a specific notice period mentioned in a clause, termination may also occur without notice and by operation of law, in the event of non-compliance by one of the parties with its contractual obligations under Articles 1, 2, 3, 4, 6, 9, 10, 12 and 13 of this contract, as from receipt (or, failing this, the first presentation) by the party at fault of a letter, registered with acknowledgement of receipt, of termination.

It is expressly agreed between the parties that in view of the co-ownership of the clientele, no compensation is due to the Partner on the occasion of the termination of the present contract.

 

Article 12 – Transmission of the distribution contract

Due to the personal nature of this contract, any assignment or transfer to a third party requested by the Partner must be approved by Yanoli.

The Partner must notify the transfer request by registered letter with acknowledgement of receipt, providing all relevant professional information on the prospective successor, including information on his/her solvency, as well as a declaration by the prospective successor that he/she has been made aware of the present agreement and that he/she agrees to abide by it without reservation. Upon receipt of the notification, the Company shall have a period of 1 month to notify the Partner of its acceptance or refusal to accept the transfer.

If Yanoli does not authorise the transfer of the contract by the Partner, Yanoli may terminate this contract without the Partner being entitled to any compensation.

 

Article 13 – Personal data and data protection regulations

Yanoli processes the personal data of its network of Partners, its prospects and consumers, wherever they are based. By signing this contract, the Partner accepts that his or her personal data be included in the databases of Yanoli and its network. The purpose of processing the personal data thus collected is to ensure the proper management of orders and the network, the payment of remuneration due and the management of disputes. All information requested from the Partner is mandatory.

The Partner may object to the collection of his/her personal data but, if he/she does not reply, he/she will not be able to join the Yanoli distribution network. Personal data will not be transferred to any territory other than the European Economic Area, the United Kingdom or Switzerland.

The Partner has the right to access, modify, portability and, subject to the legal provisions applicable to the matter, to limit the processing, oppose and delete his/her personal data by sending a written request, accompanied by a copy of both sides of his/her legible and valid identity document; the person responsible for processing is the head of the Network Department of Yanoli, at the headquarters of Yanoli.

The Partner also has the right to lodge a complaint, if he or she believes that his or her personal data protection rights have not been respected by Yanoli, with the French National Commission for Information Technology and Civil Liberties for example.

With the Partner's permission, this personal data may be re-used for commercial purposes, but will not be rented or given to a third party or parties.

If, after having given his/her consent, the Partner no longer wishes his/her personal data to be used for commercial purposes, he/she must inform the Network Management of Yanoli at the Company's head office or send an email to yanoli@yanoli.com.

However, the Partner is informed that, in order for Yanoli to comply with its legal obligations, his/her personal data may be transferred to the relevant authorities.

The Partner may exercise the same rights as described above with the relevant authorities.

The Partner's personal data is kept by Yanoli for the duration of the contract. After this period, the personal data will be removed from the active database and archived for an unlimited period of time, in particular in order to meet the requirements of the authorities, if necessary. As a Partner of the Yanoli network, the Partner agrees that his/her data may be passed on to other Partners (in particular and essentially to his/her uplines and downlines), as well as to Yanoli's customers. Otherwise, they will not be able to remain in the Yanoli network.

The Partner must also take all measures to preserve the security and confidentiality of the personal data held by Yanoli (in particular Partners and future Partners, prospects and Customers), which it expressly acknowledges.

Yanoli also reminds the Partner that he/she is responsible for the data, whether computerised or in paper format, that he/she stores and processes himself/herself and/or on his/her behalf; and that he/she must therefore respect the security standards adapted to the data he/she holds in order to preserve the confidentiality of personal information of the network, Customers and prospects; as well as, more generally, respecting the legal provisions on the subject, in particular concerning the rights of individuals with regard to their data. He/she guarantees this to Yanoli. The Partner therefore undertakes, in accordance with the legislation on the protection of personal data, to take all precautions in accordance with customary practice and the rules of the art in the context of his activity in order to protect the confidentiality of the information he collects and to which he has access, and in particular to prevent it from being communicated to persons not expressly authorised to receive this information.

In particular, he/she undertakes not to use the data collected and to which he/she has access for purposes other than those set out in the pre-contractual information documents and Customer order forms; not to transfer such data to a territory other than a State of the European Economic Area, the United Kingdom or Switzerland; to disclose such data only to persons duly authorised, by virtue of their functions, to receive such data, whether private, public, natural or legal persons; not to make any copy of such data except as necessary for the performance of its activity; to keep the data in accordance with the retention period indicated on the pre-contractual information documents and the Customer order forms; to take all measures in accordance with customary practice and the rules of the art in the context of his activity in order to avoid the misuse or fraudulent use of these data; to take all precautions in accordance with customary practice and the rules of the art to preserve the physical and logical security of these data; to ensure, within the limits of its activity, that only secure means of communication will be used to transfer this data; in the event of the cessation of its activity as a self-employed person, to completely delete the data, computer files and any information medium relating to this data within the framework of its legal and regulatory obligations and at the end of the legitimate period of conservation of this data.

This commitment to confidentiality, which is in force throughout the Partner's activity, will remain in effect, even after the termination of his contract, whatever the cause, insofar as this commitment concerns the use and communication of personal data, and this until the information in question is publicly and lawfully revealed.

The Partner is informed of the fact that any violation of the present commitment exposes him/her to the breach of the present commercial contract, as well as to administrative or penal sanctions in accordance with the regulations in force, notably with regard to articles 226-16 to 226-24 of the penal code.

 

Article 14 - Voice and image recording and transfer of rights of use

By signing this agreement, the Partner authorises Yanoli to use, save, distribute, present, reproduce, modify and communicate to the public, within the limits indicated in the following paragraphs, the films, photographs and/or voice recordings made in the context of Yanoli meetings and events, where applicable accompanied by his/her initial name, surname, age and any logos, comments and illustrations, and where applicable translated, modified or specified, as long as these interventions do not alter the Partner's image or create a misunderstanding of his/her words.

Films, photographs and/or voice recordings may be used by Yanoli for the commercial promotion of its activity and products in paper and electronic format via e-mail or the Internet (on its website, that of its distributors, and on social networking sites such as Facebook, Twitter or YouTube), mainly within the European Economic Area, Andorra, Monaco, the United Kingdom and Switzerland, it being understood that the electronic distribution may be consulted throughout the world, in full or in part, for the entire duration of this contract and for a period of 24 (twenty-four) months following the termination of the contract or the last commercial solicitation of the Partner towards Yanoli, if this solicitation is more recent.

The Partner is hereby informed that social networking sites such as Facebook, Twitter or YouTube are platforms belonging to third parties and that, as a result, the conditions for the broadcasting and use of his/her voice and image will be determined by the conditions of use established by these third parties.

However, Yanoli is expressly forbidden from using the films, photographs and/or words in a context that could be detrimental to the dignity of the Partner.

By signing this contract, the Partner waives any claim or legal action that may result from the use of the recordings made hereby and guarantees Yanoli that he/she is not bound by contract to a third party for the use of his/her image.

The Partner has the right to withdraw his/her authorisation from Yanoli for the future, subject to a period of 6 (six) months between the withdrawal and the implementation of the decision to withdraw by Yanoli. However, in view of the difficulties caused by the withdrawal of the Partner's authorisation for voice or image recording at Yanoli meetings, the Partner is informed that he/she may no longer be able to participate in Yanoli meetings and events where voice or image recording is organised.

The Partner will not be entitled to any remuneration for the use of these rights.

The Partner is hereby informed that the clause relating to personal data in this contract applies to the implementation of this clause, and that this specific data may be archived for 5 (five) years from the end of the aforementioned period of use (before destruction, unless otherwise required by law) for the sole purpose of preserving proof of the existence of this authorisation, without any commercial re-exploitation.

 

Article 15 - Litigation

Any dispute relating to the performance, conclusion, validity or termination of this contract must be the subject of a prior amicable discussion conducted in good faith by the parties, during a period of time which may not be less than 30 days from the start of the discussion. Any dispute that is not resolved by this procedure shall be subject to the exclusive jurisdiction of the Commercial Court of Paris.

 

Article 16 - Previous commitments

This contract replaces and cancels any previous contract signed between the parties.

 

Done at ………………………………………

 

Date

 

Approval of Yanoli                                                                          Partner's signature

The President