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Policies & Procedures

True Social Ltd
Policies & Procedures

1. The Agreement. These Policies & Procedures govern the relationship between you, as a True Social Limited Independent Partner (commonly known as a Truly Collection Independent Licencee Partner), and True Social Limited (trading as The Truly Collection), (hereafter “Truly Collection” or the “Company”). These Policies & Procedures, together with the Truly Collection Independent Partner Agreement make up the Agreement between you and Truly Collection. Therefore, as used in this document, the term “Agreement” collectively refers to these Policies & Procedures, the Truly Collection Independent Partner Agreement in their current form, and as may be amended in the future at the Company’s discretion. Truly Collection Independent Partners shall be referred to herein as “Truly Partners.” Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.

2. Independent Contractor Status. Truly Partners are independent contractors and not employees, partners, legal representatives, or franchisees of Truly Collection. Truly Partners are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses.

3. In all written, graphic, or digital material used for Truly Collection business purposes, Truly Partners must represent themselves as a “Truly Collection Independent Partner.” In verbal conversations with prospective Partners and customers, Partners must introduce themselves as an “Truly Collection Independent Licenced Partner.” Truly Partners shall not lead anyone to believe that they are employees of Truly Collection.

4. Income Taxes. As an independent contractor, you are personally liable for any taxes and duties required by law, including income tax, national insurance contributions and the proper collection and payment of VAT on sales and bonuses and shall keep all such proper records as are necessary to ensure the proper assessment and payment of any such taxes or duties. Truly Partners are not treated as employees of the company for tax purposes or employment laws, and acknowledge and agree that the company is not responsible for withholding and shall not withhold or deduct from bonuses a tax of any kind, unless such withholding becomes legally required.

5. Sales Tax. Truly Collection is legally required to charge value added tax (VAT) on its sales to its Independent Partners. Truly Partners whose annual turnover are required to register for VAT and will then charge VAT on their own products and sales but should be eligible to reclaim the VAT which they have paid on products purchased from the company. Truly Partners are responsible for determining whether or not they are required to register for VAT and, if so, registering and complying with all applicable VAT requirements.

6. Sole Proprietorships / Assumed Names – No Business Entities. Except as otherwise provided in Section 50 regarding inheritance of a deceased Partner’s business by multiple heirs, business entities (e.g., corporations, limited liability companies, trusts, and partnerships) may not enrol as Truly Collection Independent Partner. Notwithstanding the foregoing, an individual who wishes to operate his or her independent Truly Collection business under an assumed business name or as a sole proprietorship may do so and married couples may jointly operate an independent Truly Collection business.

7. Adherence to the Agreement. Truly Partners must comply with the Agreement. You must review the Policies & Procedures within five days of the date on which you execute this Agreement. If you do not agree to the Policies & Procedures, your sole recourse is to notify the Company and cancel the Agreement. Failure to cancel constitutes your acceptance of the Policies & Procedures. If at any time you would like to review the Procedures and Policies, they are posted in your Partner Back-Office.

8. Amendments to the Agreement. The Company reserves the right to make any amendments or modifications to the agreement, upon thirty (30) days prior written notice in company publications, by separate mailing, or through online publications on the company website(s), provided that the company shall give at least thirty (30) days advance written notice of any change in the financial obligations of the Independent partner. Partners agree that thirty (30) days after publication of that notice, any amendment or modification becomes effective and is automatically incorporated into the agreement, between the Company and its Independent Partners, as an effective and binding provision. By continuing to act as a Truly Independent Partner, or engaging in any distributorship activity, including purchasing products, after the amendments or modifications have become effective, a Truly Partner acknowledges acceptance of the new Agreement.

9. No Purchase or Payment Required. No purchase, payment, or investment is necessary to become a Partner or to renew the Partner Agreement.

10. Partners’ Rights. Partners:

  • Have the right to sell, and solicit orders for, Truly Collection products in accordance with these Policies & Procedures. It is within the exclusive right of Truly Collection to accept or reject orders submitted by Partners.
  • Have the right to enrol customers in the Truly Collection Subscription (autoship) Programme.

11. Assignment of Rights and Delegation of Duties. Truly Partners may not assign any rights under the Agreement without the prior written consent of Truly Collection. Any attempt to transfer or assign the Agreement without the express written consent of the company renders the Agreement voidable at the option of Truly Collection and may result in termination of the Agreement.

If all or substantially all of the assets of Truly Collection, or a controlling ownership interest in Truly Collection, is transferred to a third party, Truly Collection may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer.

12. Waiver. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorised agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

13. Waiver of Right of Publicity. Partners grant Truly Collection an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Truly Partners waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.

14. Minimum Age. Persons under age 18 may not be Truly Partners and no Partner shall knowingly recruit or sponsor/enrol, any person under age 18.

15. Severability. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of a Truly Partner against Truly Collection shall not constitute a defence to Truly Collection’s enforcement of any term or provision of the Agreement.

16. Term and Renewal of the Agreement. The term of the Agreement is one year from the date of enrolment and shall automatically renew on each anniversary of such date unless the Agreement has been previously terminated as provided at Section 51.

True Social Limited reserves the right to elect not to renew a Partner’s Agreement at its option upon 60 days’ prior written notice. A Partner may cancel the Agreement at any time and for any reason: n. Notice of cancellation must be submitted in writing to the company at its principal business address or via the Partner’s Back-Office.

Truly Collection reserves the right to terminate all Partner Agreements upon 60 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels.

17. General Conduct. Truly Partners shall safeguard and promote the good reputation of Truly Collection and its products, and must avoid all illegal, deceptive, misleading, unethical, or immoral conduct or practices. Truly Partners agree that they shall exhibit high moral character in their personal and professional conduct. Truly Partners shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, and the following list is not a limitation on the standards of conduct to which Truly Partners must adhere pursuant to this section, the following standards specifically apply to Truly Partners’ activities:

  • Deceptive conduct is always prohibited. Truly Partners must ensure that their statements are truthful, fair, accurate, and are not misleading.
  • If the Agreement is cancelled for any reason, the Truly Partner must immediately discontinue using the Truly Collection name, and all other Truly Collection intellectual property, and all derivatives of such intellectual property, in postings on all Social Media, websites, or other promotional material.
  • Truly Partners may not represent or imply that any state or federal government official, agency, or body has approved or endorses Truly Collection, its Programme, or products.
  • Truly Partners must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in their business or their personal lives that, in the Company’s sole discretion, could damage the Company’s reputation or the culture that exists within the field sales force.

18. Social Media. In addition to meeting all other requirements specified in these Policies & Procedures, should a Partner utilise any form of social media in connection with their Truly Collection business, including but not limited to blogs, Facebook, Twitter, Instagram, LinkedIn, YouTube, or Pinterest, the Truly Partner agrees to each of the following:

  • Truly Partners are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media account that they own, operate, or control.
  • Truly Partners are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media account that they own, operate, or control.
  • Truly Partners shall not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, national origin, creed, religion, gender, gender identity, sexual orientation, physical or mental disability, or otherwise), is graphically violent, is solicitous of any unlawful behaviour, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.
  • No product sales may occur on or through any social media site. To process sales, a social media posting must link only to the Truly Partner’s Affiliate Page, Truly Collection corporate website or an official Truly Collection corporate social media page.
  • It is each Truly Partner’s responsibility to follow the social media site’s terms of use.
  • Partners shall respect the privacy of other social media users. Partners shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming, or bullying others.

19. Partner Websites and Mobile Apps. Truly Partners may not create their own websites or mobile applications to promote their Truly Collection business or Truly Collection’s products and services. Nor may Truly Partners use any non- Truly Collection website to sell or promote the sale of Truly Collection products or services. Prohibited websites and online forums include, but are not limited to, Partners’ personal websites, other non- True Social Limited websites, online retailers (e.g., Amazon), online auctions (e.g., eBay), classified listings websites (e.g., Craigslist), and social media sites (e.g., Facebook Marketplace and others). True Social Limited products may only be sold or promoted, and new True Social Limited Partners or Subscription Programme customers may be enroled only, at: (i) the official True Social Limited website, (ii) True Social Limited -supplied Affiliate Pages, and (iii) official True Social Limited mobile apps (if applicable).

20. No Partner-Produced Sales Tools Permitted. Truly Partners must use only Truly Collection produced or approved sales aids, advertising, promotional materials, and marketing methods (collectively “Sales Tools”) when promoting the Truly Collection business or products or services. These materials are available in the Truly Partner Back-Office. Truly Partners may not develop or produce their own Sales Tools for the promotion of the Truly Collection business or Truly Collection products and services. Nor may Truly Partners use any third party produced Sales Tools for such purposes unless such third-party Sales Tools are officially endorsed/approved by the Company.

21. Trademarks and Copyrights. The name “Truly Collection” and other names and logos as may be adopted by the Company are proprietary trade names, trademarks, and service marks of Truly Collection/True Social Limited. The Company grants Truly Partners a limited license to use its trademarks and trade names in promotional media for so long as the Truly Partner’s Agreement is in effect. Upon cancellation of a Truly Partner’s Agreement for any reason, the license shall immediately expire, and the Truly Partner shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may a Truly Partner use any of Truly Collection’s trademarks or trade names in any email address, website domain name, social media handle, social media name or address, or in any unapproved Sales Tools.

Truly Collection regularly produces live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Partners, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Partners may not record company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.

In addition, Company produced Sales Tools, videos, audios, podcasts, and printed material are also copyrighted. Truly Partners shall not copy or make derivatives of any such materials for their personal or business use without the Company’s prior written approval.

22. Service-Related Establishments. Truly Partners may promote and sell Truly Collection products in service-related establishments. A service-related establishment is a business establishment whose primary revenue is earned by providing personal service rather than by selling products. Such establishments include offices of doctors, dentists, and other health professionals; health clubs or fitness centres; beauty and nail salons; and any other business where customer use of the establishment is controlled by membership or appointment. Truly Collection reserves the right to make the final determination as to whether an establishment is service-related or is a proper place for the sale of its products.

23. Product Claims. Truly Partners must not make claims, including but not limited to testimonials, about Truly Collection’s products or services that are not consistent with the claims contained in official Truly Collection literature or posted on Truly Collection’s official website. Under no circumstances shall any Partner state or imply that any Truly Collection product is useful in the diagnosis, treatment, cure, or prevention of any disease, illness, injury, or other medical condition.

24. Income Claims. When presenting or discussing the Truly Collection opportunity to a prospective Truly Partner, Truly Partners may not make income projections, income claims, income testimonials, or disclose their Truly Collection income (including, but not limited to, the showing of cheques, copies of cheques, bank statements, or tax records), or the income of any other Truly Collection Truly Partner. Nor may Truly Partners make lifestyle income claims. A lifestyle income claim is a statement or depiction that infers or states that the Partner is able to enjoy a luxurious or successful lifestyle due to the income they earn from their Truly Collection business. Examples of prohibited lifestyle claims include, but are not limited to, the following types of representations:

  • That a Truly Partner (or his/her spouse) was able to quit his/her job.
  • That a Truly Partner was able to replace his/her income from a job.
  • That a Truly Partner was able to pay for a child’s private school or college education due to his/her True Social Limited earnings.
  • That a Truly Partner was able to acquire expensive or luxury material possessions (e.g., homes, cars, jewellery, boats, recreational vehicles, etc.).
  • That because of his/her Truly Collection earnings a Truly Partner was able to travel to exotic or expensive destinations.

The foregoing income claims restrictions apply to in-person presentations as well as promotional materials distributed by a Partner including social media postings.

25. Media Enquiries. Truly Partners must not interact with the media regarding the Truly Collection business or products. All enquiries from the media, including radio, television, print, online, or any other medium, shall be directed to the Truly Collection marketing department.

26. Confidential Information. “Confidential Information” includes, but is not limited to, the identities, contact information, and/or sales information relating to Truly Collection Partners and/or customers: (a) that is contained in or derived from any Partners’ respective Partner Back-Office; (b) that is derived from any reports issued by Truly Collection to Truly Partners to assist them in operating and managing their Truly Collection business and/or (c) to which a Truly Partner would not have access or would not have acquired but for his/her affiliation with Truly Collection. Confidential Information constitutes proprietary business trade secrets belonging exclusively to Truly Collection and is provided to Truly Partners in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Partner’s use in building and managing his/her Independent Truly Collection business.

27. Actions of Third Parties. If a third party acting on behalf of, or with the active or passive assistance or knowledge of a Truly Partner engages in conduct that would be a violation of the Agreement, the conduct of the third-party may be imputed to the Truly Partner. “Knowledge” of misconduct is not limited to actual knowledge. If a Truly Partner engages in acts or omissions that the Truly Partner knows or SHOULD KNOW will enable a third party to violate this Agreement if such action was taken by the Truly Partner, the Truly Partner shall be deemed to have knowledge of the violation.

28. Tampering with Product Packaging. Truly Collection products must be sold in their original packaging. Truly Partners shall not alter the original packaging or labelling of products that they are selling to their personal retail customers.

29. Negative Comments/Non-disparagement. Negative comments in the field serve only to sour the enthusiasm of other Truly Partners. Therefore, Truly Partners must not disparage, libel, slander, demean, or make negative or critical comments to third parties or other Truly Partners about Truly Collection, its owners, officers, directors, management, employees, other Truly Partners. Disputes or disagreements between any Partner and Truly Collection shall be resolved through the dispute resolution process, and the Company and Truly Partners agree specifically not to demean, discredit, or criticise one another on the Internet or any other forum, public or private. Complaints and concerns about Truly Collection should be directed to the Customer Service Department at support@trulycollection.com

30. Transaction Submission Integrity. It is essential to the success of the Company, its Partners, and customers, that submissions of transactions to the Company maintain integrity of communication. It is to be expected that all transactions submissions to the Company, including, but not limited to, Partner applications and enrolments, Partner communications, Partner financial transactions, and customer transactions, be submitted by the individual or entity involved in the transaction. Third party submission of any and all transactions submissions is prohibited. A Partner may not communicate any transactions submissions on behalf of another Partner, Partner applicant, or customer. A Partner may not use his or her credit card or bank account on behalf of another individual or Partner. This rule is applicable to any and all forms of transactions submissions, including, but not limited to, online, telephone, fax, email, etc.

31. Satisfaction Promise/Product Return Policies. If for any reason a Truly Collection product that you purchase for your own personal use does not meet your expectations, you may contact the Customer Service Department at support@trulycollection.com within 30 days of the date of purchase to request a replacement, exchange, or refund, subject to the following rules.

  • Exchange Due to Manufacturer’s Defect or Missing Item. If you wish to exchange an item due to damage, a manufacturer’s defect, or a missing item, the exchange item will be shipped to you at no cost to you as long as the item is shipped to the same address as the original item. Additional charges may apply if you request that the exchange or replacement item is shipped to a different address.
  • Exchange Not Due to Manufacturer’s Defect or Missing Item. If you wish to exchange an item for another item and the original item is not damaged or defective, you will be responsible for the payment of any differences in product prices as well as shipping costs to return the original item to us. In addition, you will be charged the shipping costs to send the exchange item to you. No exchange will be made for products that are not in good and resalable condition, not in their original packaging, or that were otherwise designated by us at the time of sale as nonreturnable, discontinued, or seasonal.
  • Refund Not Due to Manufacturer’s Defect or Missing Item. If you wish to receive a refund for a product under this policy, we may require you to return the item to us. In that event, you will be responsible for the payment of any shipping costs to return the original item to us. Upon our timely receipt of the returned item (if required) a refund of the purchase price (less shipping costs) will be issued to you. Items designated by us at the time of sale as nonreturnable, discontinued, or seasonal are not eligible for a refund under this policy. Nor are business supplies, Sales Tools, or Starter Kits.
  • Sales Receipt Required. If you do not have your original sales receipt, we reserve the right to refuse to honour your product replacement, exchange, or refund request.
  • Product Credit. We reserve the right to issue product credit to you in lieu of your replacement, exchange, or refund request at our discretion if the conditions set forth in this Product Return Policy are not met by you. If you return an item that was purchased using product credit, upon approval, the credit will be reissued. The original product credit expiration date will be extended by 15 days.
  • Customer Returns. Note that the foregoing Satisfaction Promise and Product Return Policies are applicable to products that customers purchase as well, including products purchased via the Subscription Programme.

Questions. If you have any questions about product returns, discrepancies, back-ordered items or anything else concerning the above Satisfaction Promise/Product Return Policies, please contact the Customer Service Department support@trulycollection.com

32. Return of Merchandise and Sales Aids by Partners Upon Cancellation or Termination. Within 30 days from the cancellation or termination of a Partner’s Agreement, the Partner may return products and Sales Tools that he or she personally purchased from Truly Collection during the 12-month period preceding the date of cancellation or termination for a refund so long as the goods are in currently marketable condition. Upon the Company’s timely receipt of returned goods and confirmation that they are in currently marketable condition, the Partner will be reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. Goods are in “currently marketable condition” if they are unopened and unused and packaging and labelling has not been altered or damaged. Merchandise that is clearly identified at the time of sale as nonreturnable, closeout, discontinued, or as a seasonal item, or which has passed it commercially reasonable usable or shelf-life, is not in currently marketable condition.

33. Compliance Measures / Disciplinary Sanctions. Violation of any term of the Agreement, violation of any common law duty, including, but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Truly Partner that the Company reasonably believes may damage its reputation or goodwill (such damaging act or omission need not be related to the Truly Partner’s business), may result, at Truly Collection discretion, in one or more of the following corrective measures:

  • Issuance of a written warning;
  • A requirement that the Truly Partner to take immediate corrective measures;
  • Truly Collection may withhold from a Truly Partner all or part of the Partner’s bonuses and commissions during the period that Truly Collection is investigating any conduct allegedly in violation of the Agreement. If a Partner’s business is cancelled for disciplinary reasons, the Partner will not be entitled to recover any commissions withheld during the investigation period;
  • Suspension and/or termination of the offending Truly Partner’s Affiliate Page and/or Back-Office access;
  • Suspension of the individual’s Partner Agreement and independent True Social Limited business for one or more pay periods (without pay);
  • Involuntary termination of the offender’s Partner Agreement; or
  • Any other measure expressly allowed within any provision of the Agreement or which Truly Collection deems appropriate to address the misconduct or appropriate to equitably resolve injuries caused partially or exclusively by the Partner’s policy violation or contractual breach.
  • In situations deemed appropriate by Truly Collection, the Company may institute legal proceedings for monetary and/or equitable relief, subject to the Dispute Resolution Policy at Section 59.

34. Cancellation or Termination of the Agreement

  • Voluntary Cancellation. A participant in this network-marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address or by cancelling his/her business through the Partner Back-Office. The written notice must include the Partner’s signature, printed name, address, and Partner I.D. Number.
  • Involuntary Cancellation. Violation of any term of the Agreement, violation of any common law duty, including, but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Partner that the Company reasonably believes may damage its reputation or goodwill (such damaging act or omission need not be related to the Partner’s True Social Limited business), may result, at Truly Collection’s discretion, in the termination of this Agreement as provided in Section 49.

35. Indemnification. Each Truly Partner agrees to indemnify Truly Collection for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Truly Collection incurs resulting from or relating to any act or omission by the Truly Partner that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Truly Collection may elect to exercise its indemnification rights through withholding any compensation due the Partner. This right of set off shall not constitute Truly Collection’s exclusive means of recovering or collecting funds due Truly Collection pursuant to its right to indemnification.

36. Business Transfers. Truly Partners in good standing who wish to sell or transfer their business must receive Truly Collection’s prior written approval before the business may be transferred. A business that is on disciplinary probation, suspension, or under disciplinary investigation is not in good standing and may not be transferred unless and until the disciplinary matter is resolved. Requests to transfer a business must be submitted in writing to the Compliance Department support@trulycollection.com. The request to transfer will be denied if the business is not in good standing or if there is another reasonable reason for denying the request. Prior to transferring a business to a third party, the Truly Partner must offer Truly Collection the right of first refusal to purchase the business on the same terms as negotiated with a third party. The Company shall have 30 days to exercise its right of first refusal. A Truly Partner who has transferred his or her independent Truly Collection business to a third party must wait a minimum of six (6) months from the date of the transfer before re-enrolling as a Truly Partner.

37. Transfer Upon a Partner’s Death. Upon the death of a Truly Partner, the Truly Partner’s Truly Collection business may be passed to his/her heirs. The beneficiary or transferee of the business must notify Truly Collection of their intention to receive the transfer of the business within six (6) months of the date of death. If Truly Collection receives no such notification within such time period, the Agreement shall be automatically cancelled. Prior to the actual transfer of the business, the beneficiary or transferee must provide Truly Collection with certified letters testamentary or letters of administration and written instructions of the executor of the estate, or an order of the court, that provides direction on the proper disposition of the business. The beneficiary must also execute and submit to the Company a Truly Collection Partner Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or transferee, or the Agreement will be cancelled. Because Truly Collection cannot divide commissions among multiple beneficiaries or transferees, if there are multiple beneficiaries or transferees of the business, the beneficiaries or transferees must form a business entity (corporation, Ltd, partnership, etc.) and submit a Truly Collection Partner Agreement in the name of the business entity. Upon the completion of these requirements, Truly Collection will transfer the business and issue commissions to the individual beneficiary or business entity. During the pendency of the actual transfer of the business, commission and bonus payments (if any are earned) will be issued in the name of the estate of the deceased Truly Partner.

38. Divorce of a Partner. Truly Collection is not able to divide commissions among multiple parties. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. Truly Collection will recognise as the owner of the business the former spouse to whom the business is awarded pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the Truly Collection business must also execute and submit a Truly Collection Partner Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled.

39. Inducing Truly Partners to Violate the Agreement. Partners shall not directly or indirectly induce, encourage, or assist another Partner to violate the Agreement.

40. Reporting Errors. If a Truly Partner believes that Truly Collection has made an error in his/her compensation, or any other error that impacts the Partner’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While Truly Collection 10 shall use its best efforts to correct errors reported more than 60 days after the date of the error, Truly Collection shall not be responsible to make changes or remunerate Truly Partners for losses for mistakes that are reported more than 60 days after the mistake occurs.

41. International Activities. Truly Partners may not sell Truly Collection products or conduct business activities of any nature in any foreign country that the Company has not announced is officially open for business.

42. Dispute Resolution. In the event of any dispute, claim, question, or disagreement, or which arises from or relates to the Agreement or the breach thereof, including any question regarding its existence, validity or termination of the Contract, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognising their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be in London, England, and the language to be used in the arbitral proceedings shall be English. This agreement to arbitrate shall survive any termination or expiration of the Contract. Notwithstanding this arbitration provision, nothing herein shall prevent True Social Limited from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary restraining order, preliminary injunction, permanent injunction, or other relief available to safeguard and protect True Social Limited’s interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

43. Litigation and Claims. In order to protect Truly Collection, its assets, and its reputation from claims or disputes created by outside (non- Independent Partner) third parties, the Company requires that if any Independent Partner is charged with any infringement of any proprietary right of any outside third party (who is not an Independent Partner) arising from any of the Company’s proprietary assets, or if the Independent Partner becomes the subject of any claim or suit related to that Independent Partner’s business-related conduct or any other action that directly or indirectly negatively affects or puts the Company, its reputation, or any of its tangible or intangible assets at risk, the affected Independent Partner shall immediately notify the Company. The Company may, at it’s own expense and upon reasonable notice, take whatever action it deems necessary (including, but not limited to, controlling any litigation or settlement discussion related there to) to protect itself, its reputation, and its tangible and intangible property. The Independent Partner shall take no action related to that claim and suit, unless the Company consents, which consent shall not unreasonably be withheld.

44. Limitations. Independent Partners agree that, notwithstanding any statute of limitation to the contrary, any claim or action an Independent Partner may wish to bring against True Social Limited for any act or omission relating to the Contract must be brought within one (1) year from the date of the alleged act or omission giving rise to the claim or cause of action. Failure to bring such action within the permitted time shall act as a bar against all claims against True Social Limited for such act or omission. The Independent Partner waives any and all claims or rights to have any other statute of limitation apply.

45. Governing Law. The governing law of the contract shall be the substantive law of England.

46. Limitation of Liability. The Parties agree that the following provisions apply and will survive any termination of the Contract.

  • A. No Representation or Warranties. Except as provided in this Policy Manual, True Social Limited makes no express or implied representations or warranties with respect to the True Social Limited’s products to be provided hereunder or their condition, merchantability, fitness for any particular purpose or use by Independent Partners.
  • B. Limitation on Damages. To the fullest extent allowable by English law, the Parties make the following agreements with respect to any claims for damages against the Company its members, managers, directors, officers, shareholders, employees, assigns, and agents, regardless of the form of such claim (whether in tort, contract, or other):
    • The Company its members, managers, directors, officers, shareholders, employees, assigns, or agents will not be liable to Independent Partners for any special, indirect, incidental, punitive or consequential damages, including lost profits. This limitation applies to, but is not necessarily limited to, claims arising from or related to the operation of the Independent Partners distributorship as well as any purchase or use of Truly Collection products.
    • Notwithstanding any statute of limitation to the contrary, the Company its members, managers, directors, officers, shareholders, employees, assigns, or agents will not be liable for any damages (regardless of their nature) for any delay or failure by the Company to perform its obligations under the Contract due to any cause beyond its reasonable control.
    • Notwithstanding any other provision of the Contract, the Company, its members, managers, directors, officers, shareholders, employees, assigns, or agents will not be liable to an Independent Partner for any damages in excess of the total amount of money the Company actually received from the Independent Partner pursuant to the terms of the Contract.
  • C. Indemnification. Truly Independent Partner agrees to release and indemnify Truly Collection from any and all liability, damages, fines, penalties, or other awards or settlements arising from, or relating to Independent Partner’s actions in the promotion or operation of Independent Partner’s independent business and any activities related to it (for example, but not limited to, the presentation of Truly Collection products, the operations of a motor vehicle, the lease of meeting or training facilities, the making of any unauthorised claims, the failure to comply with any applicable federal, state, or municipal law or regulation, etc.).
  • D. The Company does not limit or exclude its liability for death or personal injury caused by its negligence or any other liability which may not be lawfully excluded or limited and all provisions of this Contract are subject to this paragraph D.

Data Protection: As self-employed independent contractors, Partners are the data controller for any personal data, including customer personal data, they process in the course of their business activities as Partner. Partners are responsible to ensure that such personal data are processed, stored and disposed of fully in accordance with applicable data protection laws, including the EU General Data Protection Regulation 2016/679. This entails, amongst others, the responsibility:

  • to perform all of their obligations under applicable data protection laws, including data security and confidentiality obligations;
  • to ensure that data subjects are provided with appropriate information regarding the processing of their personal data, including the sharing of their personal data with the Company;
  • to ensure that they have a legal basis for the processing of personal data, including the sharing of personal data with the Company and obtain the data subjects’ consent for the processing of their personal data, if required by applicable data protection laws;
  • to ensure that data subjects can exercise the data protection rights granted to them under applicable data protection laws;
  • to enter into a written agreement with data processors they rely on to process personal data on their behalf, in accordance with applicable data protection laws;
  • to implement appropriate technical and organisational measures to ensure and to be able to demonstrate that the processing is performed in accordance with applicable data protection laws;
  • to notify the Company, immediately, of any actual or suspected data breach affecting personal data processed by Partners in connection with their activities as Partner;
  • to cooperate fully with the Company in all reasonable and lawful efforts to prevent, mitigate or rectify such personal data breach; and
  • for implementing and providing adequate protection in the event of transfer of personal data to countries located outside de the EEA, as required under applicable data protection laws.

 

  • B. Partner Lists. Lists of Partners and all contacts generated therefrom (“Lists”) are the confidential property of True Social Limited which is the data controller for the processing of the personal data in such lists. The company has derived, compiled, configured, and currently maintains the Lists through the expenditure of considerable time, effort, and monetary resources. The Lists in their present and future forms constitute commercially advantageous assets and trade secrets of the Company. The right to disclose Lists and other Partner information maintained by the Company is expressly reserved by the Company and may be denied at the Company’s discretion.
  • C. Confidentiality of Lists. Partners obtaining access to Lists agree to the confidentiality and proprietary nature of those mailing lists and that any use of those lists or contacts generated therefrom, except for the sole purpose of furthering the Company’s business, is expressly forbidden. They also agree that the information is the property of the Company and any materials offered to the Partners which make any reference to the Company or its Programmes may be done so only with the prior written consent of the Company for each separate offer.
  • D. Specific Lists. The Company provides a uniquely tailored portion of the Lists to Partners (hereinafter in the context of Lists, the “Recipient”). Each portion of the provided List contains only information specific to the Recipient’s level and his or her own downline Organisation.
  • E. Limitations on Use. These Lists are provided for the limited use of the Recipient solely to facilitate the training, support, and servicing of the Recipient’s Downline Organisation for furtherance of the Company-related business only. Each Recipient agrees that each use, within its intended scope, constitutes a separate exclusive license agreement between the Recipient and the Company.
  • F. Lists Belong to Company. These Lists remain, at all times, the exclusive property of the Company, which may, at any time and in the Company’s sole discretion, reclaim and take possession of the Lists. Accordingly, each Partner agrees:
    • To hold confidential and not disclose any Lists or portion thereof to any third Person, including, but not limited to, existing Truly Partners, competitors, and the general public;
    • To limit use of the Lists to their intended scope of furthering the Partner’s True Social Limited- related business. The Lists may not be used to identify and solicit True Social Limited Partners to other commercial opportunities and activities;
    • That any use or disclosure of the Lists outside of those authorised herein, or for the benefit of any third Person, constitutes misuse, misappropriation, and a violation of the Recipient’s license agreement, which causes irreparable harm to the Company;
    • That, upon any violation under this section, the Recipient stipulates to injunctive relief as an appropriate remedy enjoining that use under applicable national or local laws, and will immediately retrieve and return to the Company all Lists previously provided to the Recipient upon the Company’s request, and that the obligations under this section will survive the termination of the Recipient’s Contract.