Terms and Conditions of Independent Distributor Agreement
Tiens UK Ltd. (in the following “Tiens”)
Tiens’ Independent Distributors
A. As an Independent Distributor, I understand and agree:
1.1 I will promote and sell Tiens various food supplements, wellness, cosmetic and other marketing products and services to ultimate customers by way of direct selling on my own behalf or on behalf of Tiens (as indicated in Tiens’ terms of business relating to particular products and/or services from time to time). Tiens’ specific distribution system is characterised by the fact, that Independent Distributors offer ultimate consumers the products for acquisition by way of personal contacts. In this connection the system is based on Tiens’ Compensation Plan. This Plan regulates the tasks of the Independent Distributors according to their functional position in the organisation which is structured according to the principles of a Multi-Level-Marketing system. Furthermore the Plan regulates the performance criteria which an Independent Distributor must meet in order to reach the individual functional position in the organisation as well as the compensation paid for the successful performance of the contractual tasks.
1.2 I will not sell Tiens products and/or services on the Internet (other than via a Tiens-provided website) or in any public, retail or service establishments. I will not sell Tiens products and/or services for resale by others, or (except with the prior written consent of Tiens) in retail establishments. Tiens’ approval may be revoked at any time in its absolute discretion. I will not sell Tiens products and/or services via auction, whether online or otherwise.
1.3 I will present Tiens products and/or services in a truthful, sincere and honest manner, and I will conduct myself in a manner that reflects the highest standards of integrity and responsibility in keeping with the reputation of Tiens.
1.4 I will not accept orders for purchases which I know to be for unreasonable volumes, for example if the purchaser had no need of the goods, either for his own use or for re-sale within a reasonable period.
1.5 I will make personal or telephone contact with consumers only in a reasonable manner and during reasonable hours, normally not before 8am or after 9pm and I will inform the consumer that the purpose of the visit is to solicit or confirm an order for products and/or services.
1.6 I will demonstrate or sell only Tiens products and/or services. I will not demonstrate or sell any other products and/or services, including any products and/or services made personally by me, as part of my business, at any party or at a Tiens-sponsored event or meeting.
1.7 I will make only such verbal or written product claims with respect to product efficacy as are authorised by Tiens.
1.8 When making an appointment to visit a consumer, I will:
1.8.1 inform the consumer as to the purpose of the visit;
1.8.2 if the visit is not a party plan sales event and is likely to last more than 15 minutes, inform the consumer as to the likely length of the visit;
1.8.3 where products and/or services are intended particularly for the elderly or infirm, check for any vulnerability (lack of understanding etc) that the consumer might have. In such cases, I will use an effective screening system able to identify vulnerable consumers and take all reasonable steps to ensure that the vulnerability is not exploited, even unintentionally.
2. I will protect Tiens’ trademarks and trade name by not reproducing Tiens’ name and/or trademarks or copy any of Tiens’ materials for use in any advertising without the prior written approval of Tiens. I am not allowed to use Tiens’ trademarks or trade names in email- or domain addresses.
3. I am an independent contractor; I am not an employee, partner or franchisee of Tiens. I cannot act on behalf of, represent, or conclude any contracts on behalf of Tiens, save for the collection and transmission of orders for Tiens products and/or services at prices approved by Tiens; I do not have any authority to incur any debt, obligation or liability on behalf of Tiens. It is up to me to decide whether to work at all, and if so, for how many hours. As an independent contractor, I am responsible for paying all national insurance contributions, income taxes, VAT and making all relevant filings and returns required by law; I know that I have to inform Tiens immediately as soon as I become liable to pay VAT. From this point of time onwards Tiens will account and pay the remuneration due plus VAT. I agree to abide by all laws relating to my business. I will be responsible for my conduct in relation to my business with Tiens and will indemnify Tiens as regards any claims against Tiens and/or myself arising out of my conduct. I will maintain adequate insurance against all relevant risks including public liability. I will be responsible to apply for the required trade certificate at my local community authority (if and where applicable).
4. I will present Tiens’ business opportunity in a truthful manner. I will not make any misleading earnings claims. I will accept recruiting responsibilities by ensuring that any prospective recruit is 18 years of age or older.
5. I will submit product orders to Tiens in the manner prescribed by Tiens accompanied by full payment by my personal cheque or other payment method deemed acceptable by Tiens. I understand that all orders are subject to acceptance by Tiens.
6. I understand that information and materials provided to me contain confidential and proprietary information of Tiens. I will not use, disclose or reproduce these materials other than for my business without the prior express written consent of Tiens. During as well as after the term of this Agreement I will keep secret all information at my disposal concerning Tiens, any other members of the Tiens-Group, and the Tiens product range and selling system, if the information is not generally accessible to the public. This obligation includes all data and facts concerning Tiens’ selling organisation.
7. I have no financial obligation during the period of 12 months from the start of this agreement other than to purchase a Starter kit/ pay the registration fee, and to pay for any goods and/or services ordered whether for resale or my own use.
8. I understand that commissions will be paid in accordance with the Compensation Plan and that I must comply with and not be in breach of any of the terms of the Agreement in order to be eligible for payment.
9. Data Protection: I agree, by signing this application form, that Tiens will store and process my personal information provided to Tiens in electronic form or otherwise. I also agree that Tiens may transfer the data to its affiliates and to other persons situated outside the European Economic Area for use by Tiens for business purposes. Personal information includes my name and address, birth date, email address, bank account and other information relating to me may be disclosed to third parties for Tiens’ business purposes unless I notify Tiens that I do not want such information released.
I also agree that such information pertaining to customers belongs to Tiens and that Tiens reserves the right to assure continued service to customers if I cease to be an active Independent Distributor. I will take appropriate steps to protect the security of personal data in my possession.
10. When Independent Distributor expands business in UK market and provides register information, the information of the applicant must be complete, true and correct. The Independent Distributor shall assume responsibilities arising from the use of incorrect or incomplete information. In case of any loss suffered by Tiens, Tiens reserves the right to make claims through legal remedies.
11. In the supply of promotional or training literature (sales aids) in hard copy or electronic form I will:
11.1 utilise only materials that are approved by Tiens or comply with the same standards to which Tiens adheres;
11.2 not make the purchase of such sales aids a requirement for downline direct sellers;
11.3 provide such literature (and any other sales aids) at no more than a reasonable and fair price, equivalent to the price of similar material available generally in the marketplace;
11.4 offer a written return policy that is the same as the return policy of Tiens;
11.5 not require any other direct seller to purchase any sales aids or other materials that are inconsistent with Tiens’ policies and procedures;
11.6 ensure that sales aids and other materials are not misleading or deceptive and are sold only in compliance with the provisions of the DSA Code; and
11.7 not permit the sale of sales aids to be a profit centre for any direct sellers.
11. I cannot transfer or subcontract this agreement or my appointment as an Independent Distributor to any person or entity. As an independent contractor, I am entitled to arrange for such assistance in the conduct of my business as I deem appropriate.
12. I may cancel this Agreement without penalty within fourteen (14) days of entering into it and if I do so I am entitled to recover all monies paid to Tiens in that time upon delivery to TIENS UK LTD, UNIT 1 COLINDALE BUSINESS CENTRE, 126 - 128 COLINDALE AVENUE, LONDON, NW9 5HD, TEL: 020 8200 7788, FAX: 020 8200 7711 products and/or services in a commercially re-saleable condition. Cancellation may be effected by sending a written notice to Tiens at TIENS UK, UNIT 1 COLINDALE BUSINESS CENTRE, 126 - 128 COLINDALE AVENUE, LONDON, NW9 5HD, or via email to firstname.lastname@example.org. Such notice must contain my full name, Independent Distributor number and address.
13. Tiens gives its customers the right to cancel purchases within two weeks of delivery. Notice of this right is printed on the customer order form. Regardless of whether the products are sold by Tiens directly or via the Independent Distributor I am obliged to conform to this rule.
B. Tiens understands and agrees:
1. Independent Distributor will be entitled to earn commission income based on Tiens’ Compensation Plan on sales of Tiens products and/or services to the ultimate consumer.
2. In addition to commissions, Tiens may provide additional awards and privileges to “active” Independent Distributors, as defined from time to time.
3. Tiens will calculate and pay commissions in accordance with the then current Tiens-published commission schedules. Tiens may change commissions, incentive programme rules and active sales requirements at any time with thirty (30) days’ prior written notice to Independent Distributor.
4. Tiens will not impose on Independent Distributor any geographical territories or limits relating to sales and recruiting of Independent Distributors.
5. The Independent Distributor has no financial obligation during the term of this agreement other than to pay for the products and/or services ordered.
1. This agreement is subject to acceptance by Tiens confirmed by its issue of an Independent Distributor number.
2. This agreement is effective for 12 months from the date of acceptance. It may be renewed for an additional term of one year, if all requirements as detailed in the Tiens Compensation Plan have been met and/or after the annual renewal fee is paid by the Independent Distributor.
3. This Agreement is concluded for an indefinite period of time. Each of the parties may terminate the Agreement at the end of any month, by giving 14 days’ notice in writing.
4. The Independent Distributor is prohibited to induce any member of Tiens sales organisation to sell other products or services or otherwise to promote such products or services in addition to or instead of their Tiens business activities. This applies even if the products and services in question do not compete with the Tiens products and services.
5. Regarding delivery methods, if Independent Distributor chooses to pick up the order by himself, he should pick up the products at Tiens’ location within 90 days after the confirmation of order and payment. If the pick-up is not in time, Tiens shall send a pick-up reminder 7 days before the deadline of 90 days. If Independent Distributor changes the delivery method from self pick-up to by shipping, the address should be accurate, valid and must be within UK. In case the total value of the order is over ￡100 and the delivery address is within UK , Tiens shall ship the products at his own cost. In case the total value of the order is less than ￡100, the shipping expenses should be remitted to Tiens within the last 7 days by the Independent Distributor, and Tiens shall ship the product to the valid address designated by Independent Distributor. If Independent Distributor neither pick up the order by himself nor change the delivery method before the deadline of 90 days, or the mail expenses aren’t remitted to Tiens in time in case of total value of order is less than ￡100, or valid address isn’t provided, it shall be regarded that Independent Distributor has automatically given up the ownership of the products, and Tiens is entitled to dispose the products in any way it deems appropriate.
6. Tiens guarantees the quality of its products. In case the Independent Distributor receives any defective products for his business, Tiens pledges to exchange them against products free of defects within 30 days after the Independent Distributor has notified Tiens that he has received the defective product.
7. If any provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
8. Tiens may transfer its contractual position at any time to a successor company which continues the direct selling business of Tiens. The Independent Distributor is only allowed to transfer his contractual position with Tiens’ approval in writing. The tasks and duties of an Independent Distributor have to be rendered in person. This means that the contractual relations end with the death of the Independent Distributor. Nevertheless Tiens may consent to the transfer to an heir if he fulfils the requirements to manage the deceased Independent Distributor position, in Tiens sole discretion.
9. If Independent Distributor terminates this agreement more than 14 days after entering into it or if Tiens terminates this agreement, Independent Distributor:
9.1 shall have no further contractual obligation to Tiens except under provisions which expressly or by implication endure beyond that point, and may cancel any outstanding personal orders and immediately receive a full refund of any prepayment for orders not received.
9.2 may return (at Tiens’ expense) any original, unused, and commercially re-saleable goods purchased from Tiens within 90 days prior to such termination and Tiens will give Independent Distributor a full refund of the VAT inclusive price of such goods less 10% handling charge (which will not be levied if Tiens terminates this agreement), and any diminution in the value of the goods returned to Tiens in a deteriorated or non-merchantable condition provided that such products and/or services were not purchased or acquired in breach of this agreement; and
9.3 may also return (at Tiens’ expense) any original, unused, and commercially re-saleable goods purchased from Tiens more than 90 days but less than one year prior to such termination and Tiens will give Independent Distributor a refund amounting to 90% of the VAT inclusive price of such goods less an amount equal to (i) any commissions, bonuses or other benefits (in cash or in kind) received by the Independent Distributor in respect of those products and/or services, (ii) any amounts due from the Independent Distributor to Tiens on any account, (iii) a reasonable handling charge, (iv) any diminution in the value of the goods returned to Tiens in a deteriorated or non-merchantable condition. Tiens shall be under no such obligation if and to the extent that the products and/or services:
(a) were acquired in breach of this agreement,
(b) are not returned to Tiens in an unused, commercially resalable condition not more than 14 days after termination, or
(c) if the Independent Distributor had been informed that the products and/or services were seasonal, discontinued or special promotion products and/or services which were not to be subject to buy-back.
10. Tiens agrees to provide to the Independent Distributor with every purchase of products and/or services for Independent Distributor’s own use a Notice of the Right to Cancel and that it will abide by the terms therein.
11. These terms and conditions, Tiens’ Policies & Procedures and Compensation Plan, all as may be modified from time to time in writing issued by an authorised Tiens representative (and in no other way) together constitute the entire agreement between the parties concerning its subject matter. Neither party shall have any claim against the other (save for fraud or misrepresentation) except as may arise from breach of the express terms of this agreement. It cannot be altered, modified or changed through any suggestions, advice, guides or sales aids provided by Tiens.
12. This agreement shall be governed by English (UK) Law.
13. Tiens’ address for the return of any products pursuant to the terms above:
TIENS UK LTD, UNIT 1 COLINDALE BUSINESS CENTRE, 126-128 COLINDALE AVENUE, LONDON, NW9 5HD.
[TIENS UK LIMITED]
[Co No. 04252606]
WEBSITE TERMS AND CONDITIONS OF SUPPLY
These Terms will apply to any contract between us for the sale of Products to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site. Please note that before placing an order you will be asked to agree to these Terms.
Please click on the button marked "I Accept" at the end of these Terms if you accept them. If you refuse to accept these Terms, you will not be able to order any Products from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in paragraph 8. Every time you wish to order Products, please check these Terms to ensure you understand the terms, which will apply at that time.
These Terms, and any Contract between us, are only in the English language.
1. INFORMATION ABOUT US
1.1 We operate the website [www.gb.tiens.com]. We are [Tiens UK Limited], a company registered in England and Wales under company number [04252606)] and with our registered office at [Unit 1 Colindale Business Centre, 126-128 Colindale Avenue, Colindale, London NW9 5HD]. Our main trading address is [Unit 1 Colindale Business Centre, 126-128 Colindale Avenue, Colindale, London NW9 5HD]. [Our VAT number is [GB VAT GB 8153514]
1.2 To contact us, please see our Contact Us page [http://web.uk.tiens.com/About/ContactTiens.aspx?id=21].
2. OUR PRODUCTS
2.1 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images.
2.2 The packaging of the Products may vary from that shown on images on our site.
2.3 All Products shown on our site are subject to availability. We will inform you by e-mail as soon as possible if the Product you have ordered is not available and we will not process your order if made.
3. USE OF OUR SITE
3.1 Your use of our site is governed by our Terms of Website Use. Please take the time to read this, as it includes important terms
3.2 You may only purchase Products from our site if you are at least 18 years old.
3.4 As a consumer, you have legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
4. HOW WE USE YOUR PERSONAL INFORMATION
5. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
5.1 For the steps you need to take to place on order on our site, please see our web page.
5.2 Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
5.3 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in paragraph 7.4.
5.4 We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
5.5 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because of an error in the price on our site as referred to in paragraph 13.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount as soon as possible.
6. OUR RIGHT TO VARY THESE TERMS
6.1 We may revise these Terms from time to time in the following circumstances: (a) changes in how we accept payment from you; and (b) changes in relevant laws and regulatory requirements.
6.2 Every time you order Products from us, the Terms in force at that time will apply to the Contract between you and us.
6.3 Whenever we revise these Terms in accordance with this paragraph 6, we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.
7. YOUR CANCELLATION AND REFUND RIGHTS
7.1 You have a legal right to cancel a Contract under the Consumer Protection (Distance Selling) Regulations 2000 during the period set out below in paragraph 7.3. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to keep a Product, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens’ Advice Bureau or Trading Standards office.
7.2 However, this cancellation right does not apply in the case of: (a) any made-to-measure or custom-made products; (b) newspapers, periodicals or magazines; (c) perishable goods, such as food, drink or fresh flowers; or (d) software, DVDs or CDs which have a security seal which you have opened or unsealed.
7.3 Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation, which is when the Contract between us is formed. If the Products have already been delivered to you, you have a period of 7 (seven) working days in which you may cancel, starting from the day after the day you receive the Products. Working days means that Saturdays, Sundays or public holidays are not included in this period.
7.4 To cancel a Contract, you must contact us in writing by sending an e-mail to email@example.com . You may wish to keep a copy of your cancellation notification for your own records.
7.5 You will receive a full refund of the price you paid for the Products and any applicable delivery charges you paid for. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation as described in paragraph 7.5. If you returned the Products to us because they were faulty or mis-described, please see paragraph 7.6.
7.6 If you have returned the Products to us under this paragraph 7 because they are faulty or mis-described, we will refund the price of a defective Product in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to us.
7.7 We refund you on the credit card or debit card used by you to pay.
7.8 If the Products were delivered to you: (a) you must return the Products to us as soon as reasonably practicable; (b) unless the Products are faulty or not as described (in this case, see paragraph 7.6), you will be responsible for the cost of returning the Products to us; and (c) you have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession.
7.9 Details of your legal right to cancel and an explanation of how to exercise it are provided in the Dispatch Confirmation.
7.10 As a consumer, you will always have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by the returns policy in this paragraph 7 or these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
8.1 Your order will be fulfilled by the estimated delivery date set out in the Dispatch Confirmation, unless there is an Event Outside Our Control (as defined in paragraph 13.2). If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date.
8.2 Delivery will be completed when we deliver the Products to the address you gave us.
8.3 The Products will be your responsibility from the completion of delivery.
8.4 You own the Products once we have received payment in full, including all applicable delivery charges.
9. NO INTERNATIONAL DELIVERY
9.1 Unfortunately, we do not deliver to addresses outside the UK.
9.2 You may place an order for Products from outside the UK, but this order must be for delivery to an address in the UK.
10. PRICE OF PRODUCTS AND DELIVERY CHARGES
10.1 The prices of the Products will be as quoted on our site from time to time. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However if we discover an error in the price of Product(s) you ordered, please see paragraph 10.5 for what happens in this event.
10.2 Prices for our Products may change from time to time, but changes will not affect any order, which we have confirmed with a Dispatch Confirmation.
10.3 The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
10.4 The price of a Product does not include delivery charges. Our delivery charges are as quoted on our site from time to time. To check relevant delivery charges, please refer to our Delivery Charges page.
10.5 Our site contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price.
11. HOW TO PAY
11.1 You can only pay for Products using a debit card or credit card. We accept the following forms of payment: [Visa Credit, Visa Debit, MasterCard Credit, MasterCard Debit]
11.2 Payment for the Products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your order.
12. OUR LIABILITY
12.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable]. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.
12.2 We only supply the Products for domestic and private use. You agree not to use the product for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.3 We do not in any way exclude or limit our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); (d) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and (e) defective products under the Consumer Protection Act 1987.
13. EVENTS OUTSIDE OUR CONTROL
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in paragraph 13.2.
13.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lockouts or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks [or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport].
13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract: (a) we will contact you as soon as reasonably possible to notify you; and (b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14. COMMUNICATIONS BETWEEN US
14.1 When we refer, in these Terms, to "in writing", this will include e-mail.
14.2 If you wish to contact us in writing, or if any paragraph in these Terms requires you to give us notice in writing, you can send this to us by e-mail to [firstname.lastname@example.org] or by pre-paid post to [Tiens UK Limited] at [Unit 1 Colindale Business Centre, 126-128 Colindale Avenue, Colindale, London NW9 5HD, UK]. We will confirm receipt of this by contacting you in writing, normally by e-mail. If you are exercising your right to cancel under paragraph 7, please see that paragraph 7 for how to tell us this.
14.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
15. OTHER IMPORTANT TERMS
15.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
15.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
15.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms [whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise].
15.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
15.6 Please note that these Terms are governed by English law. This means a Contract for the purchase of Products through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
15.7 We will not file a copy of the Contract between us.