iiaa Limited trading as Advanced Nutrition Programme™ Conditions of Business relating to the sale of  Advanced Nutrition Programme™ to Stockists

1. ORDERS

(a) These Conditions apply to all Advanced Nutrition Programme™ products (herein after Advanced Nutrition Programme™ Products ) supplied by the Company to any Stockist and prevail over the conditions of business of any Stockist.

(b) The Company reserves the right, at its option, to refuse any order from a Stockist.

2. PRICE and PAYMENT

Prices charged by the Company are those in force at the date of order, are subject to alteration without notice and payable by the Stockist at the time an order is made. The Company reserves the right to charge interest, after as well as before any judgment, on all overdue Stockist accounts at 3% over its banker’s base lending rate from time to time.

3. DELIVERY

(a) All delivery dates quoted by the Company are estimated only. It is the Stockist’s responsibility to check orders upon delivery. Any claim in respect of damage, delay or loss in transit must be given in writing by the Stockist to the Company and any carrier, indicating the precise nature of the claim and having endorsed the carrier’s delivery note accordingly, within 5 business days of delivery, failing which the Company will have no liability to the Stockist.

(b) Products wishing to be returned in general must be notified to the Company within 5 business days of delivery.

(c) Products intended to be returned must be physically received back at the Company within 7 days of receiving your Returns Reference Number (RRN) from the Company, failing which the RRN will lapse.

4. TRANSFER OF PROPERTY

Risk in the Advanced Nutrition Programme™ Products  passes to the Stockist on delivery but title does not pass until the Company has received full payment.

5. STOCKIST’S DUTIES

The Stockist must ensure that :-

(a) the Advanced Nutrition Programme™ Products  are sold only to end users from its own premises and not sub-distributed to any other persons in any way.

(b) all Advanced Nutrition Programme™ Products  merchandising material is prominently displayed on its premises and the Stockist uses its best endeavours to promote the resale of the Advanced Nutrition Programme™ Products .

(c) the good name of the Company and “Advanced Nutrition Programme™ Products ” is maintained by the Stockist and its premises are maintained in a hygienic and aesthetic state of repair and decoration

(d) any advertising by the Stockist of Advanced Nutrition Programme™ Products  shall include the words “stockist of Advanced Nutrition Programme™ Products ”

(e) they are registered as a Food Business Operator (FBO) with their local authority (this is free, quick, easy to do and full guidance is available at www.iiaa.eu/selling-advanced-nutrition-programme)

INTERNET SALES and MARKETING

The Customer is permitted to sell and market Advanced Nutrition Programme™ Products  and/or treatments over the internet, subject to the terms of the Company’s Internet Sales and Marketing Policy,which is available on request. 

6. TRAINING

The Stockist must ensure that:-

(a) its employees, agents and consultants, are able to attend all Advanced Nutrition Programme™ Products  Courses as may be required by the Company

(b) the Advanced Nutrition Programme™ Products  are only sold and made available to end users strictly in accordance with guidelines issued by the Company

(c) its employees, agents and consultants give all proper care and attention to end users and prospective end users

7. LIMITATION OF LIABILITY and INDEMNITY

(a) Illustrations and specifications set out in the Company’s sales literature are statements of opinion and form no part of the agreement between the Company and the Stockist, and must form no part of any agreement between the Stockist and end users.

(b) The Stockist must give the Company written notice setting out details of any defect in the Advanced Nutrition Programme™ Products  no later than 14 days after discovery, failing which the Company shall have no liability.

(c) In the event of a valid claim, the Company is entitled at its option either to refund the invoiced value of the Advanced Nutrition Programme™ Products  or replace them free of charge.

(d) Except in respect of death or personal injury caused by the Company’s negligence, to the extent permitted by law, the Company will not be liable to the Stockist by reason of any representation or any implied warranty, condition or other item, or any duty at common law, or any consequential loss of any kind or other claims.

(e) The Company will not in any event be liable to the Stockist for any delay in performing any of the Company’s obligations if the delay is due to any cause beyond the Company’s reasonable control.

(f) The Stockist indemnifies the Company against all claims and liabilities, including without limitation any claims from end users, which the Company may suffer or incur howsoever arising out of any breach by the Stockist of these Conditions.

8. CANCELLATIONS

Cancellations of orders will only be accepted if made in writing by the Stockist and received by the Company prior to it having incurred any obligation to any of its suppliers.

9. TERMINATION and CONSEQUENCES

(a) The Company may terminate the agreement at its sole option without notice, but in any event, may do so if the Stockist commits any material or persistent breach of any Condition, or becomes insolvent, bankrupt or goes into liquidation or has a receiver, administrative receiver or administrator appointed over all or any of its assets.

(b) Upon termination of the agreement and without prejudice to any other rights arising, the Stockist shall immediately pay any sums due to the Company, cease selling Advanced Nutrition Programme™ Products  and using the Advanced Nutrition Programme™ Products  name/logo, and return to the Company all Advanced Nutrition Programme™ Products  merchandising material and any sales literature.

10. MISCELLANEOUS

(a) The waiver by the Company of any breach of any of the Conditions does not prevent the subsequent enforcement of the Conditions in full and will not be deemed a waiver of any subsequent breach.

(b) The Stockist is entitled to assign, transfer or sublicense benefit of any obligations under these Conditions. The Company is entitled to sub-contract the performance of whole or part of an agreement with a Stockist.

(c) The Conditions cannot be varied or waived except in writing and signed by a director of the Company and no other employee, agent or consultant of the Company has any authority to bind the Company to any affirmation, representation or warranty concerning Advanced Nutrition Programme™ Products .

11. NOTICES

Any notice which is required to be given under the Conditions will be duly served if sent by pre-paid first class letter addressed to the party to which it is to be sent at its last known address and shall be deemed to be delivered 2 days after posting.

12. PROPER LAW, JURISDICTION and THIRD PARTY RIGHTS

The Conditions shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts. The Conditions do not confer on any third party any enforceable rights.

iiaa Limited trading as Advanced Nutrition Programme™ (“the Company”)

Internet Sales and Marketing Policy with regard to Advanced Nutrition Programme™ (which is subject to, and to be read in conjunction with, the Company’s Conditions of Business (“the Conditions”))

Advanced Nutrition Programme™ products, equipment and/or treatments are a superior range of products and treatments with a superior image and reputation, and pursuant to Condition 6 of the Conditions, all Customers (as defined at Condition 1(a)) are required to ensure that the highest possible quality of trained service and all proper care and attention is given to end users (as referred to in the Conditions).

The Company recognises the importance of the internet as a means of trade, and will consent to the sale and marketing of the Advanced Nutrition Programme™’s range by way of the internet in circumstances in which (a) Advanced Nutrition Programme™’s superior image and reputation can be preserved, and (b) the Company’s Customer distribution network in the United Kingdom, the Channel Islands and/or Ireland is not disrupted.

The Company’s policy is as follows:-

1. Customers must apply in writing to the Company for written consent prior to offering for sale, or the marketing of, any Advanced Nutrition Programme™ products, equipment and/or treatments by way of the internet, setting out the reasons why consent is being sought, their intentions for the proposed website, to include a mock up of all pages of the proposed website and with confirmation that they will comply with paragraphs 2 to 5 (inclusive) of this Policy.

2. Whilst the Advanced Nutrition Programme™ range is subject to recommended retail prices (as referred to at Condition 2(c)), Customers are entitled to supply the products, equipment and/or treatment to end users at prices of their choosing. However, in view of the Company’s stated intention to preserve Advanced Nutrition Programme™ superior reputation, consent will not be given and may be revoked, at the Company’s discretion:-

(a) in respect of any website (or any other website through sponsored links of search engines, pop up advertising or any other internet advertising vehicle) which draws end users on the basis of price by use of phrases, or which supports tags, such as “discounted”, “cheapest”, “lowest price”, “save money”, “two for the price of one” or similar, or which does not block access by pricing search engines (for example, bizrate.com);

(b) to any Customers who do not provide individual consultations and services to end users from business premises in the United Kingdom, the Channel Islands and/or Ireland;

(c) to any Customers who intend operating their websites as online cosmetic supply stores or similar, thereby detracting from Advanced Nutrition Programme™’s superior image and reputation;

(d) to any Customers who operate in a manner which is inconsistent with Advanced Nutrition Programme™’s superior image and reputation and its ethos, or which may disrupt the Company’s Customer distribution network in the United Kingdom, the Channel Islands and/or Ireland.

3. Customers may only offer for sale or market Advanced Nutrition Programme™ products, equipment and/or treatments by way of a website that is owned exclusively by that Customer, and which states prominently on its home page that the Customer is an “ authorised stockist of Advanced Nutrition Programme™” , the Customer’s name (and trading name, if different) and the full postal address of its business premises.

4. Customers may not sell Advanced Nutrition Programme™ products, equipment and/or treatments by way of a website owned by a third party (for example, eBay, yahoo, drugstore.com or amazon.com),which would detract from Advanced Nutrition Programme™’s superior image and reputation.

5. Upon the Company’s request, a Customer which sells Advanced Nutrition Programme™ products, equipment and/or treatments by way of the internet must provide the Company with prompt access to its internet sales records (and which the Customer is required to accurately maintain) relating to the sale of Advanced Nutrition Programme™ products, equipment and/or treatments, so that the Company is able to assess the Customer’s compliance with this Policy and the Conditions.

iiaa LIMITED (“the Company”) Conditions of Business relating to the sale of Environ® Products, Environ® Equipment and/or Environ® Treatments to Stockists

1. ORDERS

(a) These Conditions apply to all Environ® products, equipment and/or treatments supplied by the Company to any Stockist whose principal place of business is in the United Kingdom or Ireland and will prevail over the conditions of business of any Stockist.

(b) Only Stockists who have passed the Environ Product Training Course, having achieved a score of not less than 85% and who hold a current Certificate, may place orders. In any event, the Company reserves the right, at its option, to refuse any order from a Stockist.

2. PRICE and PAYMENT

(a) Prices charged by the Company, including postage, package and insurance charges, are those in force at the date of order, and are subject to alteration without notice and payable by the Stockist at the time an order is made.

(b) The Company reserves the right to charge interest, after as well as before any judgment, on all overdue Stockist accounts, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

(c) The Company will from time to time advise the Stockist of the recommended retail price for the Environ® products, equipment and/or treatments.

3. DELIVERY

(a) All delivery dates quoted by the Company are estimated only.

(b) It is the Stockist’s responsibility to check orders upon delivery. Any claim in respect of damage, delay or loss in transit must be given in writing by the Stockist to the Company and any carrier, indicating the precise nature of the claim and having endorsed the carrier’s delivery note accordingly, within 5 business days of delivery, failing which the Company will have no liability to the Stockist.

(c) Products wishing to be returned in general must be notified to the Company within 5 business days of delivery. 

(d) Products intended to be returned must be physically received back at the Company within 7 days of receiving your Returns Reference Number (RRN) from the Company, failing which the RRN will lapse.

4. TRANSFER OF PROPERTY

Risk in the Environ® products and/or equipment passes to the Stockist on delivery but title does not pass until the Company has received full payment.

5. INTERNET SALES, MARKETING and MAIL ORDER

(a) The Stockist is not permitted to sell Environ® products, equipment and/or treatments over the internet or by way of mail order, unless the Stockist operates as a beauty salon from retail premises, or unless it has the Company’s prior consent. With regards to any internet sales, the Stockist must adhere to Conditions 6 (a), (b), (c) and (g).

(b) The Stockist will ensure that its web pages do not support any tags which relate to the pricing of Environ® products, equipment and/or treatments, by way of example, without limitation, the use of tags such as “discounted” and “cheapest” or any other tags having a similar meaning or effect.

(c) Stockists may not sell Environ® products, equipment and/or treatments by way of a website owned by a third party (for example, eBay, Yahoo, Drugstore.com) which would detract from Environ’s  superior image and reputation.

6. STOCKIST’S DUTIES

The Stockist:-

(a) must ensure that prior to the supply by it of any Environ® products, equipment and/or treatments to end users, a full skin care consultation is conducted with such end users, including the completion of a skin care consultation form and that this consultation is retained on record;

(b) must ensure, following appropriate consultation, that only those products recommended to an end user are made available to that end user and that they are not able to purchase any other products;

(c) must ensure that the Environ® products, equipment and/or treatments are (i) not marketed to end users outside the UK and Ireland, (ii) not sold anywhere else in the world outside of the EU, (iii) not sold to anyone who it is clear will export the products or actively market the products outside the UK and Ireland, (iv) sold in compliance with all applicable laws and regulations, (v) sold from its own premises, and (vi) not sub-distributed to any other persons in any way;

(d) must ensure that all Environ® merchandising material is prominently displayed at its premises, to the satisfaction of the Company;

(e) must use its best endeavours to promote the resale of the Environ® products, equipment and/or treatments to end users;

(f) must ensure that the good name of the Company and “Environ®” is maintained by the Stockist and that its premises are maintained in a hygienic and aesthetic state of repair and decoration;

(g) must ensure that any advertising by the Stockist of Environ® products, equipment and/or treatments, including by way of the internet or mail order, subject to Condition 5, shall include the words “stockist of Environ®”; and/or

(h) must ensure that the Environ® equipment is fully maintained, in accordance with guidelines issued by the Company from time to time.

7. TRAINING

The Stockist must ensure that :-

(a) its employees, agents and consultants attend all Environ® Training Courses as may be required by the Company;

(b) the sale of Environ® products, equipment and/or the treatments are conducted in a manner which preserves and promotes the superior reputation of Environ® products, equipments and/or treatments as a bespoke beauty salon range;

(c) the Environ® products, the equipment and/or treatments are only sold and made available to end users by persons holding current Certificates and strictly in accordance with guidelines issued by the Company from time to time; and/or

(d) its employees, agents and consultants provide the highest possible quality of service and give all proper care and attention to end users and prospective end users of Environ® products, equipment and/or treatments.

8. LIMITATION OF LIABILITY and INDEMNITY

(a) Illustrations and specifications set out in the Company’s sales literature are statements of opinion and form no part of the agreement between the Company and the Stockist, and form no part of any agreement between the Stockist and end users.

(b) The Stockist must give the Company written notice setting out details of any defect in the Environ® products, equipment and/or treatments no later than [14] days after discovery, failing which the Company shall have no liability.

(c) In the event of a valid claim, the Company is entitled at its option either to refund the invoiced value of the Environ® products, equipment and/or treatment supplied or to repair or replace them free of charge.

(d) Except in respect of death or personal injury caused by the Company’s negligence, to the extent permitted by law, the Company will not be liable to the Stockist by reason of any representation or any implied warranty, condition or other item, or any duty at common law, or any consequential loss of any kind or other claims.

(e) The Company will not in any event be liable to the Stockist for any delay in performing any of the Company’s obligations, if the delay is due to any cause beyond the Company’s reasonable control.

(f) The Stockist will indemnify and keep the Company fully and effectively indemnified against all claims and liabilities, including without limitation any claims from end users, which the Company may suffer or incur, howsoever arising, out of any breach by the Stockist of these Conditions.

9. CANCELLATIONS

Cancellations of orders will only be accepted if made in writing by the Stockist and received by the Company prior to it having incurred any obligation to any of its suppliers.

10. INTELLECTUAL PROPERTY RIGHTS

The Stockist will have no rights over, or interest in, any intellectual property rights of any nature which relate to the Environ® products, equipment and/or treatments, and save as referred to in these Conditions, shall have no entitlement to use the Environ® name, or any related logos. In any event, the Stockist shall not be entitled to use the Environ® name or any related logos as part of the Stockist’s business or trading name.

11. TERMINATION and CONSEQUENCES

(a) The Company may terminate the agreement at its sole option without notice, but in any event, may do so if the Stockist commits any material or persistent breach of any Condition, or becomes insolvent, bankrupt or goes into liquidation or has a receiver, administrative receiver or administrator appointed over all or any of its assets.

(b) Upon termination of the agreement and without prejudice to any other rights arising, the Stockist will immediately pay any sums due to the Company, cease selling Environ® products, equipment and/or treatments, and using the Environ® equipment and name/logo, and will return to the Company all Environ® merchandising material and any sales literature.

12. MISCELLANEOUS

(a) The waiver by the Company of any breach of any of the Conditions does not prevent the subsequent enforcement of the Conditions in full and will not be deemed a waiver of any subsequent breach.

(b) The Stockist is not entitled to assign, transfer or sublicense the benefit of or any obligations under these Conditions. The Company is entitled to sub-contract the performance of the whole or part of an agreement with a Stockist.

(c) The Conditions cannot be varied or waived except in writing and signed by a director of the Company and no other employee, agent or consultant of the Company has any authority to bind the Company to any affirmation, representation or warranty concerning Environ® products, equipment and/or treatment.

13. NOTICES

Any notice which is required to be given under the Conditions will be duly served if sent by pre-paid first class letter addressed to the party to which it is to be sent at its last known address and shall be deemed to be delivered 3 days after posting.

14. PROPER LAW, JURISDICTION and THIRD PARTY RIGHTS

The Conditions shall be governed by and construed in accordance with English law and the parties irrevocably submit to the non exclusive jurisdiction of the English Courts. The Conditions do not confer on any third party any enforceable rights.

iiaa Limited (“the Company”)

Conditions of Business relating to the sale of jane iredale Products, jane iredale Equipment and/or jane iredale Treatments to Customers

1. ORDERS

(a) The Company will supply jane iredale products, equipment and/or treatments to customers who operate (i) as dermatologists or other medical professionals, (ii) as trained licensed aestheticians and skin care professionals, (iii) as spas and day spas, (iv) speciality pharmacy retailers, and/or (v) make up artists, in each case, offering individual consultations and services to end users (“the Customers”) from business premises in the United Kingdom, the Channel Islands or Ireland.

(b) These Conditions apply to all jane iredale products, equipment and/or treatments supplied by the Company to any such Customer and will prevail over the conditions of business of any Customer.

(c) The Company reserves the right, at its option, to refuse any order from a Customer, without giving any reason.

2. PRICE and PAYMENT

(a) Prices charged by the Company, including postage, package and insurance charges, are those in force at the date of order, and are subject to alteration without prior notice, and are payable by the Customer at the time an order is made. 

(b) The Company reserves the right to charge interest, after as well as before any judgment, on all overdue Customer accounts, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

(c) Although the prices charged by a Customer is a matter for the Customer, the Company will from time to time advise the Customer of the recommended retail price for the jane iredale products, equipment and/or treatments. 

3. DELIVERY

(a) All delivery dates quoted by the Company are estimated only. 

(b) It is the Customer’s responsibility to check orders upon delivery. Any claim in respect of damage, delay and/or loss in transit must be given in writing by the Customer to the Company and any carrier, indicating the precise nature of the claim and having endorsed the carrier’s delivery note accordingly, within 5 business days of delivery, failing which the Company will have no liability to the Customer in respect of any such damage, delay and/or loss. 

(c) Products wishing to be returned in general must be notified to the Company within 5 business days of delivery. 

(d) Products intended to be returned must be physically received back at the Company within 7 days of receiving your Returns Reference Number (RRN) from the Company, failing which the RRN will lapse.

4. TRANSFER OF PROPERTY

Risk in the jane iredale products and/or equipment passes to the Customer on delivery but title does not pass until the Company has received payment in full. 

5. INTERNET SALES and MARKETING

The Customer is permitted to sell and market jane iredale products, equipment and/or treatments over the internet, subject to the terms of the Company’s Internet Sales and Marketing Policy, which is available on request. 

6. CUSTOMER’S DUTIES

The Customer:-

(a) must ensure that the jane iredale products, equipment and/or treatments are not sold to unofficial or unauthorised stockists of jane iredale; 

(b) must ensure that all jane iredale merchandising material is prominently displayed at its business premises, to the satisfaction of the Company; 

(c) must use its best endeavours to promote the resale of the jane iredale products, equipment and/or treatments to such end users;

(d) must ensure that the good name of the Company and “jane iredale” is maintained by the Customer and that its business premises are maintained in a hygienic and aesthetic state of repair and decoration; 

(e) must ensure that any advertising or promotion by the Customer of jane iredale products, equipment and/or treatments, shall include the words “[official] [authorised] stockist of jane iredale”;

(f) must ensure that the jane iredale equipment is fully maintained; and/or

(g) must comply with all guidelines issued by the Company from time to time. 

7. TRAINING

The Customer must ensure that :-

(a) its employees, agents and consultants attend all jane iredale Training Courses as may be required by the Company;

(b) the sale of jane iredale products, equipment and/or treatments are conducted in a manner which preserves and promotes the superior reputation of jane iredale products, equipment and/or treatments as a bespoke beauty salon range; 

(c) the jane iredale products, equipment and/or treatments are only sold and made available to persons, in accordance with all guidelines issued by the Company from time to time; and/or

(d) its employees, agents and consultants provide the highest possible quality of service and give all proper care and attention to end users and prospective end users of jane iredale products, equipment and/or treatments. 

8. LIMITATION OF LIABILITY and INDEMNITY

(a) Illustrations and specifications set out in the Company’s sales literature are statements of opinion and form no part of the agreement between the Company and the Customer, and form no part of any agreement between the Customer and its end users.

(b) The Customer must give the Company written notice setting out details of any defect in the jane iredale products, equipment and/or treatments no later than 10 business days after discovery, failing which the Company shall have no liability in respect of any such defect.

(c) In the event of a valid claim, the Company is entitled at its option either to refund the invoiced value of the jane iredale products, equipment and/or treatments supplied or to repair or replace them free of charge.

(d) Except in respect of death or personal injury caused by the Company’s negligence, to the maximum extent permitted by law, the Company will not be liable to the Customer by reason of any representation or any implied warranty, condition or other item, or any duty at common law, or any consequential loss of any kind or other claims.

(e) The Company will not in any event be liable to the Customer for any delay in performing any of the Company’s obligations if the delay is due to any cause beyond the Company’s reasonable control.

(f) The Customer will indemnify and keep the Company fully and effectively indemnified against all claims and liabilities, including without limitation, any claims from end users, which the Company may suffer or incur, howsoever arising, out of any breach by the Customer of these Conditions.

9. CANCELLATIONS

Cancellations of orders will only be accepted if made in writing by the Customer and received by the Company prior to it having incurred any obligation to any of its suppliers.

10. INTELLECTUAL PROPERTY RIGHTS

The Customer will have no rights over, or interest in, any intellectual property rights of any nature which relate to the jane iredale products, equipment and/or treatments, and save as referred to in these Conditions, will have no entitlement to use the “jane iredale” name or any related logos. In any event, the Customer will not be entitled to use the jane iredale name or any related logos as part of the Customer’s business or trading name. 

11. TERMINATION and CONSEQUENCES

(a) The Company may terminate the agreement with the Customer, to include the revocation of any consents given pursuant to Condition 5, at its discretion without prior notice, but in any event, may do so if the Customer commits any material or persistent breach of any Condition, or becomes insolvent, bankrupt or goes into liquidation or has a receiver, administrative receiver or administrator appointed over all or any of its assets.

(b) Upon termination of the agreement and without prejudice to any other rights arising, the Customer will immediately pay any sums due to the Company, cease selling jane iredale products, equipment and/or treatments, and using the “jane iredale” name or logos, and will return to the Company all jane iredale merchandising material and any sales literature.

12. MISCELLANEOUS

(a) The waiver by the Company of any breach of any of the Conditions does not prevent the subsequent enforcement of the Conditions in full and will not be deemed a waiver of any subsequent breach.

(b) The Customer is not entitled to assign, transfer or sub-licence the benefit of or any obligations under these Conditions. The Company is entitled to assign, transfer or sub-contract the performance of the whole or part of an agreement with a Customer.

(c) The Conditions cannot be varied or waived (which the Company is entitled to do at its discretion and without prior notice to the Customer) except in writing and signed by a director of the Company, and no other employee, agent or consultant of the Company has any authority to bind the Company to any affirmation, representation or warranty concerning jane iredale products, equipment and/or treatment.

13. NOTICES

Any notice which is required to be given under the Conditions will be duly served if sent by pre-paid first class letter addressed to the party to which it is to be sent at its last known address and shall be deemed to be delivered 3 business days after posting.

14. PROPER LAW, JURISDICTION and THIRD PARTY RIGHTS

The Conditions shall be governed by and construed in accordance with English law and the parties irrevocably submit to the non exclusive jurisdiction of the English Courts. The Conditions do not confer on any third party (including without limitation, any end users, as referred to in these Conditions) any enforceable rights.

iiaa Limited (“the Company”)

Internet Sales and Marketing Policy with regard to jane iredale products (which is subject to, and to be read in conjunction with, the Company’s Conditions of Business (“the Conditions”))

jane iredale products, equipment and/or treatments are a superior range of products and treatments with a superior image and reputation, and pursuant to Condition 7 of the Conditions, all Customers (as defined at Condition 1(a)) are required to ensure that the highest possible quality of trained service and all proper care and attention is given to end users (as referred to in the Conditions).

The Company recognises the importance of the internet as a means of trade, and will consent to the sale and marketing of the jane iredale range by way of the internet in circumstances in which (a) jane iredale’s superior image and reputation can be preserved, and (b) the Company’s Customer distribution network in the United Kingdom, the Channel Islands and/or Ireland is not disrupted.

The Company’s policy is as follows:-

1. Customers must apply in writing to the Company for written consent prior to offering for sale, or the marketing of, any jane iredale products, equipment and/or treatments by way of the internet, setting out the reasons why consent is being sought, their intentions for the proposed website, to include a mock up of all pages of the proposed website and with confirmation that they will comply with paragraphs 2 to 5 (inclusive) of this Policy.

2. Whilst the jane iredale range is subject to recommended retail prices (as referred to at Condition 2(c)), Customers are entitled to supply the products, equipment and/or treatment to end users at prices of their choosing. However, in view of the Company’s stated intention to preserve jane iredale’s superior reputation, consent will not be given and may be revoked, at the Company’s discretion:-

(a) in respect of any website (or any other website through sponsored links of search engines, pop up advertising or any other internet advertising vehicle) which draws end users on the basis of price by use of phrases, or which supports tags, such as “discounted”, “cheapest”, “lowest price”, “save money”, “two for the price of one” or similar, or which does not block access by pricing search engines (for example, bizrate.com);

(b) to any Customers who do not provide individual consultations and services to end users from business premises in the United Kingdom, the Channel Islands and/or Ireland;

(c) to any Customers who intend operating their websites as online cosmetic supply stores or similar, thereby detracting from jane iredale’s superior image and reputation;

(d) to any Customers who operate in a manner which is inconsistent with jane iredale’s superior image and reputation and its ethos, or which may disrupt the Company’s Customer distribution network in the United Kingdom, the Channel Islands and/or Ireland.

3. Customers may only offer for sale or market jane iredale products, equipment and/or treatments by way of a website that is owned exclusively by that Customer, and which states prominently on its home page that the Customer is an “[official] [authorised] stockist of jane iredale”, the Customer’s name (and trading name, if different) and the full postal address of its business premises.

4. Customers may not sell jane iredale products, equipment and/or treatments by way of a website owned by a third party (for example, eBay, yahoo, drugstore.com or amazon.com), which would detract from jane iredale’s superior image and reputation.

5. Upon the Company’s request, a Customer which sells jane iredale products, equipment and/or treatments by way of the internet must provide the Company with prompt access to its internet sales records (and which the Customer is required to accurately maintain) relating to the sale of jane iredale products, equipment and/or treatments, so that the Company is able to assess the Customer’s compliance with this Policy and the Conditions.