Terms and Conditions:

The promoter of this business opportunity is Wye Needlecraft Ltd of 2 Royal Oak Place, Matlock Street, Bakewell, Derbyshire DE45 1HD, which is referred to in this agreement as Wye. The products which are supplied and sold through this business opportunity are needlecraft goods which are described in the various catalogues and Wye Needlecraft’s website (products). Sales of the products are made by Wye Agents who participate in this scheme as Agents. The only financial obligation of the Agent during the period of 12 months from the commencement of the date of the agreement is to purchase a Starter Kit of catalogues. The Agent has no further annual financial obligation other than to renew their catalogues every year if they wish to continue as a Wye Agent as and when these become available. Upon acceptance of this agreement by Wye Needlecraft and in consideration of Wye Needlecraft granting to the Agent the non-exclusive right and privilege to purchase and sell needlecraft products, the Agent hereby agrees to the following terms and conditions:

1. The Agent will use their active and best efforts at all times to sell needlecraft products and to promote the Wye Agent business opportunity. The Agents understands that Agents are no guaranteed any specific amount of earnings and that any earnings and success will depend upon the sale of needlecraft products.
2. The Application Form, these Terms and Conditions (as amended from time to time) constitute the entire agreement between the Agent and Wye Needlecraft and no other additional promises, representations, warranties or agreements of any kind shall be valid unless in writing and issued by Wye Needlecraft. Upon notification to the Agent, Wye Needlecraft may at its discretion amend the agreement. The Agents continued engagement in selling needlecraft products, promoting the Wye Needlecraft Business, or both, after notice of any revisions to the agreement shall constitute their agreement to such revisions and legally binding amendment of the agreement. The Agent shall order products under the Agreement in accordance with the procedure set out in the Starter Kit as amended from time to time.
3. No purchase or investment is necessary to become an Agent other than the purchase of a Starter Kit. The Agent acknowledges that purchases of any products, promotional or sales aid literature is entirely optional.
4. This Agreement is personal to the Agent and may not be assigned or otherwise transferred without the agreement in writing of Wye Needlecraft.
5. To become a Wye Agent, the Agent must have reached the age of 18 years. The Agent must complete an application form and either post or fax it to Wye Needlecraft, or complete the online registration form and then post a signed application form to Wye Needlecraft. If the application is accepted by Wye Needlecraft, the Agent will be allocated an Agent ID number. Wye Needlecraft reserves the right to decline any application.
6. This policy describes Wye Needlecraft’s care of duty in relation to the collection and use of data, in relation to Agents with regard to the data that is held by it. In this regard Wye Needlecraft 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 compatible with such lawful purposes.
• 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 unauthorized access or alteration, disclosure or destruction of personal data and against their accidental loss or destruction.
7. Agents may not have an ownership interest in or management control of more than more than one Agent position, whether  direct or indirect or whether as an individual or joint Agent. Operating more than one position will subject an Agent to  suspension or termination. Once an Agent is accepted Wye Needlecraft believes in protecting their relationship to the fullest  extent possible.
8. The agreement may be terminated by the Agent without penalty and with or without cause or reason at any time upon not less than 14 days written notice before the catalogue renewal date (1st March each year).
9. New catalogues will be sent to the Agents which forms their annual Starter Kit, as they are released by the relevant suppliers.
10. The Agent has the right within a period of 14 days of entering into this agreement to cancel the agreement without penalty by a written notice of termination and to return the Starter Kit for a full refund provided that these products are in the same condition in which they were in at the time of purchase.
11. Wye Needlecraft shall be entitled to request proof of purchase e.g. sales receipts for the products that the Agent requires Wye Needlecraft to exchange or refund.
12. The Agent understands and agrees that bonuses or commissions paid to the Agent on products returned and refunded to Agents and their buyers will be payable back to Wye Needlecraft.
13. The Agent is an independent contractor and the agreement does not create a franchise or an employer/employee, partnership, or joint venture relationship. The Agent shall have no legal right or authority to bind Wye Needlecraft to any obligation or to make representations or warranties on behalf of Wye Needlecraft.
14. The Agent shall be responsible for the filing of all necessary tax returns and paying all applicable taxes due in relation to the Agent’s business. Further, as an independent contractor, the Agent agrees to the following:
• 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 Wye Needlecraft products.
• At the Agent’s expense, make, execute or file, all reports and obtain all licenses including if applicable VAT registration as are required by law or public authority with respect to the Agreement and or the sale of Wye Needlecraft products.
• In the event that Wye Needlecraft is required to pay VAT on any payment due to the Agent, Wye Needlecraft 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 Agent if the Agent is registered for VAT and provides Wye Needlecraft with a copy of their VAT registration certificate.
• If the Agent, having been registered, becomes de-registered for VAT voluntarily or due to their turnover falling below the VAT threshold applicable at the relevant time or otherwise he/she shall notify Wye Needlecraft in writing of the fact of such de-registration within 14 days of the de-registration taking effect.
• If Wye Needlecraft is obliged or liable to make any payment of VAT to the tax authorities as a result of the failure of the Agent to notify Wye Needlecraft of de-registration for VAT, then the Agent acknowledges and agrees that Wye Needlecraft shall be entitled to recover from them the amount of VAT paid.
15. The Agent agrees that the payments of refunds will be made in the same form as the original payment.
16. If the retail customer of an Agent wishes to exchange or return a product the Agent is responsible for exchanging or refunding to the customer the full price paid. Wye Needlecraft agrees to supply a substitute product of similar value subject to the product in question being returned to Wye Needlecraft in a re-saleable condition.
17. The Agent agrees that in conducting their Wye Needlecraft business that:
• they will conduct themselves and deal with customers and other Agents with the high standards of honesty, integrity and fairness.
• You will be honest in all business dealings.
• Represent Wye Needlecraft’s Wye Agent completely to all potential Agents and without making any misleading or exaggerated income claims.
• Make estimates of income that are based on reasonable predictions for what an average Agent would achieve in normal circumstances.
• Represent that past earnings in a given set of circumstances do not necessarily reflect future earnings.
• Not mis-represent the amount of expenditure that an average Agent might incur in carrying on the business.
• Not mis-represent the amount of time an average Agent would have to devote to the business to achieve the income estimated and not stating that income or earnings are guaranteed for any individual Agent.
• Fulfil all obligations associated with sponsoring other Agents including training, motivation and support.
• Familiarise themselves with and abide by these terms and conditions as amended from time to time and ensure that they at all times is operating in accordance with the most current version of the terms and conditions.
• Familiarise themselves with and abide by all laws, common laws, regulations and statutes of any country in which they conduct their Wye Agent business.
18. The Agent will not use Wye Needlecraft’s trade marks, trade name, slogans, symbols and colour scheme without Wye  Needlecraft’s written permission except in the marketing materials.
19. Wye Needlecraft agrees to supply the Agent’s with the products ordered by themselves. The Agent 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 they place. The price of the products shall be indicated in the current price list issued by Wye Needlecraft from time to time. Wye Needlecraft reserves the right to change the price of products from time to time. Wye Needlecraft reserves the right to sell products to other Agents and nothing in this agreement shall entitle this Agent to any priority of supply in relation to the products against Wye Needlecraft’s other Agents. Wye Needlecraft reserves the right to decline any order in it’s entire discretion.
20. Wye Needlecraft shall be under no obligation to the Agent to release any products to the Agent unless Wye Needlecraft has received payment in full for the same. The Agent shall pay for the products and any delivery charges applicable. Title in respect of the products will pass to the Agent when payment for the products has been received.
21. If the Agent refuses to accept or fails to collect their order and the same is returned to Wye Needlecraft, the Agent shall be liable to pay the costs of returning the products to Wye Needlecraft.
22. The Agent agrees that in conducting their Wye Needlecraft business that they will represent Wye Needlecraft in complete accordance contained in Wye Needlecraft’s literature and without making misleading product claims; any verbal or written statements made by the Agent as an independent contractor with regard to Wye products and Wye business opportunity must be based strictly on the written information issued by Wye Needlecraft. For example, in current Agent and sales promotion literature. The Agent is liable for all statements they may make which deviate from such information issued by Wye Needlecraft and hereby indemnifies Wye Needlecraft from any loss, damages, claims, costs including legal fees or court costs or fines arising from unauthorized representations made by the Agent.
23. Wye Needlecraft may terminate this agreement with immediate effect:
• If the Agent makes a false or misleading statement on their application form
• The Agent breaches any of the provisions of the Agreement
• If a partition for the Agent’s bankruptcy is presented to any court having jurisdiction over the Agent.
24. On termination Wye Needlecraft shall pay all commissions and bonuses up to the date of termination.
25. Upon the death of an Agent the rights and responsibilities of an Agent are passed onto the rightful heirs who shall be eligible either to accept the Agent position on the terms and conditions of the Agent’s agreement as if they were a party thereto or to require final payment of sums due (if any) under the Agent’s agreement. Wye Needlecraft reserves the right to suspend the Agent’s position until receipt of documentation evidencing the entitlement of the heir to the deceased’s Agent’s position.
26. Any notice or other written communication given under or in connection with the Agreement maybe delivered personally or sent by first class post to Wye Needlecraft at the addresses shown on the application form or such other addresses notified from time to time by such party to the other.
27. 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 this Agreement but the enforceability of the remainder of the Agreement shall not be affected.
28. 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.