Nutri Advanced Reseller Policy

Introduction

This Reseller Policy (“Policy”) governs the sale and resale of all Nutri Advanced branded products (including Eskimo-3 branded products in Nutri Advanced packaging) (the “Products”) in the United Kingdom (the “Territory”) by all resellers, including Authorised Wholesalers and Authorised Retailers (including Health Professionals). Nutri Advanced, Authorised Wholesalers and Authorised Retailers (including Health Professionals) together comprise “SDS Members”.

In addition, all sales of Products by Nutri Advanced direct to SDS Members shall be subject to our Terms and Conditions, as set out above and on our website, www.nutriadvanced.co.uk.

The company you are dealing with and which owns and operates the website www.nutriadvanced.co.uk (the “website”) is Nutri Advanced Ltd (“we”, “our”, “us”), a company registered in England and Wales with registered company number 1807526 and with trading address: Meridian House, Botany Business Park, Whaley Bridge, High Peak, SK23 7DQ, United Kingdom. Our VAT number is 405825461.

Please read the Terms and Conditions and this Policy carefully before making any orders with us and contact us or a legal advisor if you have any questions.

Purpose of the Policy

The Nutri Advanced brand has a strong reputation in the market and amongst users of our Products who trust and value the support and advice that we provide. It is important to us to encourage and maintain our reputation, the quality standards associated with the Products and our sales channels, and the commitment of our customers to the brand.

In accordance with the specialised and technical nature of the Products, and to ensure that they are used in the most effective and appropriate manner and correctly stored, it is essential that all sellers of Products have appropriate product knowledge and facilities to provide a high level of customer service, advice and support to purchasers and users of the Products, including both pre- and post-sale services. To ensure this, we sell Products for resale in the Territory solely through our Selective Distribution System (“SDS”). This Policy sets out the requirements for admission to the SDS and the rules for SDS membership.

Registering with Us

All resellers wishing to resell Products in the Territory, whether online or through their own physical sales channels, must be a member of our SDS. To do this, you must register with us, confirm that you meet the Selective Distribution Criteria (as set out below) and confirm that you agree to be bound by this Policy by signing and returning a copy to us by email or post. You can start the registration process by phoning us on 0800 043 5777, while Health Professionals have the option of registering through our website www.nutriadvanced.co.uk. We will require certain information from you to complete your registration, including your business name and full contact details. Health Professionals will also be required to provide details of their qualifications and approvals. The decision on whether to admit anyone to the SDS is at our sole discretion.

Once admitted to the SDS, you will be designated as an Authorised Wholesaler or Authorised Retailer (as the case may be) of our entire Product range. As an exception to this, certain Products that require additional expertise to sell appropriately (i.e., the Gut transformation programme, the NutriClean programme and the Perimenopause programme, or “Professional Products”) may only be sold by Authorised Retailers that we have specifically admitted as health professionals (“Health Professionals”) and/or by Nutri Advanced.

SDS Members must adhere to this Policy. By signing up to the Policy, you agree that these requirements and restrictions on you are necessary and proportionate to maintain our quality standards, ensure correct usage of the Products for the protection and welfare of customers, and to reasonably protect our brand image. You also agree that we may make reasonable and appropriate checks on an ongoing basis to ensure that you are marketing and selling the Products in accordance with the Policy.

SDS Members may only buy Products from Nutri Advanced or from another SDS Member.

Authorised Wholesalers are permitted to sell Products only in the Territory and only to other SDS Members. Authorised Wholesalers may only sell Professional Products to other Authorised Wholesalers or Health Professionals. Authorised Wholesalers are not permitted to sell any Products or Professional Products to End Users. For the purposes of this Policy, the term “End User” refers to a purchaser of Products who purchases Products for their own use, rather than for resale.

Authorised Wholesalers must verify that anyone wishing to purchase Products from them for resale in the Territory is an SDS Member. If this is not the case, the Authorised Wholesaler may admit the prospective customer to the SDS as an Authorised Retailer, provided they are satisfied that any Authorised Retailer they admit is located in the Territory, meets the Selective Distribution Criteria and has confirmed in writing that it will adhere to this Policy. Authorised Wholesalers must immediately provide the business name and full contact details of any Authorised Retailer that they admit to the SDS to Nutri Advanced.

We may offer Authorised Wholesalers business account facilities subject to relevant credit checks and benefits and subject to certain marketing and sales requirements that we have put in place to ensure that our brand values are maintained and that the users of the Products are appropriately informed and supported.

Authorised Retailers are free to sell to other SDS Members as well as to End Users in the Territory. Authorised Retailers may not sell to any unauthorised wholesaler, health professional or retailer and may not sell outside the Territory.

Ongoing compliance with the Policy is a condition for SDS Members’ continued membership of the SDS. If we determine in our sole discretion that you have ceased to comply with any aspect of the Policy, we reserve the right to suspend or withdraw your status as an SDS Member with immediate effect or alter the benefits associated with your account. You will still be able to purchase Products for your own use using a consumer account if your status as an SDS Member is suspended or withdrawn but you will not be able to resell them. In such circumstances, you must immediately cease all marketing and sales of the Products, cease representing yourself as an SDS Member and no longer give any impression that you have any affiliation whatsoever with Nutri Advanced.

Selective Distribution Criteria

1. You must represent the Nutri Advanced brand in a professional manner and refrain from conduct that could harm the Nutri Advanced brand.
2. You must at all times act in a manner that protects the integrity of the Selective Distribution System and must assist Nutri Advanced and other SDS Members as needed to support this objective.
3. Your place of sale (whether a warehouse, brick-and-mortar store or website) must convey a premium image consistent with the Nutri Advanced brand (reflecting the respective functions of Authorised Wholesalers and Retailers).
4. Products may only be sold from a place of sale that has been approved and expressly authorised by Nutri Advanced. All brick and mortar stores from which Products are sold to End Users must present Products in an attractive, high quality sales environment.
5. Authorised Retailers must provide nutritional advice using qualified or adequately trained staff, and associated customer services, both pre- and post-sale.
6. You must store the Products in a clean, cool, dry place, away from direct sunlight, extreme heat, and otherwise appropriate environment.
7. You shall not adapt or modify the Products in any way or assist any third party in doing so.
8. It is important to us that the integrity of the Nutri Advanced brand, Products and image is protected. You shall only market and promote the Products in a way that is consistent with our brand guidelines and values that we inform you of from time to time. We, or (if different) the manufacturers of Products, own the copyright and trademarks in the Products and packaging and other materials. You agree not to remove or alter the trademarks or any copyrighted material associated with the Products in any way, and you agree not to make any unauthorised use of trademarks, copyrights, logos, images or information on our website without our express prior consent.
9. You shall not make any representations or warranties concerning the Products that are not set out in the Terms and Conditions or our product information and documentation.
10. You shall ensure that your marketing collateral, website or other documentation is of sufficient quality and does not misrepresent the Products or their purpose in any way, and is only used after it has been formally approved by us in writing.
11. You must use approved relevant content provided by Nutri Advanced for marketing the Products. For instance, you may only use product images provided by Nutri Advanced, which must be reproduced in high quality.
12. Health Professionals must be able to demonstrate (on request) that they are actively seeing patients.
13. SDS Members may only sell from websites approved in advance by Nutri Advanced. Any such website must: (i) be owned by the SDS Member; (ii) be operated in the SDS Member’s own name, and conspicuously display the SDS Member’s identity and contact information; and (iii) meet our online quality standards. Authorised Wholesalers may only sell from trade websites that are not accessible by End Users.
14. Authorised Wholesalers must demonstrate that they have suitable processes and procedures in place to ensure that sales of the Products can only be made to SDS Members, or have prepared a documented plan for implementing such procedures.
15. Our Products are for distribution in the Territory. You are solely responsible for compliance with all applicable local and national laws and regulations where you advertise or sell the Products and obtain such consents, licences, permissions and documents as may be required which may affect the importation, packaging, labelling, marketing, advertising, promotion and/or resale of the Products in the Territory.
16. SDS Members may not sell Products via any third-party website (such as Amazon or eBay).
    For the avoidance of doubt, all SDS Members are free to set their own resale prices.