JSB Certified International Beauty Consultant Agreement

Please read this Agreement carefully before using https://academy.jennystellabeauty.com (“Website”) operated by Jennystella Beauty Limited (“Company”). By using this Website, you certify that you have read and reviewed this Agreement and that you agree to comply with its terms. Jennystella Beauty Limited only grants use and access of this website, its products, and its services to those who have accepted its terms.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Definitions

As used herein, the following terms shall have the meanings set forth below:

A. “Company” shall mean Jennystella Beauty Limited, a company incorporated in Hong Kong and having its registered office at Rm A, 15/F, Fu Cheung Centre, 5-7 Wong Chuk Yeung Street, Fotan, Hong Kong.

B. “Beauty Consultant” shall mean the person who has registered any courses or services on this website, and will have the title of “JSB Certified International Beauty Consultant” upon completion of the courses.

C. “Products” shall mean the Company’s products to be sold by the Beauty Consultant and such products as may be communicated by the Company in writing to the Beauty Consultant from time to time.

D. “Territory” shall be allocated during time of engagement by the Company in writing to the Beauty Consultant. Any change in “Territory” shall be communicated by the Beauty Consultant to the Company in writing from time to time.

2. Appointment

Company hereby appoints Beauty Consultant as its non-exclusive selling agent for the products in the territory, and Beauty Consultant hereby accepts such appointments. Beauty Consultant’s sole authority shall be to solicit customers for the products in the territory in accordance with the terms of this agreement. Beauty Consultant shall not have the authority to make any commitments whatsoever on behalf of the Company.

3. General Duties

Beauty Consultant shall use his best efforts to promote the products and maximize the sale of the products in the territory. Beauty Consultant shall also provide reasonable assistance to the Company in promotional activities in the territory. Beauty Consultant will assist the company by taking part in all promotional events, use the marketing inputs judiciously for maximizing orders for the company.

4. Reserved Rights

The Company reserves the right to solicit/engage other Agents, Resellers and Beauty Consultants directly from businesses within the territory. Beauty Consultant’s task is to solicit customers from all potential businesses in the territory.

5. Conflict of Interest

Beauty Consultant shall not use the title of “JSB Certified International Beauty Consultant” at any time during or after the term of this Agreement when Beauty Consultant is not promoting or selling Products provided by the Company. The Company shall not be liable for any products, services and business activities offered by Beauty Consultant which are not provided by the Company.

6. Independent Contractor

Beauty Consultant is an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise, or (iii) allow Beauty Consultant to create or assume any obligation on behalf of the Company for any purpose whatsoever. Beauty Consultant is not an employee of the Company and is not entitled to any employee benefits. Beauty Consultant shall be responsible for paying all income taxes and other taxes charged to Beauty Consultant on amounts earned hereunder. All financial and other obligations associated with Beauty Consultant’s business are the sole responsibility of Beauty Consultant.

7. Indemnification by Beauty Consultant

Beauty Consultant shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys’ fees) arising out of negligence or malfeasant acts of Beauty Consultant or misrepresentation or breach of any obligations under this agreement.

8. Sale of the Products

A. Prices and Terms of Sale

Company shall provide Beauty Consultant with copies of its current market price and this is subject to change and the sole discretion of the same lies with the company, its payment schedules, and all Rules and Regulations and other material available for sales presentation and customer’s information. Beauty Consultant shall quote to Customers only those authorized prices, payment schedules, and terms and conditions as informed by Company.

The orders will be activated only after receipt of 100% payment pertaining to the order. The company will not refund any money in part or in full after payment on order is once received.

B. Acceptance

All requests for service or product obtained by Beauty Consultant from customers shall be subject to acceptance by the Company and all quotations made by Beauty Consultants shall contain a statement to that effect. Beauty Consultants shall have no authority to make any acceptance or commitments to customers. Company specifically reserves the right to reject any request for service or any part thereof for any reason, Company shall inform Beauty Consultant of any acceptances in writing.

C. Collection

Full responsibility for collection of payment from customers rests with Beauty Consultant.

9. Additional Responsibilities of Beauty Consultant

A. Expense of Doing Business

Beauty Consultant shall bear the cost and expense of conducting its business in accordance with the terms of this Agreement. This would include salaries for the staff of the Beauty Consultant who are engaged in the business of selling the products of the Company, expenses related to communications, telecommunication, mailing, conveyance and business entertainment if required. The company will not entertain any reimbursement on any expense made by the Beauty Consultant.

B. Promotion of the Products

Beauty Consultant shall make efforts to promote the sale of and stimulate demand for the Products within the Territory by direct solicitation. In no event shall Beauty Consultant make any representation, guarantee or warranty concerning the Products except as expressly authorized by the Company. The Company will take care of all online promotions on their website and ensure lead generations. Use of company logo, product logo, any advertising / promotion / marketing activity conceived originally by the Beauty Consultant should be first approved in writing by the Company before being implemented.

C. Agents & Customer Service

Beauty Consultant shall inform and assist customers on Company’s Products, and shall perform such additional customer services by e-mail, phone and fax, whenever needed, as good salesmanship requires and as Company may reasonably request.

D. Books and Records

Beauty Consultant shall notify Company of any Customer’s complaints regarding either the Products or Company and immediately forward to Company the information regarding those complaints.

10. Additional Obligations of Company

A. Assistance in Promotion

Company shall, at its own expense, promptly provide Beauty Consultant with marketing and technical information, training concerning the Products, brochures, instructional material, advertising literature, and other product data.

B. Assistance in Technical Problems

Company shall, at its own expense, assist Beauty Consultant and customers of the Products in all ways deemed reasonable by Company in the solution of any problems relating to the Products.

C. New Developments

Company shall inform Beauty Consultant of new Products or Services that are competitive with Company’s Products Services and other market information and competitive information as discovered from time to time.

11. Trademarks and Tradenames

During the term of this Agreement, Beauty Consultant shall have the right to indicate to the public that it is an authorized Beauty Consultant of Company’s Products. Nothing herein shall grant Beauty Consultant any right, title, or interest in Company’s Trademarks. At no time during or after the term of this Agreement shall Beauty Consultant challenge or assist others to challenge Company’s Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of the Company.

12. Term and Termination

A. Term. This Agreement shall commence on the date of acceptance for a period of 24 months unless terminated earlier as provided herein below.

B. Renewal. Upon acceptance of both parties, this agreement could be renewed for 24 months after the end of the initial term.

C. Termination. Either party to this agreement shall have the right to terminate this agreement with or without cause with a thirty (30) days written notice to the other party.

D. Return of Materials. All of the Company’s trademarks, trade names, data, photographs, literature, sales aids, certifications, and customer related databases of every kind shall remain the property of the Company. Within five (5) days after the termination of this Agreement, Beauty Consultant shall return all such items to the Company. Beauty Consultant shall not make or retain any copies of any confidential items or information that may have been entrusted to it. Effective upon the termination of this Agreement, Beauty Consultant shall cease to use all trademarks, marks and trade names of the Company.

E. This agreement will be reviewed by the company after a period of 12 months. Any Beauty Consultant not performing to the full satisfaction of the company in terms of securing new orders and company’s policies is liable to be terminated.

13. Limitation on Liability

In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures or commitments in connection with the business or goodwill of the Company or Beauty Consultant.

14. Confidentiality

Beauty Consultant acknowledges that by reason of its relationship to the Company hereunder it will have access to certain information and materials concerning Company’s business plans, customers, technology, and products/services that is confidential and of substantial value to the Company, which value would be impaired if such information were disclosed to third parties. Beauty Consultant agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by the Company. Company shall advise Beauty Consultant whether or not it considers any particular information or materials to be confidential. Beauty Consultant shall not publish any description of the Products/Services beyond the description published by Company and without the prior written consent of the Company. In the event of termination of this Agreement, there shall be no use or disclosure by Beauty Consultant of any confidential information of the Company.

15. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of Hong Kong. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the High Court.

16. Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any prior discussions or agreements between them. No modification of or amendment to neither this Agreement, nor any waiver of any rights under this Agreement to be done unilaterally and it shall be effective unless in writing signed by the party to be charged.

17. Notices

Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail, postage prepaid, return receipt requested or by recognized overnight delivery service:

If to the Company:

Jennystella Beauty Limited
Rm A, 15/F, Fu Cheung Centre, 5-7 Wong Chuk Yeung Street, Fo Tan, Hong Kong

If to Beauty Consultant:

Address given at the time of registration.

18. Non-Assignability and Binding Effect

A mutually agreed consideration for the Company’s entering into this Agreement is the reputation, business standing, and goodwill already honored and enjoyed by the Company under its present ownership, and, accordingly, Beauty Consultant agrees that its rights and obligations under this Agreement may not be transferred or assigned directly or indirectly. Subject to the foregoing, this Agreement shall be binding upon and insure to the benefit of the parties hereto, their successors and assigns.

19. Severability

If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.

20. Reservation of Rights

The Company reserves the right to amend this Agreement at any time. In the event of any dispute regarding translation into other languages, the English version shall prevail over all terms and conditions.