GENERAL RULES OF JOINING THE FM GROUP CLUB
     
    The promoter of this business opportunity is FM Cosmetics UK of 40-492 Neasden lane North, London, NW10 0DG which is referred to in this agreement as °FM COSMETICS' and/or' FM GROUP" as required. The products which are supplied and sold through this business opportunity are the perfumes and goods described in the current FM Cosmetics catalogues or otherwise distributed by FM Cosmetics ('Products'). Sales of the Products are made by FM Cosmetics Distributors (FM Group Members) who participate in the scheme as distributors. The only financial obligation of the Distributors is to purchase a Starter Kit, The Distributor has no further annual financial obligation and in particular has a free choice whether or not to purchase any Products under this trading scheme. FM Group Members can also join FM Cosmetics UK as Preferred Customers - purchasing FM GROUP Products for personal use or working in direct sales of FM GROUP Products and services of Network and Trademark FM GROUP who are receiving commission, participating in motivational programmes and incentives, without the possibility of building a business network structure. FM GROUP Member becomes a Distributor on the purchase of any starter kit. A Preferred Customer remains the Recipient until upgrading their account through such purchase. The status of FM GROUP Members is determined by purchasing the starter kit. Upon acceptance of the Agreement by FM Cosmetics and in consideration of FM Cosmetics granting to the Distributor and the Preferred Customer the non-exclusive right and privilege to purchase and sell FM Cosmetics Products, the Distributor and the Preferred Customer hereby agrees to the following terms and conditions:

    1. The Distributor/Preferred Customer will use his/her active and best efforts at all times to sell FM Cosmetics Products and to promote the FM Cosmetics business opportunity. The Distributor understands that FM Cosmetics Distributors are not guaranteed any specific amount of earnings and that any earnings and success will depend upon the sale of FM Cosmetics Products.

    2. The Application form, these Terms and Conditions and the Marketing Plan (as amended from time to time) constitute the entire agreement ("the Agreement") between the Distributor/Preferred Customer and FM Cosmetics and no other additional promises, representations, warranties or agreements of any kind shall be valid unless in writing and issued by FM Cosmetics. Upon notification to the Distributor/Preferred Customer, FM Cosmetics may at its discretion amend the Agreement The Distributor/Preferred Customer 's continued engagement in selling FM Cosmetics Products, promoting the FM Cosmetics business, or both, after notice of any revisions to the Agreement including in particular the Marketing Plan shall constitute his/her agreement to such revisions and legally binding amendment of the Agreement including the Marketing Plan. The Distributor/Preferred Customer shall order Products under the Agreement in accordance with the procedure set out in the Starter kit as amended from time to time. The Distributor/Preferred Customer understands that in any event he/she may only order Products to the value of L200 including VAT during the seven (7) day period after entering into the Agreement.

    3. No purchase or investment is necessary to become a Distributor other than the purchase of a Starter Kit. The Distributor acknowledges that purchase of any Products, promotional or sales aid literature or attendance at any FM Cosmetics sponsored training is entirely optional. If FM GROUP Distributor/Preferred Customer wants to stay active after twelve (12) months from registration she/he is obliged to buy FM GROUP Products awarded with at least 103.26 points within all 12 months; lack of such purchase results in expiring of the agreement of participation in FM GROUP Distributors Network on the day succeeding the 12-month period. The period of the first 12 months is counted from the date of entering into FM GROUP (concluding an agreement of participation in FM GROUP Distributors Network), and every next 12-month period - from the anniversary day of a Distributor's entering into FM GROUP. An FM GROUP Distributor, who will not buy FM GROUP Products of the total point value of minimum 34.42 points in the calendar month, loses the right to get a Commission (a payment or discount) claimable by him/her for that calendar month. FM Cosmetics UK can grant the commission mentioned above to the Distributor also in case of the purchase of FM GROUP Products from other FM GROUP Branch despite the fact that the Distributor has not signed the application of joining FM with this particular FM GROUP Branch, under the condition of equal and fair treatment of all Members of the FM GROUP Club by FM Cosmetics UK. The FM COSMETICS UK however cannot allocate more then 550.80 points in the accounting period (per calendar month) according to the principles agreed between FM GROUP WORLD and FM COSMETICS UK Ltd.

    4. This Agreement is personal to the Distributor/Preferred Customer and may not be assigned or otherwise transferred without the agreement in writing of FM Cosmetics.

    5. To become an FM Cosmetics Distributor/Preferred Customer , the Distributor/Preferred Customer must have reached the age of 18 years and be resident in the United Kingdom. The Distributor/Preferred Customer must complete an application form and either post or fax it to FM Cosmetics or complete the online registration form and then post or fax a signed application form to FM Cosmetics. If the application is accepted by FM Cosmetics, the Distributor/Preferred Customer will be allocated a Distributor ID Number. FM Cosmetics reserve the right to decline to accept any application.

    6. If there is no FM GROUP office in the new member's country he/she signs the contract with the nearest foreign country where the FM exists. Each country is an autonomous franchise responsible for paying out commissions to distributors resident in that country. A pooling arrangement, forming part of each individual franchise agreement, permits and supports international sponsorship.

    7.If the member of the FM sale network changes the country of the residence he/she is obliged to inform the FM office in that country and update the new contact details.

    8.The Candidate can be a party in Distribution Agreement with only one FM GROUP Branch at a time. However if the FM GROUP Member would like to cooperate with and conclude a Distribution Agreement with a different FM GROUP Branch than the one they are already in Agreement with, the Member can: a) terminate the Distribution Agreement, in accordance with article 44, without consequences and is able to continue to operate on their account with the same Distribution Number, on condition that the Member provides such intention in their termination form; and on condition that the Member applies for Distribution Agreement with the new Branch immediately after termination of the previous Distribution Agreement, and within the period not longer than fourteen days from its expiry; b) apply for the new Branch to transfer due commission and bonuses that have not been disbursed yet from the previous Branch to be used by the Member in the new Branch. Such transfer is only possible if both Branches reached such agreement.

    9. This policy describes FM Cosmetics' duty of care, in relation to the collection and use of data, in relation to Distributors with regards to the data (whether personal or otherwise) that is held by it. In this regard, FM Cosmetics is committed to:

    • Obtaining and processing personal data or the information constituting personal data fairly;
    • Ensuring personal data is accurate and, where necessary, kept up-to-date;
    • Keeping personal data for only one or more specified lawful purpose;
    • Not using or disclosing personal data in any manner incompatible with such lawful purpose;
    • Ensuring that personal data is adequate, relevant and not excessive in relation to such purposes;
    • Not keeping personal data for longer than is necessary for such purposes;
    • Taking appropriate security measures against unauthorised access or alteration, disclosure or destruction of personal data and against their accidental, loss or destruction.

    The Distributor acknowledges that he/she has been informed by FM Cosmetics that the information which he/she gives to FM Cosmetics (including information relating to the Distributor, his/her address and other details) will be retained by FM Cosmetics on a computer database and will be used by FM Cosmetics and FM GROUP WORLD for the purposes of calculating the marketing commissions payable and for the performance of the FM Cosmetics business. The Distributor also acknowledges that FM Cosmetics may disclose this information in connection with such purposes to other members of the FM Cosmetics group of companies and other FM Group franchisees which may be situated inside or outside the EU and to other persons and, in particular, may disclose it to other Distributors as part of FM Cosmetics's genealogies. The Distributor consents to FM Cosmetics retaining, processing and disclosing the information referred to as set out above.

    10. Distributors may not have an ownership interest in or management control of more than one Distributor position, whether direct or indirect or whether as an individual or joint-Distributor. Operating on more than one position will cause a Distributor to be suspended or his/her account terminated. FM Cosmetics shall be entitled to terminate or merge any position which in its reasonable opinion is a surrogate for another position or person. The integrity of the lines of sponsorship is fundamental to the organisation's functionality and success. Once a Distributor is sponsored FM Cosmetics believes in protecting his/her relationship to the fullest extent possible. However a Distributor may terminate his/her Distributor Agreement and remain inactive for a period of six (6) months before re-applying under a different sponsor.

    11. FM Cosmetics will accept individual persons, partnerships and limited companies as Distributors. Distributors may use a trading name for the conduct of their FM Cosmetics business. Married couples or civil partners ("Spouses") who wish to become Distributors may sign the same Application Form as joint Distributors. Their Distributor position will be deemed to be as joint-Distributors under one sponsor, under which each spouse will be jointly and severally responsible for the actions of the other Spouse. If a Spouse wishes to become a Distributor subsequent to the other spouse becoming a Distributor, he/she will be added as a Distributor to the existing Distributor position upon written notification to FM Cosmetics and cannot hold a Distributor position in their own right except with the express written consent of FM Cosmetics. Married couples or civil partners ("Spouses") may join as individual.

    12. The rights of the FM member can't be transferred to the other person except husband, and wife, shareholder of the limited company and other adult person after signing an agreement of transferring all membership rights. The person taking over can't be deprived of the rights of the previous FM member.

    13.An FM GROUP Distributor can have one Distributor Number in the FM GROUP World Distributors Database, with a reservation of point 42 and 45 of the Regulations and cases specified in Marketing Plan, however it also concerns a case of concluding an agreement of transferring - taking over the rights and obligations of FM GROUP Distributor between two FM GROUP Distributors. In the latest case, the entering FM GROUP Distributor continues the membership only at the Distributor Number taken over from the resigning FM GROUP Distributor, with a reservation of point 44 and 47 of the Regulations and cases specified in Marketing Plan.

    14. The member of the multilevel marketing sale network organization exercises the rights of the sale network the same for all FM GROUP WORLD

    15. The Distributor/Preferred Customer shall be remunerated in accordance with the Marketing Plan as amended from time to time.

    16. The member of the FM purchases FM products mostly in the country of his/her residence. The FM member has a right to purchase FM products in other country where FM exists.

    17. An FM GROUP Distributor/Preferred Customer may submit an 'Application for changing the location of payment, on an appropriate form directly to FM GROUP World or through the medium of adequately an FM GROUP Branch of their place of residence or via FM COSMETICS UK. In case FM GROUP World agrees to change the location of payment, a Distributor/Preferred Customer is entitled to take out Commissions in designated by him/her FM GROUP Branch and in the currency binding in the country of his/her activities. FM GROUP World has a right not to agree to change the location of payment or withdraw previously expressed consent without giving a reason at any time.

    18. The Agreement may be terminated by the Distributor/Preferred Customer without penalty and with or without cause or reason at any time upon not less than fourteen (14) days written notice. Except where the obligation on the Distributor/Preferred Customer is specified to apply after termination of the Agreement in respect of non-competition in accordance with the Agreement, the Distributor/Preferred Customer shall be released from all future contractual liabilities towards FM Cosmetics on termination of the Agreement at any time.

    19. The Distributor/Preferred Customer has the right within a period of fourteen (14) days, of entering into the Agreement to cancel the Agreement without penalty by written notice of termination and to return any Products purchased within that period and which remain unsold provided that such unsold Products are in the condition in which they were in at the time of purchase, (whether or not their external wrappings have been broken) and to require FM Cosmetics to refund an amount equal to one hundred percent(100%)of any monies paid in respect of such Products.

    20.
    (a) Where the Distributor/Preferred Customer terminates the Agreement more than fourteen (14) days after entering into it, the Distributor/Preferred Customer shall have the right to return to FM Cosmetics any Products the Distributor has purchased within a period of ninety (90) days prior to such termination and which remain unsold and to receive from FM Cosmetics the price (inclusive of VAT) which the Distributor paid for the Products, less
    (i) in the case of any Products, the condition of which has deteriorated due to an act or default on the part of the Distributor/Preferred Customer, an amount equal to the diminution in their value resulting from such deterioration; and
    (ii) a reasonable handling charge of 10%;
    (b) Where FM Cosmetics has terminated the Agreement, the Distributor/Preferred Customer shall have the right to return to FM Cosmetics any Products the Distributor has purchased within a period of ninety (90) days prior to such termination and which remain unsold and to receive from FM Cosmetics the price (inclusive of VAT) which the Distributor paid for the Products together with any costs incurred by the Distributor for returning the Products to the Company; any such refund shall be on terms whereby the Products not already held by FM Cosmetics will be delivered within twenty-one (21) days of such termination at FM Cosmetics's expense to the address set out in the Application Form or as notified by FM Cosmetics to the Distributor from time to time.
    (c) Any such refund shall be on terms whereby the purchase price is payable upon delivery of the Products or if the Products are already held by FM Cosmetics forthwith.

    21. FM Cosmetics shall be entitled to request proof of ownership, e.g. sale receipts for the Products that the Distributor/Preferred Customer requires FM Cosmetics to buy back in accordance with the Agreement. The FM Cosmetics UK Ltd offers 30 days money back guarantee on all products which are not used/opened/damaged. The FM Distributor has the right to return the products within 30 days from the date of purchase (date on the invoice). All points from those products allocated during the purchase will be deducted as well as the commission granted for those points.

    22. The Distributor understands and agrees that bonuses or commissions paid to the Distributor on Products returned by and refunded to Distributors in his/her downline, within the preceding one hundred and twenty (120) days may be deducted from his/her account with FM Cosmetics at any time where a Distributor in his/her downline terminates his/her Distributor Agreement or it is terminated by FM Cosmetics.

    23. a) A Distributor of FM GROUP Products is not allowed to sell the products in any shops, stalls, permanent organised retail sale points or centres; and is not allowed to sell the products through online auction systems (including the so-called "buy it now"), and sell in any other way that would be contrary to direct sales.
    b) A Distributor can promote FM GROUP Products on festivals, markets or fairs, but only if he/she does so in order to advertise them or to recruit new Distrtibutors.
    These regulations have been issued so that our Distributors could sell FM GROUP Products in accordance with principles of direct sales.

    24. The Distributor/Preferred Customer is an independent contractor and the Agreement does not create a franchise or an employer/employee, partnership, or joint venture relationship. The Distributor shall have no legal right or authority to bind FM Cosmetics to any obligation or to make representations or warranties on behalf of FM Cosmetics. The Distributor shall be responsible for the filing of all necessary tax returns and paying all applicable taxes due in relation to the Distributor's business. Further, as an independent contractor the Distributor agrees to:
    a) abide by any and all laws, rules and regulations, pertaining to the Agreement (and in particular the Trading Schemes Regulations 1997) and/or pertaining to the promotion of FM Cosmetics Products; and
    b) at the Distributor's expense, make, execute or file, all reports and obtain all licences (including if applicable, VAT registration) as are required by law or public authority with respect to the Agreement and/or the sale of FM Cosmetics Products. In the event that FM Cosmetics is required to pay VAT on any payments due to the Distributor under the Marketing Plan or otherwise FM Cosmetics reserves the right or otherwise (subject to any necessary approvals) to self bill for such sums, in which event VAT shall only be paid to the Distributor if the Distributor is registered for VAT and provides FM Cosmetics with a copy of his/her VAT registration certificate. If the Distributor having been registered, becomes de-registered for VAT voluntarily or due to his/her turnover falling below the VAT threshold applicable at the relevant time or otherwise, he/she shall notify FM Cosmetics in writing of the fact of such de-registration within fourteen (14) days of the de-registration taking effect. If FM Cosmetics is obliged or liable to make any payment of VAT to the tax authorities as a result of the failure of the Distributor to notify FM Cosmetics of de-registration for VAT then the Distributor acknowledges and agrees that FM Cosmetics shall be entitled to recover from him/her the amount of such VAT by deduction from the Distributor's account with FM Cosmetics or by any other means available to FM Cosmetics from time to time.

    25. The Distributor agrees that payments of refunds will be made in the same form as the original payment.

    26. If the retail customer of a Distributor wishes to exchange or return a Product under the terms of the FM Cosmetics guarantee the Distributor is responsible for exchanging or refunding to the customer the full price paid. FM Cosmetics agrees to supply a substitute product of similar value subject to the Product in question being returned to FM Cosmetics.

    27. The Distributor agrees that in conducting his/her FM Cosmetics business that he/she will:
    a) Conduct himself/herself and deal with customers and other Distributors with the highest standards of honesty, integrity, and fairness;
    b) Be honest in all business dealings;
    c) Represent FM Cosmetics Marketing Plan completely to all potential Distributors and without making any misleading or exaggerated income claims;
    d) Make estimates of income that are based on reasonable predictions for what an average Distributor would achieve in normal circumstances;
    e) Represent that past earnings in a given set of circumstances do not necessarily reflect future earnings;
    f) Not misrepresent the amount of expenditure that an average Distributor might incur in carrying on the business;
    g) Not misrepresent the amount of time an average Distributor would have to devote to the business to achieve the income estimated and not stating that income or earnings are guaranteed for any individual Distributor;
    h) Fulfil all obligations associated with sponsoring other Distributors, including training, motivation and support;
    i) Familiarise himself/herself with and abide by these Terms and Conditions as amended from time to time and ensure that he/she at all times is operating in accordance with the most current version of the terms and Conditions;
    j) Familiarise himself/herself with and abide by all laws, common laws, regulations and statutes of any country in which he/she conducts his/her FM Cosmetics business.

    28. The Distributor will not use FM Cosmetics's trade marks, trade name, slogans, symbols, and colour scheme without FM Cosmetics's written permission except in the marketing materials, sample Products and promotional materials provided or sold to the Distributor by FM Cosmetics.

    29.An FM GROUP Distributor/Preferred Customer cannot use FM GROUP Distributors Network for selling perfumes and other perfume products of third parties; he/she cannot provide advertising services or perform marketing activities for the benefit of other companies dealing with direct sales of perfumes or other perfume products, nor disseminate information which could harm FM GROUP World company or FM COSMETICS UK.

    30. FM Cosmetics agrees to supply the Distributor with the Products ordered by him/her. The Distributor shall place orders in accordance with the procedure set out in the [Starter Kit] and shall be responsible for the accuracy and completeness of the orders he/she places. The price of the Products shall be indicated in the then current price list issued by FM Cosmetics from time to time. FM Cosmetics reserves the right to change the price of Products from time to time. FM Cosmetics reserves the right to sell Products to other Distributors and nothing in this Agreement shall entitle the Distributor to any priority of supply in relation to the Products as against FM Cosmetics' other Distributors. FM Cosmetics reserves the right to decline any order in its entire discretion.

    31.FM COSMETICS UK reserves the right to amend the point values determined by the present Regulations, on condition of receiving prior consent of FM GROUP World. A change of point values does not constitute a change of provisions of the present Regulations, A change of point values will be announced on the web site at the address: www.fmcosmetics.co.uk in Distributor zone available after logging in.

    32. FM Cosmetics shall be under no obligation to the Distributor to release any Products to the Distributor unless FM Cosmetics has received payment in full for the same. The Distributor shall pay for the Products and any delivery charges applicable. Title in respect of the Products will pass to the Distributor when payment for the Products has been received.

    33. If the Distributor refuses to accept or fails to collect his/her order and the same is returned to FM Cosmetics, the Distributor shall be liable to pay the costs of returning the Products to FM Cosmetics.

    34. The Distributor agrees that in conducting his/her FM Cosmetics business that he/she will represent FM Cosmetics Products in complete accordance with the information contained in FM Cosmetics literature and without making misleading product claims; Any verbal or written statements made by the Distributor, as an independent contractor, with regard to FM Cosmetics Products and the FM Cosmetics business opportunity must be based strictly on the written information issued by FM Cosmetics, for example, in current Distributor and sales promotion literature. The Distributor is liable for all statements he/she may make which deviate from such information issued by FM Cosmetics and hereby indemnifies FM Cosmetics from any loss, damages, claims, costs including legal fees or court costs or fines arising from unauthorised representations made by the Distributor.

    35. In consideration of the granting of the Distributor position, the Distributor agrees that the Distributor shall not during the term of the Agreement or for a period of ninety (90) days thereafter, take or encourage any action the purpose or effect of which would be to circumvent, breach, interfere with or diminish the value or benefit of FM Cosmetics' contractual relationships with any FM Cosmetics Distributors. Without prejudice to the generality of the foregoing, the Distributor shall not directly or indirectly contact, solicit, entice, sponsor or accept any of FM Cosmetics' Distributors [(except those personally sponsored by him/her) into, or in any way promote to any such Distributors opportunities in competing marketing programmes of any direct sales company other than FM Cosmetics or to cease being a FM Cosmetics Distributor.

    36. FM Cosmetics may terminate the agreement with immediate effect
    a) if the Distributor makes a false of misleading statement on his/her application form
    b) the Distributor breaches any of the provisions of the Agreement or
    c) if a petition for the Distributor's bankruptcy is presented to any Court having jurisdiction over the Distributor

    37.The system of measures relating to neglect of responsibilities of FM GROUP Member: In relation to FM GROUP Member who violates the rules of Distribution Agreement, Marketing Plan or other valid rules in FM GROUP Distribution Network established by FM COSMETICS, published and familiar to Distributors who are in Distribution Agreement with FM COSMETICS or neglects their responsibilities, FM COSMETICS is authorised to the following: a)terminate the legal relation in terms of Distributor's authorisation to recommend (sponsor) new FM GROUP Members. Such termination bans Distributor from recommending (sponsoring) new Distributors permanently or temporarily for the period indicated in such termination; b) temporarily terminate (suspend) the legal relation with the Distributor for the period not longer than six months. Such termination bans the suspended Distributor from purchasing FM GROUP Products within FM COSMETICS and bans from providing services to FM COSMETICS relating to advertising FM GROUP Network and Trademark (on a basis of agreement connected to direct sales and providing advertising services to FM GROUP Network and Trademark), in case of which the suspended Distributor will not be authorised to receive Commission within the period of suspension; c) terminate Distribution Agreement and other agreements with Distributor without notice and remove the FM GROUP Member from the FM Distribution Base; Such entitlements mentioned above in article 37 may be executed also in relation to FM GROUP Member who:a) undertakes activities aiming at persuading other Distributors to terminate their current Distribution Agreement in order to take over into their own structure of FM GROUP Members other Distributors operating in other structure of FM GROUP Members, or as a result of such activities will cause such taking over;b) undertakes activities aiming at persuading other Distributors to terminate their current Distribution Agreement in order to transfer to his own structure of FM GROUP Members the whole structure of FM GROUP Members registered in the structure of another FM GROUP Distributor; or as a result of such activities will cause such transfer.

    38. On termination FM Cosmetics shall pay all commissions and bonuses due up to the date of termination and the downline sales organisation of the former Distributor shall be rolled up to his/her immediate upline sponsor.

    39. Upon the death of a Distributor, the rights and responsibilities of the Distributor are passed on to the rightful heir(s) who shall be eligible either (i) to accept the Distributor position on the terms and conditions of the Distributor Agreement as if they were a party thereto or (ii) to require final payment of sums due (if any) under the Distributor Agreement. FM Cosmetics reserves the right to suspend the Distributor position until receipt of documentation evidencing the entitlement of the heir(s) to the deceased Distributor's position.

    40. FM Cosmetics's Genealogies (being the information held by FM Cosmetics relating to its Distributors, which at FM Cosmetics's option may include but are not limited to its relationships with each of its Distributors, the sponsorship of each Distributor, the Distributor's upline and downlines and historical purchasing information for each Distributor) contain confidential information which is highly sensitive and valuable to FM Cosmetics's business and which shall at all times remain the property of FM Cosmetics. In the event that FM Cosmetics shall agree to disclose details of any of its Genealogies to the Distributor:
    (a) the Distributor shall (to the extent such details are not publicly available other than by breach of the Agreement) at all times and without limit in time treat such details as confidential information in the nature of a trade secret and shall not use or disclose or permit the use or disclosure of such details to any other person (and shall take all reasonable steps to protect and maintain the security of the information) and shall use the details solely for the benefit of the Distributor's FM Cosmetics business and of FM Cosmetics and for the stated purpose for which they were provided;
    (b) the Distributor shall return copies of any such information to FM Cosmetics forthwith upon the termination of the Agreement for whatever reason.

    41. No failure to exercise and no delay in exercising on the part of FM Cosmetics, any right under the Agreement shall operate as a waiver thereof.

    42. Any notice or other written communication given under or in connection with the Agreement may be delivered personally or sent by first class post to FM Cosmetics at the address shown on the Application Form or such other address notified from time to time by such party to the other.

    43. If at any time any term or provision in the Agreement shall be held to be illegal, invalid or unenforceable in whole or in part under any rule of law or enactment such term or provision or part shall to that extent be deemed not to form part of the Agreement but the enforceability of the remainder of the Agreement shall not be affected.

    44.In case of termination of the agreement of participation in FM GROUP Distributors Network, its dissolution with the parties 'agreement or withdrawal from the agreement of participation in FM GROUP Distributors Network, as well as in case of expiry of the agreement of participation due to withdrawal by a Distributor the consent for processing of his/her personal data or termination of membership as a result of deletion of an FM GROUP Distributor from the database because of an infringement of rules of the present Regulations, Marketing Plan or other binding rules of acting in FM GROUP Distributors Network, as well as in case of conclusion of the agreement of transfer-acquisition of rights and obligations of a withdrawing FM GROUP Distributor, the remuneration, payable to an FM GROUP Distributor, with whom the agreement was terminated, for the period up to the day of its termination or expiry, should be paid to him/her. At the same time a Distributor is obliged to settle accounts with adequately FM Cosmetics UK or an FM GROUP Branch of unduly taken Commissions, if any obtained.

    45.The management over a group of Distributors created by an FM GROUP Distributor, whose membership has ceased as a result of termination of the agreement, its dissolution with the parties 'agreement, withdrawal from it or expiry of the agreement of participation due to withdrawal by a Distributor the consent for processing of his/her personal data, as well as deletion of an FM GROUP Distributor from the database because of an infringement of rules of the present Regulations, Marketing Plan, passes directly to the nearest Sponsor of an FM GROUP Distributor, whose membership ceased. In this case the Sponsor is entitled and obliged to act on the Distributor Number of the FM GROUP Distributor, whose membership ceased.

    46.In case of expiry of the agreement of participation in FM GROUP Distributors Network as a result of failing by a Distributor in a given 12-month period to make purchases of FM GROUP Products awarded with at least 103,26 points, pursuant to provisions of point 3 of the Regulations, as well as in case of deletion of a conditional FM GROUP Distributor from the Distributors database as a result of failing to submit the original of Application for admission to the FM GROUP on term, the management over a group of Distributors created by an FM GROUP Distributor, whose membership has ceased, passes directly to the nearest Sponsor of an FM GROUP Distributor, whose membership ceased. In this case the Sponsor is not entitled to action the Distributor Number of the FM GROUP Distributor, whose membership ceased .The exception from the that rule is the expiration of the agreement of membership in the FM GROUP Distributors Network of the Distributor who has not made a purchase of the FM GROUP Products awarded with at least 103.26 pts. in the given 12-months period, accordingly to the provisions of the point 3 of these Regulations, and who has achieved the efficiency level of at least 12% (accordingly to the Marketing Plan) in at least one of the six calendar months preceding the expiration of the agreement. In this case the Sponsor is entitled and obliged to act on the Distributor Number of the FM GROUP Distributor, whose membership ceased. FM GROUP Member, whose Distribution Agreement was terminated for various reasons, including dissolving; resignation; withdrawal of consent to process personal data; removing FM GROUP Member from FM Distribution Base as a result of violating the rules of Distribution Agreement, Marketing Plan or other rules operating within the FM GROUP Distribution Network; and concluding agreement in relation to transfer of rights and responsibilities to another FM GROUP Member; has the right to re-apply to become FM GROUP Distributor or Preferred Customer after the period of six months from the date of Distribution Agreement's expiry. In certain cases FM GROUP UK may conclude Distribution Agreement with a person whose previous Agreement expired, before the end of a 6 month period mentioned in the article above.

    47.In case of termination of membership in FM GROUP because of death of an FM Distributor who is a private person whose business is not continued independently by the co-partners of a private company of commercial law or co-partners of a civil company who have been nominated as running, together with an FM GROUP Distributor, activity of a participant of FM GROUP Distributors Network, as well as in case of termination of membership in FM GROUP because of liquidation of an FM GROUP Distributor who is a legal person, the management over an FM GROUP Distributors Network created by an FM GROUP Distributor, whose membership has ceased, passes directly to the nearest Sponsor of the dead or liquidated FM GROUP Distributor. In this case the Sponsor is entitled and obliged to act on the Distributor Number of the FM GROUP Distributor, whose membership ceased.

    48.If any of the terms change within 14 days from the date of receiving the notification, an FM GROUP Distributor will have a right to refuse to agree to the proposed change of the Regulations. Lack of a written statement refusing to give a consent in the above term will be equivalent to the acceptance of the proposed changes. Refusal to agree to the proposed change of the Regulations, submitted in the above term shall be equivalent to the termination of the Distributor Contract in accordance with the provision point 37 of the Regulations.

    49. The terms and provisions of the Agreement and any dispute arising thereunder shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts.