Independent Distributor Agreement
The following terms and conditions cover the agreement and understanding between Diamond Evolution.(“DE”) and the Independent Distributor (also referred to as “you”, “your”), collectively referred to as the “parties”.
The consideration for this agreement includes the opportunity for the Distributor ( You ) to earn distribution fees from DE for successfully distributing DE’s products and services, and for DE to earn sales revenue of its products and services from the distribution efforts of the Distributor. As well as other goods and valuable considerations, the receipt and sufficiency of which is hereby acknowledged. The parties acknowledge that this agreement is entered into by each of them under seal.
1. Scope of Relationship
(a) Obligations of the Distributor
(i) A Distributor is an individual, business or entity, which enters into this agreement with DE to distribute DE’s services.
(ii) As a Distributor, you are entitled, but not obligated, to distribute DE’s services to the public. Distributors may use all forms of media advertising, marketing and promotions, including Radio, TV, Print, Internet, and Telephone, and other such conventional methods.
At all time they are to promote the sale of Sapphire and not the FREE Matrix program that DE gives away with each sale of a 2 carat stone. They are also not permitted to refer to the FREE Matrix program as anything more than a FREE gift.
(iii) As a Distributor, you shall comply with all laws (whether statutory, common or based on taxation), rules, regulations and codes of conduct for the territory in which you carry on business. Any breach of this provision may disentitle the Distributor to Marketing Fees and/or to termination of this agreement, at the discretion of DE.
(iv) When marketing DE’s services, you shall adhere to the policies and procedures of DE’s Personal Freedom Plan (“PFP”), as set out in the PFP material and other documentation concerning the PFP, as set out on the DE web site and as may be amended from time to time. Any amendment shall become effective when posted on the DE web site and the Distributor agrees to be bound by any amendment, and all transactions shall be governed by any amendment, after such posting. The Distributor agrees to monitor the current policies and procedures posted on the DE web site on a regular basis.
(v) Distributors are responsible for Invoicing DE for services rendered, according to the PFP material. This can be done via a Withdrawal Feature available in the DE's members area. DE may set off any amount owed to DE by the Distributor from any amount owed by DE to the Distributor.
(vi) Distributors are responsible for remitting any and all taxes and other such payments to their respective governments based on the laws and regulations applicable to the Distributor. DE is not responsible for any such remittances and Distributor hereby indemnifies DE from and against any claim made by any authority in respect of such payments.
(vii) The Distributor agrees to pay all disbursements fees, fines and costs related to DE preparing and remitting payment to the Distributor. This includes all checks, debit cards, wire transfers and any other payment methods and associated cost, as set forth by DE in the fees schedule.
(b) Obligations of DE
(i) DE will maintain and administer the PFP, provide the Distributor with the PFP documentation, including the PFP material, and provide its services for sale and marketing by the Distributor.
(ii) DE will pay Distributors a Marketing Fee for successfully marketing DE products and/or services, as set out in the PFP material. DE may pay the Distributor for any bona fide entitlement to a Marketing Fee within 30 days of its receipt of an invoice from the Distributor.
2. Distributor Restrictions on Marketing
(a) The Distributor shall not use DE’s web site, marketing materials or documentation to market any services other than DE’s services. A breach of this provision may cause the Distributor to be subject to fines and liability, as set out in the PFP material.
(b) The Distributor shall not market DE products to other Distributors in the PFP. DE will not owe a Marketing Fee to a Distributor in respect of any transaction involving the marketing of DE products by one Distributor to another Distributor.
(c) DE only sells its products and services from its store (Internet) Distributors shall not represent that DE sells its services in any other manner.
(d) Distributors are not authorized to bind DE. Distributors may only market, advertise and promote DE and it’s services.
(e) DE does not authorize Distributors to engage in “direct sales” of DE products on behalf of DE. Accordingly, Distributors are not authorized to sell DE products directly to the public on behalf of DE.
3. Protection of Password
(a) A Distributor is responsible for the protection of their password that gives them access to their account information. A Distributor shall not divulge any password to any other person, nor use any password obtained from or used by any other person. The Distributor agrees that DE will treat any person accessing the Distributors account using the password issued to it as the Distributor.
(b) The Distributor agrees that, in the event of the loss or misuse of the Distributors password, Distributor shall notify DE immediately and confirm receipt of such notification by DE. Following the provision of confirmation of receipt of such notification, DE will disable such password within a reasonable time. Notwithstanding this, Distributor acknowledges that it is responsible for all transactions of any nature made through or using its account. DE disclaims all liability for any such transactions. Distributor shall indemnify and hold harmless DE for transactions authorized using the Distributors password prior to such time as the password is disabled by DE.
4. Protection of Email Address
(a) A Distributor is responsible for ensuring that he/she is the exclusive user of the email address registered on file to the Distributors account. DE will send sensitive information to Distributors via email and will also follow instructions via email.
(b) The Distributor agrees that, in the event of the compromise of the Distributor’s e-mail address, Distributor shall notify DE immediately and confirm receipt of such notification. Following the provision of confirmation of receipt of such notification, DE will disable such e-mail address within a reasonable time. Notwithstanding this, Distributor acknowledges that it is responsible for all transactions of any nature made through or using its e-mail address. DE disclaims all liability for any such transactions. Distributor shall indemnify and hold harmless DE for transactions authorized using the Distributors e-mail address prior to such time as the e-mail address is disabled by DE.
5. Termination
(a) DE reserves the right to terminate this agreement, and any account, password, e-mail address or other such element related thereto, at any time for any reason without cause or prior notice.
(b) Upon termination of this agreement, all terminated accounts of the Distributor will be canceled and the Distributor shall immediately cease marketing DE’s products or services.
(c) Upon termination the Distributor shall immediately return all materials related to the PFP in its possession, including but not limited to all PFP materials and documentation, without making or retaining any copies thereof.
(d) DE will not be liable to Distributor for any invoices received by it after the date of termination.
(e) Any funds owed to DE by the Distributor, including purchase balances and fines, shall become immediately payable in full by the Distributor.
6. Limitation of Liability and Disclaimer of Warranty
(a) The Distributor agrees that, by definition, access to the Internet is associated with risks, including but not limited to, authentication, data security, privacy, the availability of services and the reliability of transmission. The Distributor agrees to bear full and exclusive responsibility arising from such risks and consequences of the usage of the Internet. DE does not guarantee that any transaction will be free of such risks. DE SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM DELAYED DELIVERY OR NON-DELIVERY OF ANY INFORMATION OVER THE INTERNET.
(b) To the fullest extent permitted by law, DE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS, IMPLIED AND STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO ITS PRODUCTS AND SERVICES.
(c) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR RULE OF LAW OR STATUTORY PROVISION OR OTHERWISE, DE SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, PROFITS, DATA OR OTHER INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES.
(d) DE does not exclude any liability for (i) death or personal injury attributable to the negligence of DE, its employees or agents; or (ii) direct physical damage caused to the Distributor’s products and/or services and attributable to the negligence of DE its servants or agents.
(e) Events such as acts of god, strikes, government measures, breakdown of transmission equipment, blackouts, or any other disruption that is beyond DE's control, release DE from its contractual obligations and from any liability. DE will make every reasonable effort to remedy such disruptions as soon as possible.
7. General Indemnification
Distributor shall indemnify and hold harmless DE, its agents, affiliates, officers, directors, employees and shareholders, from any claim or demand whatsoever relating to or arising out of the Distributors involvement in the PFP.
8. Confidentiality.
The Distributor acknowledges that during the term of this agreement he/she may have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by DE and/or used by DE in connection with the operation of its business including, without limitation, DE’s business and product processes, methods, customer lists, PFP material, policies, procedures, documents and accounts. The Distributor agrees that he/she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this agreement with DE. All files, records, documents, materials, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of DE, whether prepared by the Distributor or otherwise coming into his possession, shall remain the exclusive of DE. The Distributor shall not retain any copies of the foregoing without DE’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by DE, the Distributor shall immediately deliver to DE all such files, records, documents, specifications, information, and other items in his possession or under his control and destroy or delete any copies thereof in his possession or under his control.
9. Conflicts of Interest and Indemnity.
The Distributor represents that he/she is free to enter into this Agreement, and that this agreement does not violate the terms of any agreement between the Distributor and any third party. Further, the Distributor, in carrying out this agreement shall not utilize inventions, discoveries, developments, innovations, literary or artistic works or any other matters subject to protection at law in which he/she does not have the right to utilize for this agreement. Distributor hereby agrees to indemnify and hold harmless DE for any and all claims related in any way to the provision of his services, including but not limited to claims by third parties for infringement of any right provided at law.
10. Independent Contractor.
This Agreement shall not render the Distributor an employee, partner, distributor or agent of DE for any purpose. The Distributor is and will remain an independent contractor in his relationship to DE. The Distributor shall not act, or attempt to act, or represent himself, directly or by implication, as an agent, employee or representative of DE or in any manner assume or create, or attempt to assume or create, any obligation on behalf of DE. DE shall not be responsible for withholding taxes, employment insurance premiums with respect to the Distributor’s compensation hereunder. The Distributor shall have no claim against DE hereunder or otherwise for overtime, vacation pay, statutory holiday pay, termination pay, severance pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, employment insurance benefits, or employee benefits of any kind.
11. Miscellaneous
(a) Choice of Law. The laws of the Province of Hong Kong shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and services of the parties hereto. The parties hereby irrevocably attorn to the jurisdiction of the courts in Hong Kong.
(b) Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
(c) Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
(d) Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
(e) Assignment. The Distributor shall not assign or transfer any of his rights under this Agreement, or delegate the performance of any of his services hereunder, without the prior written consent of DE. DE may assign any of its rights under this Agreement without the consent of the Distributor.
(f) Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
(g) Entire Agreement. Subject to subsection 11(k) of this agreement, this agreement constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
(h) Privacy. DE reserves the right to share Distributors personal information with third parties required for necessary operations of the PFP. These third parties include, but are not limited to, banks, financial institutions and payment processors. All activities on the DE web sites are monitored and recorded and can be used by DE for any reason related to the business of DE. The Distributor acknowledges and hereby states that entering into this agreement shall constitute his/her express consent to DE or it’s agents to collect, maintain, use and disclose his/her personal information.
(i) Disputes. Distributors acknowledge that any dispute between two Distributors is not the responsibility of DE and shall be handled as between the Distributors without the involvement or liability of DE.
(j) Amendment. DE reserves the right to amend this agreement at any time without notice. Any amendment to this agreement becomes binding and effective once such amendment is posted on the DE web site.
(k) Other Documents. This agreement includes all DE policies and procedures, including the PFP material, as outlined on the DE web site at www.diamondevolution.net, and the parties agree to be bound by such policies and procedures as if they were stated herein.
(l) Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, sent to the e-mail address provided or if deposited to Australia Post by regular mail. If such notice or demand is served personally or by e-mail, notice shall be deemed constructively made at the time of such service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit to Australia Post addressed to the party to whom such notice, demand or other communication is to be given as provided by the parties.
The Distributor agrees that all information on the registration form is true and that the Distributor has full authorization to open the account. If registering on behalf of another party, you have full authorization to register and agree to terms and conditions on behalf of the registrant. Your account information and IP address will be recorded for future reference.
The PFP is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. The PFP is a free gift apon purchase of our Sapphire and is NEVER to be sold. Without limiting the foregoing, our program is not available to children (persons under the age of 16) or temporarily or indefinitely suspended DE members.
By clicking on the JOIN PFP icon, the Distributor acknowledges that it will be treated as if it were a true signature on a legal binding document, and means that the Distributor has read this agreement and agrees to all the terms and conditions set out therein. The Distributor’s IP address with a date and time stamp will be recorded at time of registration for future confirmation of activities preformed by the Distributor on the DE web site.
PLEASE READ THIS CAREFULLY! Never give out access to your email account or your password to your DE business. This information should be protected and kept confidential at all times. DE will not be responsible for any damages or financial losses if your account gets Hacked, Taken Over or Hijacked. When setting a password make sure it as at least 8-12 characters and mixed with letters and numbers. DO NOT use dictionary based words for your password. Your password can only be recovered automatically and gets sent to the email address used for your business.
Privacy Policy
This Privacy Policy has been published to provide a clear and concise outline of how and when personal information is collected, disclosed, used, stored and otherwise handled by Diamond Evolution and its related companies ("Diamond Evolution "). The Policy relates to personal information collected by any means and by any technology.
Diamond Evolution treats the handling of your personal information very seriously. To that end, Diamond Evolution has systems and procedures in place to protect your privacy in relation to the handling of your personal information.
Diamond Evolution abides by the National Privacy Principles, which provide a scheme in relation to the collection, disclosure, use and storage of personal information. Diamond Evolution’s objective is to handle information responsibly and provide you with some control over the way information about you is handled.
The Privacy Act provides for exemptions:
1. in relation to employee records (being records relating to a current or former employment relationship between Diamond Evolution and the individual); and
2. from coverage in relation to the journalism activities of Diamond Evolution.
Diamond Evolution is not required to comply with the National Privacy Principles when dealing with employee records or personal information collected in the course of its Internet activities.
1. Collection of Personal Information
Personal information is information or opinion from which an individual's identity may be ascertained. The nature of personal information collected by Diamond Evolution generally comprises an individual's name and contact details (including address, phone, fax and e-mail). Such personal information is collected for the purposes of arranging, conducting and promoting Diamond Evolution's Internet activities.
Diamond Evolution also collects other types of personal information from time to time (e.g. credit information and drivers license details), and will inform you upon collecting such information the purpose for which it is being collected.
Diamond Evolution does not collect personal information unless it is necessary for Diamond Evolution to perform one or more of its functions and activities. On occasion, some of this personal information may be sensitive and Diamond Evolution will only collect it with your consent or when required to by law.
Diamond Evolution will destroy personal information when it is no longer required for such functions and activities.
Diamond Evolution will generally collect personal information from you directly. For example, Diamond Evolution may collect personal information via telephone or letter, or when you attend a function or event, enter a competition, provide a resume or enter an agreement.
There may be other occasions when Diamond Evolution needs to source personal information from an external third party. For example, Diamond Evolution may collect personal information from credit agencies when establishing a credit account. Diamond Evolution may also collect personal information regarding potential agents or employees from recruitment agencies. Diamond Evolution may also collect personal information from call centers involved in running competitions for Diamond Evolution.
2. Use & Disclosure of Personal Information
Personal information provided to Diamond Evolution may be shared with related companies within the Network, where it will be kept strictly confidential and will only be disclosed on a need to know basis.
Diamond Evolution will use and disclose your personal information for the purpose for which the personal information was initially collected.
Diamond Evolution may also use that personal information for a purpose related to the initial purpose of collection if that other purpose would be within your reasonable expectations. Related purposes might include internal auditing and administration, adding your name to a contact list, guest list or invitation list or helping us to identify production and Internet broadcast activities, which may be of benefit or interest to you.
Diamond Evolution will not use or disclose your personal information for any other purposes without first obtaining your express or implied consent. Diamond Evolution may however be required to disclose your personal information without your consent if the disclosure is:
1. required or authorized by law;
2. required in order to investigate an unlawful activity;
3. required by an enforcement body for investigative activities; or
4. necessary to prevent a serious and imminent threat to a person's life, health or safety, or to public health or safety.
Generally, Diamond Evolution will retain your personal information within HK and not use or disclose it overseas. However, on some occasions the information may need to be transferred overseas in order to perform one of the Network's functions or activities. In these circumstances, Diamond Evolution will either obtain your express or implied consent or will use its best endeavors to ensure that your personal information will receive protection similar to that which it would have if the information were in HK. Either way by joining the free Diamond Evolution program you consent to any or all purposes that Diamond Evolution decides to use your personal information.
3. Direct marketing
From time to time Diamond Evolution may use your personal information to identify Internet and Internet broadcasting activities, which may be of interest to you to send you information regarding Diamond Evolution’s programs and products, and those available through Diamond Evolution’s business partners.
If you do not wish to receive direct marketing information, please let Diamond Evolution know. Diamond Evolution will take immediate steps to ensure that you do not receive any direct marketing information in future.
4. Personal Information Quality
Diamond Evolution's objective is to ensure that all personal information collected by Diamond Evolution is accurate, complete and up-to-date. To assist Diamond Evolution in achieving its objective, please contact the Privacy Officer if any of your details change. Further, if you believe that the information Diamond Evolution holds is not accurate, complete or up-to-date, please contact the Privacy Officer in order to have the information corrected.
5. Personal Information Security
Diamond Evolution is committed to keeping your personal information secure, and we will take all reasonable precautions to protect your personal information from unauthorized access, loss, misuse or alteration.
Your personal information may be stored in hard copy documents, or electronically in Diamond Evolution‘s software or on servers.
Diamond Evolution maintains physical security over its paper and electronic data stores, such as locks and security systems. Diamond Evolution also maintains computer and network security using passwords to control and restrict access to authorized staff for approved purposes. Where information is particularly sensitive, the information is overwritten and then manually deleted.
6. Access To Personal Information
You may request access to the personal information that Diamond Evolution holds about you.
The procedure for gaining access is as follows:
1. All requests for access to your personal information must be made in writing and addressed to the Privacy Officer.
2. You must provide as much detail as possible regarding the business entity; department or person to whom you believe your personal information has been provided, and when. This will allow Diamond Evolution to process your request faster.
3. Diamond Evolution will acknowledge your request within 14 days, and access will usually be granted within 14 days, or if it is more complicated, 30 days. Diamond Evolution will inform you if this timeframe is not achievable.
4. You will be asked to verify your identity.
5. A fee may apply to such access in the event that a request for access is onerous or time consuming. Such a fee will cover staff costs involved in locating and collating information, and reproduction costs.
6. Depending on the circumstances, you may be forwarded the information by mail or email, or you may be required to personally inspect your records at the appropriate place.
7. You will be given the opportunity to correct any personal information, which is no longer accurate.
In some circumstances, Diamond Evolution may not be in a position to provide access. Such circumstances include where:
1. access would create a serious threat to safety;
2. providing access will have an unreasonable impact upon the privacy of other individuals;
3. denying access is required or authorized by law;
4. the request is frivolous;
5. legal proceedings are underway;
6. negotiations may be prejudiced by such access; or
7. access would reveal a commercially sensitive decision making process.
If Diamond Evolution denies access to your personal information, it will provide you with reasons in writing.
6. Changes To This Policy
Diamond Evolution may change this Policy from time to time for any reason and will update the Policy accordingly.
7. Complaints
If you believe that your privacy has been infringed you are entitled to complain. All complaints should initially be in writing and directed to the Privacy Officer. Diamond Evolution will respond to your complaint as soon as possible, within 14 working days, to let you know who is responsible for managing your query. Diamond Evolution will try to resolve the complaint within 30 working days. When this is not possible Diamond Evolution will contact you to provide an estimate of how long it will take to handle the complaint.
8. Privacy Officer's Contact Details
Please address all written correspondence to:
Privacy Officer, c/- Legal Department Diamond Evolution Email: legals@diamondevolution.net
