Application Form for Appointment of Whyi marketing Ltd Independent Member
A. Becoming a whyi Member
Thank you for applying to become a whyi Member. You will become a whyi Member only when we (whyi) accept your application and your Membership is entered into our system. The terms and conditions of our Agreement are found in this application, Rules of Conduct ("Rules") and other documents posted on www.whyi.co (collectively the "Materials''). We may revise the Materials from time to time at our discretion, so we encourage you to regularly visit our website whyi.co.
Applicant applies to become a whyi Member and agrees to abide by the terms of the Members Agreement set forth on the back of this Agreement (as altered from time to time).
It is illegal for a promoter or a participant in a trading scheme to persuade anyone to make a payment by promising benefits from getting others to join a scheme. Do not be misled by claims that high earnings are easily achieved.
B. As a whyi Member, I understand and agree:
● I will promote and sell whyi packages and services to referral customers as an agent on behalf of whyi. In this agreement, whyi packages shall mean both the current range of educational seminars, tutorials, webinars, and the like, and such further products and/or services which may be supplied by whyi in addition to, or in substitution for, those packages from time to time. I recognise and acknowledge that whyi packages are supplied entirely in virtual form, by way of hypertext and other links and downloadable media, with no tangible option, and any description thereof as “products”, “goods” or the like shall be understood accordingly.
● By becoming a whyi Member, I am representing the whyi brand, and I agree that I wilI promote whyi products and services to referral customers only in a manner that enhances the reputation of whyi and I will conduct myself in a manner that reflects the highest standards of integrity and responsibility in keeping with the reputation of whyi. In advertising any of the packages or whyi in relation to any information I provide about earnings, I will ensure the following wording is used:
“It is illegal for a promoter or participant in a trading scheme to persuade anyone to make a payment by promising benefits from getting other people to join a trading scheme. Do not be misled by claims that high earnings can be easily achieved”.
● I will protect whyi’s trademarks and trade name by not reproducing whyi’s name and/or trademarks or copy any of whyi’s materials for use in any advertising without the prior written approval of whyi.
● As a whyi Member I am a self-employed independent contractor deciding, among other things, my schedule, how much time I wish to devote to my business, my expenses and methods of operation. As an independent contractor I am not an employee, agent, franchisee, fiduciary or beneficiary of whyi or any other Member. I acknowledge that as an independent contractor, I will have no rights or benefits that an employee of whyi may have nor will I make any claim to the contrary or claiming workers’ rights.
● I cannot act on behalf of, represent, or conclude any contracts on behalf of whyi, or jointly with whyi, save for the collection and transmission of orders for whyi packages; I do not have any authority to incur any debt, obligation, or liability on behalf of whyi.
● As an independent contractor, I am responsible for making all relevant filings and returns required by law and for paying all taxes due in respect of my business.
● I agree to abide by all laws relating to my business. I will be responsible for my conduct in relation to my business with whyi and will indemnify whyi as regards any claims against whyi and/or myself arising out of my conduct. I will maintain adequate insurance against all relevant risks including public liability. I confirm that I have the right to work in my chosen jurisdiction, and will produce, upon request, documentation to confirm my right to do so. I hereby indemnify whyi in respect of all and any claims, expenses, costs, or liabilities against it arising from or in connection with my right to work.
● I will present whyi’s 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.
● I will submit orders to whyi in the manner prescribed by whyi accompanied by full payment by any payment method deemed acceptable by whyi. I understand that all orders are subject to acceptance by whyi.
● I understand that information and materials provided to me contain confidential and proprietary information of whyi. I will not use, disclose or reproduce these materials other than for my business without the prior express written consent of whyi.
● I have no financial obligation during the period of 12 months from the start of this agreement other than to pay for any goods and/or services ordered by me.
● 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 to be eligible for payment. I understand that whyi may suspend or revoke payment of commissions paid less than 120 days previously if I am in breach and I authorize whyi to deduct from commissions, overrides or other amounts due to me, amounts owed by me to whyi which are due at the time of the deduction. whyi may recover from me commissions paid in respect of returned packages or cancelled services.
● I agree that personal information provided to whyi may be retained and processed by whyi manually and/or on a computer database, disclosed and transferred to whyi and its affiliates and to other persons situated anywhere in the world, within or outside the European Economic Area for use by whyi for business purposes. Personal information includes, but is not limited to, my name and address, sensitive personal data and other information relating to me and such information may be disclosed to third parties for whyi’s business purposes unless I notify whyi that I do not want such information released. I also agree that such information pertaining to customers belongs to whyi and that whyi reserves the right to assure continued service to customers if I cease to be an active Member. I will take appropriate steps to protect the security of personal data in my possession.
● I cannot transfer or subcontract this agreement or my appointment as a whyi Member to any person or entity without the consent of whyi on such terms as it may determine. As an independent contractor, I am entitled to arrange for such assistance in the conduct of my business as I deem appropriate.
● If I am in the UK, I will not (in the first seven days of my appointment as a whyi Member pay or agree to pay to whyi or any other whyi Member a sum more than £200, whether in respect of packages ordered or anything else.
B. whyi understands and agrees:
● A successful membership involves hard work, diligence and development of business skills as your business grows. You agree to carefully review the Materials so you will be informed about the potential risks, benefits and Rules applicable to your Membership.
● whyi Members will earn profit based on sales of whyi packages and their use by purchasers. whyi Members shall not make any representations as to potential income to be received by a prospective whyi Members as you acknowledge that you are not replying upon any written or oral information or representations about the financial results you might achieve.
● In addition to retail profit, whyi may provide additional awards and privileges to “active” whyi Members, as defined from time to time. You are aware that you will earn no compensation or other economic benefit solely by enrolling or recruiting other whyi Members. If you choose to build and maintain an organisation by sponsoring other whyi Members , you may receive payments from whyi.
● whyi will calculate and pay commissions in accordance with the then whyi-published commission schedules. whyi may change commissions, incentive programme rules and active sales requirements at any time and will make this information available to all IMPs and within a reasonable period of time.
● whyi will not impose on whyi Members any geographical territories or limits relating to sales and recruiting of whyi Members.
● The whyi Member has no financial obligation during the term of this agreement other than to pay the periodical maintenance and renewal fees or for the packages and services ordered.
● This agreement is effective for 12 months from the Effective Date. It may be automatically renewed for additional terms of one year.
● A whyi Member may terminate this agreement at any time by giving written notice to whyi.
● whyi may terminate this agreement for breach immediately or for any reason upon 30 days written notice. The termination is effective on the date indicated in the written notification provided by whyi.
● No whyi Member or former whyi Member may sell products or services which are competitive with the products or services of whyi either while this agreement is in effect or for a period of 6 months following its termination.
● No whyiMember or former whyi Member may directly or indirectly solicit or attempt to solicit customers of whyi as introduced under the scheme for a period of 6 months following the termination of this agreement.
● 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.
● If whyi Member terminates this agreement more than 14 days after entering it or if whyi terminates this agreement, whyi Member shall have no further contractual obligation to whyi save under the 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.
● This right of return and refund does not apply to whyi digital packages.
● These terms and conditions, whyi’s Policies & Procedures and Compensation Plan, all as may be modified from time to time in writing issued by an authorised whyi official (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 whyi.
● This agreement shall be governed by Seychelles law.
● Whyi Marketing Ltd Return Address House of FrancisRoom 303lle Du Port, Mahe, Seychelles
You are part of a community of like-minded people who are driven by a purpose – to support individuals to create educational opportunities. We believe in a transparent business model that enables individuals to maximise their potential and have the responsibility to operate with ethics and integrity. The Rules of Conduct have been established for YOUR protection. They represent the code of ethics and standards by which all WhyiMembers must operate.
Whatever your goals – better education or better education and extra income – we hope you find your WhyiMembership rewarding.
Best wishes for your success,
Whyi marketing limited Rules of Conduct V02 November 2021
Table of Contents
Becoming a Whyi Member
Independent Business Relationship
Changes in Member Status
Cross Line Sponsoring
Customer Enquiry Procedure
Member Rights and Obligations
Code of Ethics
Member's Rights and Responsibilities
Whyi Meetings - Explaining the BUSINESS OPPORTUNITY
Qualifying for Bonus
Payment of Bonus
Conventions and Trade Shows
Rules of Conduct Violations
Member Wishes to End His Agreement
Review by Appeals Committee
Consequences of Termination
Cancellation of the Agreement
Limitation of Liability
Congratulations! As a Whyi Member, you are now part of a community of like-minded people who are driven by a purpose – to support individuals to create educational opportunities. We believe in a transparent business model that enables individuals to maximise their potential and have the responsibility to operate with ethics and integrity. As such, please review these Rules of Conduct to help you on your journey.
Because we know some aspects of running a business can be complicated, there is a team of people here at Whyi standing by to help you. If you have questions, you can reach them by raising a ticket through the Whyi Back Office.
1.1 The Rules of Conduct set out below (the “Rules of Conduct'', or “this manual”), including any schedules and/or appendices, all as may be amended from time to time, together with the Whyi application form, the Compensation Plan and any other document (collectively the “Materials”) in whatever format, posted on our Whyi website forming part of a legally-binding agreement (the “Agreement”) between Whyi International Limited (“Whyi” or the “Company”) and the Whyi Members, comprise and explain the relationship between each Whyi Member and where the context so admits, joint Members and Whyi . These Policies & Procedures have been established to protect the respective interests of independent Members and Whyi . In any case where any provision contained in this manual conflicts with the laws of any relevant jurisdiction, the laws of that jurisdiction shall prevail.
1.2 Unless the context otherwise requires, references to the singular shall include the plural and vice versa, references to any gender shall include all other genders, and references to "persons" shall include bodies corporate, unincorporated associations and partnerships.
1.3 Headings are for ease of reference only and shall not affect the interpretation of this or any other document referred to in this document.
1.4 We may revise the Materials from time to time at our discretion, so we encourage you to regularly visit www.whyi.co.
C Member STATUS
2. BECOMING A Whyi Member
2.1 2.2 Eligibility requirements to become Member are as follows:
2.2.1 A potential new Member can be introduced only by Whyi or by a current Member without markup or profit to the Sponsor.
2.2.2 The Member must have reached the age of 18 years and be resident in a country in which Whyi is currently conducting its business. Any person regardless of sex or race can apply to be Member, subject to any relevant local laws or regulations.
2.2.3 A Member may not be a citizen or resident of any of the countries subject to arms embargo, or trade sanctions and other trade restrictions.
A Member may not be directly or indirectly (through or by means of any person, entity, or other means) conduct any Whyi business activities with an individual who the Member has reason to believe is:
i. a citizen of a restricted country (regardless of place of residence);
ii. a resident of, or operates businesses in a restricted country.
iii. believed to engage in sales to citizens or residents of a restricted country.
Business activities include but are not limited to the following:
• promoting the Whyi opportunity;
• sponsoring Members; or
• promoting or selling Whyi products and services.
In this provision, references to “other trade restrictions” shall mean trade restrictions which are specific and prohibitive of their nature specific to the country in question.
2.2.4 The Member will be allocated a Member ID Number. This number will be recorded on Whyi ’s database, together with the Members personal details.
2.2.5 Members may not have ownership or management control of more than one Membership (One USER ACCOUNT ONLY)whether as an individual or joint Member. This is always the case except where two Members marry or register as a civil partnership after each had independently become an Member in his own right (see clause 5.11) or where an Member inherits another Members business (see clause 5.18). If an individual submits more than one Member Membership Application, the first Application received and formally accepted by Whyi system is the valid Membership.
2.2.6 Whyi will not accept as Members companies or other such legal entities. Trading names are permitted at the discretion of Whyi . A partnership (other than one which consists of two persons who are either married or in a registered civil partnership) or a limited liability company, may not become a Member. If a Member operates his Whyi business through a corporate entity he shall be required to retain control of that corporate entity. Any change in control of the corporate entity may be treated by Whyi as an application by Member to transfer his Agreement in the same way as if the Agreement was entered into by the Member as an individual and remained in his name.
2.2.7 No purchase is necessary to become a Member.
2.2.8 (Debt Discouraged) One of the benefits of a Whyi business is that it is inexpensive: Members who elect to buy products and/or build Members’ organizations don’t need to incur burdensome debt. Whyi strongly discourages incurring debt or obtaining loans to pursue the Whyi opportunity. Money loaned or granted for any purpose not specifically related to Whyi(including educational loans or grants) may not be used in the operation of a Whyibusiness.
2.2.9 Whyi strongly discourages incurring debt or obtaining loans to pursue the Whyi opportunity. Money loaned or granted for any purpose not specifically related to Whyi (including educational loans or grants) may not be used in the operation of a Whyi business.
3. INDEPENDENT BUSINESS RELATIONSHIP
3.1 Members are independent contractors. The Member Agreement between Whyi international limited and its Members does not constitute an employer/employee, franchisor/franchisee, agency, legal partnership, or joint venture relationship. Members shall have no legal right or authority to bind Whyi to any obligation or to make representations or warranties on behalf of Whyi . The Member shall be responsible for filing all necessary tax returns and paying all applicable taxes, in relation to the Members own business in accordance with Clause 4.
3.2 Any verbal or written statements made by the Member, as an independent contractor, with regard to Whyi products or services and Whyi must be based strictly on the current information issued by Whyi . The Member is liable for all statements he may make which deviate from the above and shall indemnify Whyi from any loss, damages, claims, costs (including legal fees or court costs) or fines arising from unauthorised representations made by the Member.
3.3 The Member is encouraged to determine his own hours of work, sales methods, and sales operations, provided they comply with applicable laws, codes and regulations. The Member is responsible for payment of all expenses incurred in the running of his Member business.
4.1 As an independent contractor the Member shall be responsible for the filing of all necessary tax returns and registering for and the payment of all applicable taxes due in relation to the Member's business. This shall include (but not be limited to) the obligation to make, execute or file all reports and obtain licences (including, if applicable, tax and VAT registration) as are required by law with respect to the Member Agreement and/or the acquisition, receipt, holding, selling, distribution or promotion of Whyi products and services.
4.2 If Whyi is required to pay VAT or any other similar tax on any payments due to the Member under the Compensation Plan, Whyi reserves the right, subject to approval of the relevant tax authorities, to self-bill for such sums, in which event that tax amount shall be paid to the Member only if the Member is properly registered and provides Whyi with a copy of his registration certificate. If the Member, having been registered, ceases to be registered, he shall notify Whyi in writing of the fact within fourteen (14) days of the de-registration taking effect. If Whyi is obliged or liable to make any payment to the tax authorities as a result of the failure of the Member to notify Whyi of de-registration, then the Member acknowledges and agrees that Whyi shall be entitled to recover from him the amount of such tax paid, either by deduction from the Members account with Whyi or by any other means available to Whyi from time to time.
5. CHANGES IN Member STATUS
2. Change of Name:
5.1 The trading name of the Member may be changed with the prior written Agreement of Whyi following written notification to Whyi by the Member. Such notification must include the consent of any joint Member (being a spouse or registered civil partner).
3. Line of sponsorship:
5.2 No Member may interfere with the relationship between another Member and the Member’s Sponsor. For instance, no Member may attempt to induce another Member to change a Sponsor.
5.3 The integrity of the lines of sponsorship is fundamental to the functioning of Whyi and its success. Whyi believe in protecting the relationship between Member and Sponsor to the fullest extent possible. However, Whyi may in its sole discretion terminate the Member Agreement and associated line of sponsorship in the following circumstances:
5.3.1 where Whyi believes that there has been unethical sponsoring by the original Sponsor; or
5.3.2 where Whyi received the written approval of the immediate five (5) Upline Sponsors for such termination.
5.3.3 Where such termination occurs, the Member will remain inactive for at least a period of six (6) months (beginning upon the date such termination is notified to the Member by Whyi ) before he is able to re-apply under a different Sponsor if he so wishes. Where the Member does choose to re-apply (and is successful in such re-application) the Member position and his individual Downline will be transferred to the new Sponsor’s Downline, with any and all of the Member’s previous Downline intact.
4. Sale of Member Position:
5.4 Member position or any rights ensuing therefrom may be sold or otherwise transferred by the Member subject to prior written approval from Whyi (such approval not to be unreasonably withheld). In general no transfer Agreement will be approved unless it includes:
5.4.1 covenants by the seller not to solicit his immediate Downline for at least six (6) months from the effective date of the sale; and
5.4.2 a provision in which the parties agree upon the ownership of the Member business upon the sale.
5.5 Subject to prior approval from Whyi (such approval not to be unreasonably withheld), the sale of the Members position must first be offered in writing to the Member’s Sponsor. Should the Sponsor choose to purchase the Member position, the Members position will cease, and its Downline will be merged into the Sponsor's existing Downline.
5.6 Should the Sponsor decline the offer, the Member position must then be offered under the same terms to each of the seller's five (5) immediate Upline Members. Such offers may be communicated simultaneously. In the event that two or more of such Upline Members wish to accept the offer, the Upline Member closest in the Upline to the selling Member shall be the purchaser.
5.7 If the five (5) immediate Upline Members decline the offer, the Member position can then be offered to any person who is not currently a WhyiMember but who fulfils the eligibility requirements of becoming Member (see Clause 2.2). The purchaser must register into the selling Members sponsorship line.
5.8 Where the Members position is offered to the Sponsor or the Upline in accordance with paragraphs 5.4 and 5.5 above the Sponsor or Upline Member must notify the Member within fourteen (14) days as to whether or not they wish to accept or decline the offer.
5.9 Where the sale is to a person who is not a current Whyi Member, Whyi must receive the following before it will consider the transfer:
5.9.1 a proposed Transfer Agreement including terms of payment;
5.9.2 a signed on line Member Agreement; and
5.9.3 any further information or documentation that Whyi require to evaluate the purchaser, terms of sale or any other matter which Whyi deems relevant or necessary for the exercise of its rights of approval;
5.10 No Member may buy or sell Member positions other than in accordance with this clause.
5.11 The seller may not reapply to become a Whyi Member or purchase another Whyi Member position for a period of six (6) months from the date of the sale or transfer of the Member position.
5.12 A Member may not transfer a Membership in order to circumvent the Rules or the law. If Whyi become aware that a former Member (Transferor) and/or the Transferor’s spouse or life partner has engaged in conduct or activity that would violate the Rules after granting the transfer request, Whyi may apply sanctions to the transferred Membership.
5.13 The achievements of a Member are personal, and if an assignment or transfer is approved, the status and benefits achieved by the Member may not be transferred with the Membership. The Transferee may be required to achieve all qualifications for status and earning requirements after the assignment or transfer is made. This includes any rank status, vacation qualifications or any other rights of the individual Member.
5.14 After transfer of the Membership:
1. • The Transferee shall be responsible to Whyi for any and all violations of the Rules committed by or on behalf of the Transferor in connection with the Membership.
2. • For a period of six (6) months following the effective date of the transfer, acts by the Transferor and/or the which would violate the Rules if the Transferor were still a Member, shall be treated as though the violations were the Transferee’s violation.
5. Inherited Member Businesses:
5.15 Upon the death of Member, where the rights in the Members business are passed to his heir, the heir may take up the Member position provided that he is eligible to do so and provided he agrees to be subject to the responsibilities stated herein and the terms and conditions of the Member Agreement, as if he were a party thereto and providing final payment of sums due (if any) under the Member Agreement have been made. Whyi reserves the right to suspend the Member position until receipt of documentation evidencing the entitlement of the heir to the deceased's Member position.
5.16 In all circumstances where the business is owned by a deceased individual:
5.17.1 Within sixty (60) days following his appointment, the temporary manager must, where a legal heir has been specified by the deceased, assist the heir to apply as Member and transfer all responsibilities to him. Where there is more than one heir, they must elect one person to run the business, but the income will be allocated between them as they agree. If they cannot agree upon who should run the business, Whyi may sell the business and pass the resulting profit to the personal representative to distribute in line with the will.
5.17.2 Where no heir is specified, the temporary manager may appoint another person to run the business until the end of its authorised period. This person must be a Member or successfully apply to be Member. Whyi may pay this person all/or part of the income earned during this period.
5. Incapacity of Member:
5.18 Upon the incapacity of a Member, the rights and responsibilities of the Member can be assumed by a person authorised by a power of attorney who may handle the Members affairs even though he may himself hold a Whyi Member position. Whyi reserves the right to suspend the Member position until receipt of documentation evidencing the authority of the person authorised by a power of attorney.
6. RETAIL OUTLETS
6.1 A retail outlet is a store or any other fixed location where passers-by are attracted or people come to purchase products because of advertising, location, signage, visibility or otherwise. For example, it includes markets (open or enclosed), pharmacies, kiosks or booths (temporary or permanent), swap meets or flea markets as well as any other location which Whyi determine, in its sole and absolute discretion, as inconsistent with direct selling.
6.2 Whyi does not permit the sale or promotion of Whyi products or services in retail outlets. Proprietors of such establishments may, however, be sponsored as Whyi Members, but promotion of Whyi products and services may not be effected on the retail premises. This policy ensures that all Whyi Members have an equal opportunity in the promotion of Whyi products and services.
6.3 A Whyi Member with his own retail premises may display Whyi literature for the purpose of creating interest in the products, services and in the Whyi programme. Contact with potential Members for further sponsoring activity should be effected off the premises. Whyi products or services may not be displayed in any retail outlet if competitive products or services are sold or promoted in the outlet.
7. CROSS LINE SPONSORING
In consideration of the granting of the Member position the Member agrees that for the duration of the Agreement, and for a period of six (6) months after the expiry or termination of the Agreement, he shall not 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 Whyi 's contractual relationships with any Whyi Members, including in particular cross line sponsoring of Members into another network marketing business opportunity. Without limiting the generality of the foregoing, for the duration of the Agreement and for a period of six (6) months after the expiry or termination of the Agreement, the Member agrees not to cross line sponsor, and in particular the Member agrees not to, directly or indirectly, contact, solicit, persuade or sponsor any Whyi Member with the aim of promoting opportunities in marketing programmes of any direct sales company other than Whyi or with the aim of persuading any Member to cease being a Whyi Member.
8. CUSTOMER ENQUIRY PROCEDURE
8.1 In the case of enquiries made by a customer directly to Whyi without reference to a Member, Whyi will endeavour to ascertain whether an Member initiated the contact with Whyi . If a Member did initiate the contact, the person making such enquiry will be requested to contact the Member in question.
8.2 Enquiries resulting from the media or other advertising of Whyi or Whyi products or services without any personal contact with Members will be passed on in a rota system, as decided by Whyi to active Members who operate in the vicinity of the enquirer.
D MEMBER RIGHTS AND OBLIGATIONS
9. CODE OF ETHICS
9.1 The Member agrees to conduct his business according to the following Code of Ethics. This Code ensures high standards of integrity and professionalism throughout Whyi 's network of Members and protects the business image of the individual Member as well as the overall image of Whyi .
9.2 The Member promises and agrees when conducting his business that he will:
9.2.1 conduct himself and deal with other Members with the highest standards of honesty, integrity and fairness and in accordance with the Whyi code of conduct;
9.2.2 be honest in all business dealings;
9.2.3 represent Whyi 's products and services in complete accordance with the information contained in Whyi literature, without making misleading product or service claims;
9.2.4 represent Whyi Compensation Plan completely to all potential Members, without making any misleading or exaggerated income claims;
9.2.5 make estimates of profits that are based on reasonable predictions for what an average Member would achieve in normal circumstances;
9.2.6 represent that past earnings in a given set of circumstances do not necessarily reflect future earnings;
9.2.7 not misrepresent the amount of expenditure that an average Member might incur in carrying on the business;
9.2.8 not misrepresent the amount of time an average Member would have to devote to the business to achieve the profit estimated and not state that profits or earnings are guaranteed for any individual Member;
9.2.9 not state or imply that Member will build a Downline organisation for anyone else;
9.2.10 not state that any consumer, business or government agency or other person or entity has approved or endorsed the Whyi products, services or Compensation Plan;
9.2.11 fulfil all obligations associated with sponsoring other Members, including training, motivation and support;
9.2.12 familiarise himself with and abide by Whyi 's Rules of Conduct as amended from time to time and ensure that he at all times is operating in accordance with the latest version of the Rules of Conduct;
9.2.13 familiarise himself with and abide by all laws, common laws, regulations, codes and statutes of any country in which he conducts his Whyi business.
10. MEMBERS RIGHTS AND RESPONSIBILITIES
10.1 Whyi grant to the Member in accordance with the terms of the Member Agreement the non-exclusive right to sell and promote Whyi products and services. Members may promote products and services, and sponsor new Members only in countries in which Whyi operates and in which the Member is authorised by Whyi to conduct his Member business.
10.2 Members are able to, subject to these Rules of Conduct:
10.2.1 receive Whyi literature and other communications;
10.2.2 participate in Whyi sponsored support, service, training, motivational and recognition functions (subject to applicable charges); and
10.2.3 participate in promo Whyi sponsored programmes.
Whyi reserves the right to disqualify Members from participating in the aforementioned events, for any reason whatsoever.
10.3 All Member Agreements expire annually on the anniversary of the commencement of the Agreement by Whyi or such other date as Whyi determines (the “Expiration Date”). Each Member is required to renew his Agreement prior to the Expiration Date. Such renewal must take place by way of the completion of a renewal application together with payment of the annual renewal administration fee. If the renewal application is sent by post, it must be postmarked no later than the Expiration Date. Whyi reserves the right in his sole discretion to accept or reject any renewal application for whatever reason and to waive the renewal fee (or to debit it from any due commission).
10.4 The Member must:
10.4.1 obey all laws, codes and regulations of the country he resides and/or operates in, in particular with regard to network marketing. He shall not involve himself in any business matter or activity which may jeopardise Whyi ’s reputation;
10.4.2 identify himself as a WhyiMember when conducting any activities relating to whyi, and fully comply with this manual, the Whyi Business Plan (“Compensation Plan”) and any other Whyi rules and procedures, including any subsequent amendments thereto. Whyi may amend all rules and procedures at his discretion. Such amendments will be communicated to Members in such manner as Whyishall reasonably determine;
10.4.3 promptly inform Whyi of any serious complaints received from any customers. The Member shall also provide Whyi with all relevant correspondence associated with such complaint;
10.4.4 not sell products or recruit new Members via a door-to-door method and not promote the Whyi Compensation Plan in a public area;
10.4.5 not use telemarketing methods, faxes, flyers, posters, large quantity mailing or any other broadcasting method to promote sales;
10.4.6 not use other professions’ names or reputations to promote products. Member must not pressure others into being sponsored;
10.4.7 not overstate benefits or use any other misleading methods to promote products;
10.4.8 not distort a product’s, specification, to promote sales;
10.4.10 not use his network to sell, solicit or promote the products or business opportunity of another MLM or direct-selling company to any Member or customer which compete with those of whyi;
10.4.11 not be Members for any other direct selling companies, whilst they are Whyi Members, as they would be in possession of extremely confidential information concerning whyi. If Members who are Member and above are discovered to be so involved in other direct selling companies, Whyi may suspend their Agreement;
10.4.12 follow whyi’s rules at any meeting or seminar involving the Member. The meetings must only be for the purpose of training Members and/or promoting the Whyiproducts and business;
10.4.13 not promote their own political or religious beliefs whilst conducting Whyi business;
10.4.14 inform Whyi if they own their own networking centre or trademarks and these can only be used for promoting products following whyi’s written approval;
10.4.15 not promote themselves as being agents, employees or partners of whyi;
10.4.16 not use any means to threaten or intimidate other members of whyi; and
10.4.17 ensure to the best of their ability that Whyiis not sued due to the Members negligence. Members accordingly acknowledge that they will indemnify Whyi against any and all loss of profits (whether direct or indirect), goodwill, business opportunity or legal costs (whether or not reasonably foreseeable), which are incurred by Whyias a result of the acts or omissions of the Member.
10.4.18 Representations made During Sales
The Member agrees to give a true and fair description of Whyiproducts, services and programmes in all discussions with customers, fellow Members and potential Members. This obligation to give a true and complete representation shall include the following points:
10.5 Rules of Conduct and Whyi Compensation Plan
10.5.1 The Member shall neither miss-state, nor omit any essential details regarding the Whyi programme. On presentation of Member Agreement the Member shall provide each potential Member with a copy of the current Rules of Conduct and any other relevant documentation.
10.5.2 In discussions with potential Members, the Member will ensure that the following points are made clear:
(a) that the Whyi programme is based on the sale of Whyi products and services to referral customers;
(b) Members will not be successful merely by sponsoring other Members without endeavouring to sell products or services themselves;
(c) turnover from product sales is the sole source of Bonus payments; and
(d) exclusive or undue emphasis on sponsoring is not permitted.
10.6 Income Representations:
10.6.1 The Member shall not make any exaggerated representations as to potential income to be realised by prospective Members or disclose their Whyi income (including the showing of payments, copies of payments or bank statements) when presenting the Whyi opportunity or the Whyi except where this is permitted in official Whyi literature.
10.7 Product/Service Claims:
10.7.1 The Member shall not make claims about Whyi products or services other than those found in current Whyi literature.
10.8 Non Disparagement:
10.8.1 In setting a proper example for their Downline, Members must not disparage other WhyiMembers, Whyi products or services, the whyi, Whyi employees or officers.
11.1 Every Member must have his own Sponsor. The prospective Member must tender his application to become Member to the first Member who presented him with the complete Whyi business opportunity or Member with whom he has done meaningful work. Member shall not exert undue influence over the prospective Member nor offer as enticement exaggerated prospects with regard to the possible income or business development from being Member in order to gain a new WhyiMember.
11.2 The Sponsor will be the name shown on the first Member application to be legally signed, dated and recorded in whyi's database.
11.3 Following instructions from whyi, or according to this manual, Members must provide training for Members they have sponsored periodically. Where Member provides training for his Downline he shall ensure that the only equipment/tools used belong to whyi. Any Member meetings held will not involve a charge to Members attending.
11.4 Before sponsoring anyone, members must honestly explain the manual, emphasising the responsibilities involved. Members can only ask prospective Members to sign an application form if it has been fully explained. Members must explain the following:
11.4.1 the qualification of becoming Member;
11.4.2 the importance of attending Whyi meetings;
11.4.3 this manual;
11.4.4 the obligations and responsibilities of being an Member;
11.4.5 the types, prices, functions, qualities and uses of the products; and
11.4.6 the procedures for, and consequences of, resignation.
11.5 A Sponsor must ask whether the prospective Member and/or partner has been a Member before. If he has, the Sponsor must follow the procedures stated below.
11.6 A Sponsor must ensure that the new Member fully understands the product ordering procedures.
11.7 When a Member who has been sponsored intends to resign, the Sponsor must assist him with the resignation procedure, including any product returns. A Sponsor must respect Members' decision to resign.
11.8 A Sponsor must encourage his Members to participate in meetings and other activities held by whyi, although he cannot force Members to attend.
11.9 A Sponsor must encourage his Members to undertake thorough research, and to use publications, printed materials, recorded audio and/or visual aids made by whyi, and to conduct the Whyi business according to the guidelines stipulated in such sales aids.
11.10 Under no circumstances can Member (either directly or indirectly) assist, encourage or in any way become involved with another Member leaving his current network in order to move to a different network which is competitive with Whyi in any material respect.
11.11 When a Member voluntarily resigns he is not allowed to participate in any Whyi activities for at least six (6) months. Should a Member be moving networks or Sponsor, he must also remain inactive for the first six (6) months following his move. If a Member is inactive, he must stop conducting and participating in all Whyi activities. He cannot participate in any stage of sales, he cannot explain the Compensation Plan to others or participate in any sponsoring meetings, training courses or other activities organised by whyi.
11.12 Members must follow the rules stated above and below to change his Sponsor. He cannot sponsor any Members himself, or be himself sponsored again, until after his six (6) month period of inactivity.
11.13 If a Member breaches the provisions of paragraphs 11.11, 11.12 or 11.13, Whyi has the right to take disciplinary action against him. This action includes suspension and transferring all his Downlines to the original line of sponsorship, and suspension of all qualifications and sales volume achieved during the period of breach.
11.14 If a Sponsor discovers a Downline has breached the provisions of paragraphs 11.11, 11.12 or
11.15 he must report the breach to Whyi within six (6) months of the violation, otherwise he will lose his right to recourse.
11.16 whyi’s aim is to maintain stability in the networks and does not encourage Members to change networks at will. Whyi will carefully consider any request for change and the following provisions will apply:
11.17.1 Member is prohibited from having two or more Whyi businesses; if he does, Whyi will only recognise the first business as being the valid one and take disciplinary action if it sees fit; and
11.17.2 Whyi reserve the right to reject any application for change of sponsorship.
12. INTERNATIONAL SPONSORING
12.1 Any Member who has good standing within the Company can sponsor Members in countries other than the country in which the Member is registered provided that Whyi is operating in that country. The prospective newly sponsored Member should be registered in his country of residence and a valid Member Agreement should be obtained.
12.2 The sponsoring Member will be responsible for making returns and payment of all applicable taxes in countries other than his country of registration where appropriate.
12.3 A Member sponsoring internationally must familiarise himself and comply with the laws, regulations, codes and whyi's Rules of Conduct for the country in which he is sponsoring.
12.4 Whyi reserve the right to permit international sponsorship in future foreign markets but may impose any conditions it deems necessary.
12.5 Any Member conducting Whyi business in a country other than that in which he is resident and registered as a Whyi Member shall comply with the local DSA code in that country. If there is no local DSA in that country then the Member shall comply with the requirements of the World Federation of Direct Selling Associations.
13. Whyi MEETINGS – EXPLAINING THE BUSINESS OPPORTUNITY
13.1 When inviting others to attend a Whyi meeting about the Compensation Plan, Members must stress that the meeting is a business opportunity presentation (BOP). Member must act honestly during the meeting and must not give any misleading information (for example by implying or suggesting that:
13.1.1 he wishes to employ them as Whyistaff;
13.1.2 Whyi is a ‘get-rich quick’ scheme;
13.1.3 it is a purely social activity;
13.1.4 only a marketing survey is to occur; and/or
13.1.5 the meeting will deal with financial/tax/investment issues only).
13.2 The Member must state that Whyi is purely responsible for the Compensation Plan, that the intellectual property rights in relation to the products belong to Whyi and that Whyi will remain ultimately responsible for his distribution territory.
13.3 When explaining the Compensation Plan, Member must:
13.3.1 explain the legal relationship between Whyi and his Members;
13.3.2 not exaggerate the income or privileges he receives from whyi;
13.3.3 not disparage other direct selling organisations;
13.3.4 not imply that the benefits arise mainly from sponsoring others;
13.3.5 clearly state that the sale of products is of utmost importance and emphasise that Member is not obliged to sponsor others;
13.3.6 explain that products have to be sold continuously and a courteous service be provided at all times in order to obtain income and bonuses;
13.3.7 explain that profit and income from the past and present can only be used as an estimate of what could be achieved in the future. He can use his own experience as an example and that of other Members after their permission has been obtained; and
13.3.8 only refer to achievements (such as holidays and buying houses) which Members can realistically expect to earn.
14. QUALIFYING FOR BONUS
14.1 In order to receive bonuses or commission, Members must comply with the following obligations:
14.1.1 fulfilment of all obligations with regard to the sponsoring of other Members (see Clause 10 and 18 in particular, if and to the extent they are relevant) and;
14.1.2 Fulfilment of the qualification requirements as set out in the Whyi Compensation Plan.
15. PAYMENT OF BONUS
15.1 Online Orders placed with Whyiand paid for by the closing time on the last business day of the
week (Sunday 23:59) (or such other time as determined by whyi) will qualify for daily and or weekly bonus eligibility.
15.2 Whyi reserve the right in its sole discretion to determine the last business day of the month.
16.1 Earnings Through Sales. Commissions are paid to Members who qualify pursuant to the Compensation Plan and who are in compliance with the Contract. Member’s success is only achieved through the regular and repeated referral sales and the regular and repeated referral sales by his Downline. As the success of any Member depends largely on the personal efforts of that Member, the Company does not guarantee any level of profit or success, nor does it guarantee Member a specific income.
16.2 Payment. The Company will pay Commissions to qualified Members on Product orders which:
16.2.1 are received by the Company before the end of the Commission period, and
16.2.2 have been fully paid with appropriate payment.
Members will not receive compensation for sponsoring or recruiting other Members.
16.2.3 Commissions are paid in the name of the Business Entity listed on the Member Agreement. When no Business Entity is listed, Commissions are paid to the personal name of the first person listed on the Member Agreement.
16.2.4 Online orders must be received by the Company before 23:59 p.m. (GMT) on the last day of the week (Sunday) to be included in that week’s bonus calculation.
16.2.5 If a Member believes that there is an error in the computation of bonus and/or programme qualifications, the error must promptly be brought to the attention of the Company. If such problems are not presented to the Company in writing within forty-five (45) days after the end of the relevant bonus period, the Member waives all recourse with respect to such alleged error.
16.3 Withdrawals are allowed from Members’ accounts, Members can withdraw as long as they have the minimum required amount plus withdrawal charges. Withdrawals are permitted to Member’s bank accounts or via cryptocurrency wallet. Minimum payment amount of withdrawal to Member’s bank account applies and it is subject to change. Members can keep money to their own account as long as they want.
16.4 Return of paid amount: We transfer withdrawal to Member’s bank account as per the bank account information available in the profile section. In case of withdrawal, the amount will be paid to the cryptocurrency wallet address provided while withdrawing. It is the Members responsibility to make sure to have updated bank account information in the profile section or provided cryptocurrency wallet address during withdrawal.In case the amount is returned unpaid to the Member due to company’s error, full amount including withdrawal fees will be paid back to the Members' back office. In the event that a bonus payment must be reissued to a Member, the company reserves the right to recover the bank charges incurred and any exchange loss in converting money back to our account.
16.5 Returned or Unclaimed payments. The Company makes every effort to ensure that the Member receives his commission payments. However, if a commission payment has been sent to Members last known address but is returned because the Member has moved without a forwarding address or the payment is returned or not presented for payment for some other reason beyond the control of the Company, the payment shall be voided, and the amount may be credited to the Members account one-hundred eight (180) days after his date of issue. This credit may be subject to a monthly maintenance fee.
16.6 No Manipulation. Manipulation of the Compensation Plan is not permitted and may result in disciplinary action. Manipulation of the Compensation Plan includes, but is not limited to, Member purchasing, to qualify for various Ranks or Commissions, large quantities of Product that are not sold through the direct sales channel, placing orders in his Downline, and any other actions that may violate domestic or foreign anti-pyramid scheme laws. Such manipulations may, at the discretion of the Company, result in Sanctions being applied which may include termination and loss of earnings and qualifications of the Memberships of anyone involved (directly or indirectly).
16.7 If a Member owes Whyi a debt 1 and until it is paid in full, Whyi reserves the right to (i) deduct the amount owed from any amount payable to the Member, (ii) withhold payment of monies owed, and (iii) withhold recognition for any qualification.
1 Such debts can include any amounts owed to Whyi for product purchases, adjustments to earnings. Repurchases from Downline Members, fines due to violations of the Rules, payments returned for insufficient funds.
16.8 Deductions and Offsets. The Member authorises the Company to deduct fees from his Commissions as deemed appropriate in accordance with the terms herein or of any term or condition of the Member Agreement. Any fees will be assessed at the sole discretion of the Company.
Whyi own certain trademarks, service marks, trade names, slogans, symbols, and colour schemes which the Member shall not use or display without whyi's prior written permission. Excluded from this are marketing materials, sample products, and advertising provided or sold to Members by whyi.
18.1.1 Members are permitted to advertise Whyiproducts, services or business but must ensure the materials are truthful and accurate and comply with all applicable Rules and law . All advertisements must state clearly that the Member is a “Whyi Independent Member”.
18.1.2 Members are prohibited from using or authorising others to use Whyi trademarks, service marks, trade names, slogans, symbols, and colour schemes in advertising in a manner that would suggest or imply that they are employed by or are agents of whyi. This includes in or on Members’ cars, other than by way of stickers distributed by whyi.
18.2 Literature and Sales Aids:
18.2.1 The copyright in all Whyi promotional material, whether printed matter or audio-visual items, shall remain the property of Whyi at all times and may not be reproduced in whole or in part by the Member, nor shall the Member permit any other persons to do so without the express written consent from whyi. Television and radio broadcasts by Members in connection with their Whyi business are prohibited.
18.2.2 Members may not advertise on any electronic mail media, including but not limited to the Internet and social media sites, without prior written approval by whyi. No Member may independently design a website that uses the names, logos, product or service descriptions of Whyi nor use "blind" advertisements, which make product, service or income claims which are associated with Whyiproducts, services or the Whyi Compensation Plan.
18.2.3 Members’ use of social media sites for the purpose of their Why ibusiness is subject to compliance by Members with guidelines published by Whyi from time to time.
18.2.4 Members are expressly prohibited from the production, use or distribution of printed matter or audio-visual material which makes reference to the content, characteristics, or properties of Whyi or Whyi products or services, which has not been provided directly by whyi. This prohibition is not limited to print, audio, internet or video media.
18.2.5 Members may not record or reproduce materials from any Whyi corporate function event or speech, without the prior written consent of whyi.
18.2.6 Members may not record, reproduce or copy any presentation or speech by any Whyi spokesperson, representative, speaker, officer, director or other Members without the prior written consent of whyi.
18.2.7 Members may not produce, sell or distribute literature, films or sound recordings which in any way resemble those produced, published, and supplied by Whyito their Members. Members may not purchase, sell or distribute non-Whyimaterials, which in any way suggest or imply that such materials originated from whyi.
18.2.8 Any and all support materials, e.g., promotional items, are to be sold and distributed only by Whyi or Whyi approved vendors.
18.2.9 Members must not use the names of any individuals or companies associated with whyi, or any other vendor's names in any advertising and/or promotional materials of any kind, without the express written permission of whyi. Furthermore, Members may not contact, directly or indirectly, or communicate with any representative of any vendor, supplier or manufacturer of Whyi except at a Whyi sponsored event at which the representative is present at the request of whyi.
18.2.10 Any display advertisements, institutional or trademark advertising, other than as covered in the foregoing rules, must be submitted to Whyiand be approved in writing by Whyi prior to publication.
18.3 Telephone Answering Messages:
18.3.1 All Members are independent contractors. When answering the telephone or leaving a message on an answering machine, Members must do so in such a manner as to avoid any possible mistaken assumption on the part of the caller that he is speaking directly to Whyior that the Member is employed by or is an agent of whyi.
18.4 Telephone Directory Listing:
18.4.1 Members may be listed in the official telephone directory or in any business/commercial telephone directory as follows:
Whyi Independent Members,
Smith, Jane and John
18.5.1 All publicity material originated by Members or replies to enquiries from newspapers, magazines or any other print media must be submitted to Whyifor approval prior to publication. Please allow ten (10) days for approval. Unless Whyi provide written approval, such approval shall be regarded as declined.
18.6 Stationery and Business Cards
18.6.1 Any printed Member materials including business cards must be approved by Whyi in advance of printing and must indicate that the Member is a Whyi Independent Member.
18.7 Labelling and Packaging
18.7.1 Members may not re-label or alter the labelling of Whyiproducts, nor repackage or modify the packaging thereof in any way.
18.8 Telephone Marketing
18.8.1 Use of the Whyi trademark, trade names or any of its product or service trade names or any copyright material on computer networks, facsimile machines, automatic answering machines or similar devices for the purpose of recruiting potential Members or customers is prohibited except where express written authorisation is given by Whyi in advance.
18.9 TV Shopping Channels, etc.
18.9.1 Other than as permitted in paragraph 25.9.1 above Whyi does not allow direct response promotion or advertising for Whyi products or services through the print media, radio, television, direct mail, mail order companies, leaflets, catalogues, annual directories or any other form of unsolicited direct response promotion or advertising. This restriction does not apply to the recruitment of Members.
18.9.2 From time to time, reporters may be interested in interviewing Members about Whyi products or business. While interest expressed in the products and business is appreciated, only the Company or its designee is permitted to speak with or write to the press or any other media for, or on behalf of, Whyi or any of its subsidiaries.
If a Member is asked for a media interview or statement about whyi, the Member shall forward the media request to the Whyi Corporate Communications Department.
Likewise, Members are not allowed to offer to be interviewed or to knowingly invite the press or media to a Whyi meeting or event without securing prior approval from Corporate Communications.
18.10.1 No advertising of any description is allowed within a country, prior to and including the official commencement date of corporate sales and distribution.
18.10.2 Whyi do not permit the inclusion of product or service pricing or pricing promotions in advertisements.
18.10.3 While Whyimakes available free or inexpensive promotional literature and other sales aids for Members to use, the phrase “Business Tools,” as used here, refers to sales aids not produced by whyi. Purchasing sales aids or Business Tools is voluntary. Members should buy them only if they decide for themselves, after a reasonable time in the Whyi business, these materials will support their sales and/or business development efforts. Those Members who have achieved the rank of Member or higher may produce individual sales, marketing and support materials to market and promote whyi, the Whyi opportunity, the Whyi products or services, the Whyior their Whyi business. Any Member who has achieved the rank of Member or above who wishes to produce his own business tools must comply with all Rules and applicable law . Members must not sell these materials to any third parties at a price no greater than the cost to produce the product or service being sold. All advertising copy, direct mailing, radio, TV, newspaper and display copy must be approved in writing before being disseminated, published or displayed with the exception of blind advertisements where no reference is made to the Whyi opportunity, Whyi names or product or service names.
18.10.4 If Whyi determines that a Business Tool violates its Rules, the law, or the legal rights of others, or that it represents a risk of damage to whyi’s reputation, brand or image, Whyi shall have the right (without liability) to require the Member to cease the sale or use of the Business Tool.
18.10.5 Leads. The term “Leads” includes prospects for Whyiproducts or opportunity, as well as leads-related advertising, advertising slots, or decision packs.
Members may generate Leads for their own use and they may also provide those Leads at no cost to their Downline Member Members, provided they comply with whyi’s Rules of Conduct and any local privacy and data protection laws.
Members may not sell Leads to other Members and Members may not purchase Leads from any source.
19. CONVENTIONS AND TRADE SHOWS
Before proceeding with an exhibit at a convention or trade show, Members must apply to Whyi in writing for permission. Whyi will not normally permit more than one Member to exhibit at a particular trade show. Each Member is responsible for contacting the appropriate local authorities regarding any required permit (or equivalent document) with regard to participation in a trade show and/or convention. If a permit (or equivalent document) is required, a copy of the document must be submitted to Whyifor its permanent records. Members may not sell or promote Whyi products or services or the business opportunity at farmer's markets or garage or car boot sales, or any such similar event, because of the damage to Whyi goodwill caused thereby.
20. RULES OF CONDUCT VIOLATIONS
21. The Rules protect the Whyi opportunity and brand. Individual Member’s violations can negatively impact Whyi as a whole as well as adversely influence the opinion of regulators, the media and the public’s opinion about whyi, its products and its Members. While Whyimakes every effort to educate and counsel Members about appropriate and inappropriate business practices, there are instances where violations of the Rules merit more severe penalties.
21.1 In order to protect the integrity of whyi's Member network and the business environment in which Whyi operates, where a Member discovers or suspects a violation of the Rules of Conduct by another Member, he should firstly discuss the problem with such other Member. If this does not resolve the problem, then the Member who discovers or suspects such violation should report it to his Upline to try and resolve the issue at a local level. If the matter cannot be resolved, it should be reported in writing to Whyi including details of the date, location and nature of the violation and the identity of the Member alleged to be in breach.
21.2 Whyi generally will only act on complaints brought within one year of when the Member knew or should have known of the violation but reserve the right to conduct an inquiry at any time.
21.3 If Whyidetermine in its sole and absolute discretion there is sufficient information to support the allegation, a member of the compliance department will contact the Member who is the subject of the complaint to permit the Member to provide a response.
In certain circumstances it may become necessary to place restrictions on a Member while an inquiry is in process. Those restrictions may include a prohibition from attending Whyi events and suspension or denial of:
• Buying privileges.
• Payment for Bonuses.
• Awards or benefits (i.e., vacations, pins, etc.).
• Speaking at Whyi sponsored Training Seminars or other meetings.
• Qualifications that may be in progress.
• The right to represent oneself as a WhyiMember.
Whyi reserve the right to publish the violating Member's name, violation, and penalty.
21.4 The Member alleged to have violated the Rules of Conduct may be suspended in accordance with Clause 22 and required by whyi, in writing, to respond to the allegations within a period of ten working (10) days. On receipt of such Members' response, the Whyi Compliance Department will investigate and review the submissions and will determine the appropriate action to be taken. Please note that Whyi will take action on violations as it sees fit and that violations of the same nature with regard to different Members may be treated differently by whyi.
21.5 Violations of the Rules may result in legal or regulatory challenges for Whyiand endanger the business for all Members. For this reason, penalties may be substantial. Whyi shall have sole and absolute discretion to determine the appropriate penalty based on the nature of the violation and consequence that resulted or could result.
21.6 Where violations are proven or are not refuted by the Member in question, this may result in a written warning, suspension, the imposition of fines or the termination of the Member Agreement. The Member hereby agrees that where a breach of the Rules of Conduct is determined, and a fine imposed, Whyi shall be entitled to deduct the amount of such fine from his account with whyi.
10. The actions taken by Whyi can include:
21.6.1 issue of a notice to the Member explaining the reasoning behind the decision to monitor the Member as well as the sanction to be imposed.
21.6.2 re-training, as determined by Whyi.
21.6.3 suspending the Member from participating in any activities relating to sponsoring.
21.6.4 suspending the Member from receiving any and all Commission/incentives during a monitored period; and/or
21.6.5 temporarily withdrawing honours, ranks and status.
21.6.6 monetary sanctions.
21.6.7 obligation to reimburse Whyi’s legal fees.
21.6.8 removal from the Speaker Programme.
21.6.9 disqualification from participation in the Direct Bonus, Team Volume Bonus, Matching Bonus programmes, Leadership Bonus programmes.
21.6.10 permanent loss of lineage.
21.6.11 termination of the Member Membership.
21.7 If Whyi is satisfied with the result of monitoring and/or re-training then the monitoring and/or retraining will cease, and all benefits suspended will be resumed. All expenses incurred as a result of the monitoring and/or retraining will be deducted from any commission/bonuses retained by Whyi during this period.
21.8 If Whyi decide that the monitoring and/or retraining has failed, Whyi can either extend the suspension period, take further corrective measures or stop the monitoring and/or retraining, and terminate the Agreement with the Member instead.
21.9 Whyi shall notify the Member in writing of any determination. The Member will then be allowed fourteen (14) days, from the date of the notice of determination, in which to appeal the disciplinary action. The appeal should be in writing and addressed to the Appeals Committee, which shall hear any such appeals once per calendar month.
22.1 Whyi shall be entitled to suspend a Member for a (renewable) preliminary period of up to ninety (90) days. Should allegations which have been made against the Member be proved, Whyi reserve the right in its sole discretion to determine an unlimited period of suspension. The right of a suspended Member to receive compensation from Whyi ceases immediately from the date of suspension but resumes at the end of the suspension period.
22.2 A suspended Member must cease selling Whyiproducts, sponsoring Whyi Members, using Whyi promotional materials, trademarks, trade names, service marks, logos and colour schemes, representing himself as Member, attending Whyi meetings or acting in any way, which may be adverse to the business of Whyior its Members.
22.3 At the expiry of the suspension period the Member shall be reinstated to good standing within the Company or where the suspension is for violation of Rules of Conduct the Member Agreement may be terminated in accordance with Clause 24.
23. MEMBER WISHES TO END HIS AGREEMENT
23.1 If a Member terminates his Member Agreement at any time by notifying Whyi in writing, the Member's existing Downline will move up to his Sponsor. He must wait six (6) months from the date of termination of the Member Agreement before reapplying to become Member.
24.1 The Member Agreement may be terminated by Whyiby seven (7) days’ notice in writing for any breach of its provisions or violation of any of the Rules of Conduct which is proven or not refuted in accordance with the procedure set out in Clause 21, or by either party with or without cause or reason at any time during the initial term or any renewal term upon not less than fourteen (14) days written notice.
24.2 Whyi may terminate the Agreement if (for example) the Member:
24.2.1 provides false information to Whyi in any respect in relation to the Member Agreement (including the Member not signing the Agreement him-or herself);
24.2.2 seriously breaches the Agreement, this manual and/or the Rules of Conduct;
24.2.3 commits any breach which Whyi has requested be rectified, but which has failed to be so rectified within the period specified; and/or
24.2.4 is convicted of any crime or breach of any laws and regulations of the Member's country of residence involving moral turpitude on his part, or becomes liable to any term of imprisonment.
24.3 A notification of termination will be sent to the latest address held by Whyi for the Member and will state the details of the violation and the date termination is effective. It will also specify the Members right to appeal the decision, which is done in accordance with Clause 25.
24.4 A Member whose Member Agreement has been terminated, either voluntarily or by whyi, must wait six (6) months from the date of termination before reapplying to become a WhyiMember. The right of a terminated Member to receive compensation from Whyi ceases immediately from the date of the termination.
24.5 A terminated Member must stop sponsoring Whyi Members, using Whyi promotional materials, trademarks, trade names, service marks, logos and colour schemes, representing himself as a WhyiMember, attending Whyi meetings, and must not act in any way which may be adverse to the business of Whyior its Members.
24.6 On termination of the Member Agreement the existing Downline of the Member moves up. Notwithstanding the foregoing, Whyi reserves the right following the Members termination for whatever reason to hold open his Member position. Upon termination of the Member Agreement, all genealogy reports in the possession of the Member shall be returned to whyi.
24.7 The Member must stop using all Whyi trademarks and no longer introduce himself as a WhyiMember. Upon termination the Member will also lose his Whyistatus and honours accordingly.
24.8 Except where the obligation on a Member is specified to apply after termination of the Agreement in respect of non-competition in accordance with the Agreement, the Member shall be released from all future contractual liabilities toward Whyion termination of the Agreement at any time.
25. REVIEW BY APPEALS COMMITTEE
25.1 Members who are being monitored or disciplined or whose agreement has been terminated can write to their local Appeals Committee to review the decision within fourteen (14) days after receiving notification from whyi.
25.2 The Member must provide relevant evidence as and when requested by the Committee. The Committee will decide upon the strength of the evidence provided. The Member will be provided with a copy of any evidence sent by Whyito the Committee with regard to the matter.
25.3 The Committee will advise Whyi on the action it advises should be taken but Whyi will have the final say with regard to such action. The Committee will notify the Member of whyi’s final decision and any measures, actions, and/or reasons associated with it.
G CONSEQUENCES OF TERMINATION
26. CANCELLATION OF THE AGREEMENT
Members can cancel their Agreement by providing written notice without any need to provide cause. The request for cancellation of the Agreement must be sent to the support team from the dashboard provided by Whyisoftware.
27.1 On a regular basis, Whyi will provide customer information, financial information and other information and reports regarding Members Downline, product turnover and product compilation.
27.2 This information is strictly confidential and is the express property of whyi, and is imparted to the Member in good faith. The Member agrees that he will not use or disclose or permit the use or disclosure of such information either directly or indirectly to any third party. The Member and Whyi agree that such confidential information would not be made available to the Member in the absence of such confidentiality Agreement as decided by Whyi.
28. DATA PROTECTION
28.1 This clause describes Whyi's duty of care in relation to the collection and use of data, and in relation to the Member with regard to the data that is held by him. In this respect, Whyi is committed to:
28.1.1 obtaining and processing personal data or the information constituting personal data fairly;
28.1.2 ensuring personal data is accurate and, where necessary, kept up-to-date;
30.1.3 keeping personal data for only one or more specified lawful purpose;
28.1.4 not using or disclosing personal data in any manner incompatible with such lawful purpose;
28.1.5 ensuring that personal data is adequate, relevant and not excessive in relation to such purposes;
28.1.6 not keeping personal data for longer than is necessary for such purposes; and
28.1.7 taking appropriate security measures against unauthorised access or alteration, disclosure or destruction of personal data and against any accidental damage, loss or destruction.
28.2 The Member acknowledges that he has been informed by Whyi that the information which he gives to Whyi(including information relating to himself, his address and other details) will be retained by Whyion a database and will be used by Whyi for the purposes of calculating the marketing commissions payable and for the performance of the Whyibusiness.
28.3 The Member also acknowledges that Whyi may disclose this information in connection with such purposes to other members of whyi, which may be situated inside or outside the EU and to other persons including other Members, as part of whyi's genealogies. The Member consents to Whyiretain, processing and disclosing the information referred to as set out above.
If at any time any term or provision in these Rules of Conduct 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 these Rules of Conduct but the enforceability of the remainder of these Rules of Conduct shall not be affected.
Whyi shall not be responsible for delays and failures in performances, where performance is made commercially impracticable due to any circumstance beyond Whyi's reasonable control. This includes, without limitation, strikes, labour difficulties, riot, war, fire, death, curtailment of whyi's usual source of supply, and/or government decrees or orders.
33.1 All notices to be given pursuant to the Member Agreement and these Rules of Conduct shall be deemed to have been properly given by:
31.1.1 Sending the notice by first class post addressed to the Member at the latest address held on file by Whyi or if to Whyi, at its registered office or its principal offices in the Seychelles; or
31.1.2 Delivery by hand, or by a reputable overnight delivery service.
Whyi expressly reserves the right to make alterations or amendments to prices, to the Member Agreement, to the Rules of Conduct, subject to the applicable law. Where the alteration is to the detriment of the Member, prior notice shall be given by means of a notice on whyi’s web site and/or by such other means as Whyi shall reasonably determine.
Failure of Whyi to exercise any rights stated in the Member Agreement, this manual, the Rules of Conduct and other relevant documentation shall not constitute a waiver of whyi's right to demand exact compliance therewith and waiver by Whyi of any particular breach of a provision contained in such documentation shall not constitute a waiver of any prior, concurrent, or subsequent breach by Member.
34. GOVERNING LAW
The terms and provisions of the Member Agreement, this manual, the Rules of Conduct, all other relevant documentation and any dispute arising thereunder shall be governed by Seychelles law and the Member and Whyi hereby submit to the non-exclusive jurisdiction of the Seychelles Courts.
Any notices to be sent to Whyi hereunder shall be sent to:
whyi- Correspondence address:
Whyi marketing limited Francis Room 303lle Du Port, Mahe, Seychelles
E-mail: [email protected]
or to such revised addresses as may be notified to Members from time to time.
Any notices to Member shall be sent to Member at his latest address of record held by whyi.
36. LIMITATION OF LIABILITY
To the extent permitted by law, the Company, its directors, officers, members, managers, shareholders, employees, assigns and agents (collectively referred to as “Responsible Parties”) shall not be liable for, and the Member releases Company and its Responsible Parties from and waive all claims, for any loss of profits, indirect, direct, special or consequential damages, and for any other losses incurred or suffered by Members as a result of:
36.1 Members breach of the Contract,
36.2 the promotion or operation of the Agreement and the Agreement Business;
38.3 Members incorrect or wrong data or information provided to the Company or its Responsible Parties; or
36.4 the Members' failure to provide any information or data necessary for the Company to operate its business.
36.5 Member agrees that the entire liability of the company and its responsible parties for any claim whatsoever related to the contract, but not limited to, any cause of action sounding in contract, tort, or equity, shall not exceed, and shall be limited to.
37. ENTIRE AGREEMENT
The Agreement contains the entire understanding concerning the subject matter hereof between the Company and the Member, and is intended as a final, complete, and exclusive expression of the terms of the parties. The Agreement supersedes and replaces all prior negotiations and proposed, but unexecuted agreements, either written or oral. Any prior agreements, promises, negotiations, or representations, either written or oral, relating to the subject matter of the Agreement, have no force or effect. If there is any discrepancy between verbal representations made to the Member by any employee or agent of the Company and the terms of the Contract, the express written terms and requirements of the Agreement will prevail.
38. LEGAL COSTS
If any suit, action, or proceeding is brought to enforce any term or provision of this Contract, the prevailing party shall be entitled to recover reasonable legal fees, costs, and expenses incurred, in addition to any other relief to which such party may be legally entitled. Unless otherwise required by any arbitration clause herein, any legal action concerning the Agreement shall be brought in Seychelles. In the event any court of competent jurisdiction shall declare any portion of the Agreement to be invalid, the remainder of the Agreement shall not be invalidated thereby, but shall remain in full force and effect.
This website is not intended for children and we do not knowingly collect data relating to children.
Full name of legal entity: Whyi marketing Limited
Email address: [email protected]
Postal address: Whyi Marketing Ltd Return Address House of Francis Room 303 lle Du Port, Mahe, Seychelles
You have the right to make a complaint at any time for data protection issues and we would, however, appreciate the chance to deal with your concerns before you approach the authorities. Please contact us in the first instance.
It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).
We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:
● Identity Data includes first name, maiden name, last name, username or similar identifier, marital status, title, date of birth, preferred language and gender.
● Contact Data includes billing address, delivery address, email address and telephone numbers.
● Financial Data includes bank account and payment card details.
● Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
● Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access this website.
● Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.
● Usage Data includes information about how you use our website, products and services.
● Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.
We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.
If you fail to provide personal data
Where we need to collect personal data by law, or under the terms of a contract we have with you, and you fail to provide that data when requested, we may not be able to perform the contract we have or are trying to enter into with you (for example, to provide you with goods or services). In this case, we may have to cancel a product or service you have with us but we will notify you if this is the case at the time.
We use different methods to collect data from and about you including through:
● Direct interactions. You may give us your Identity, Contact and Financial Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
● apply for membership
● apply for our products or services;
● create an account on our website;
● subscribe to our service or publications;
● request marketing to be sent to you;
● enter a competition, promotion or survey; or
● give us feedback or contact us.
● Third parties or publicly available sources. We will receive personal data about you from various third parties and public sources as set out below:
We will only use your personal data when the law allows us to. Most commonly, we will use your personal data in the following circumstances:
● Where we need to perform the contract we are about to enter into or have entered into with you.
● Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.
● Where we need to comply with a legal obligation.
Generally, we do not rely on consent as a legal basis for processing your personal data although we will get your consent before sending third party direct marketing communications to you via email or text message. You have the right to withdraw consent to marketing at any time by contacting us.
Purposes for which we will use your personal data
We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.
Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.
Type of data
Lawful basis for processing including basis of legitimate interest
To register you as a new member
Performance of a contract with you
To process your order including:
(a) Manage payments, fees and charges
(b) Collect and recover money owed to us
(e) Marketing and Communications
(a) Performance of a contract with you
(b) Necessary for our legitimate interests (to recover debts due to us)
To execute the membership agreement, including calculating your earnings and those of other members
To manage our relationship with you which will include:
(b) Asking you to leave a review or take a survey
(d) Marketing and Communications
(b) Necessary to comply with a legal obligation
(c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our products/services)
To enable you to partake in a prize draw, competition or complete a survey
(b) Necessary for our legitimate interests (to study how customers use our products/services, to develop them and grow our business)
To administer and protect our business and this website (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data)
(a) Necessary for our legitimate interests (for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganisation or group restructuring exercise)
To deliver relevant website content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you
Necessary for our legitimate interests (to study how members use our products/services, to develop them, to grow our business and to inform our marketing strategy)
To use data analytics to improve our website, products/services, marketing, members relationships and experiences
Necessary for our legitimate interests (to define types of members for our products and services, to keep our website updated and relevant, to develop our business and to inform our marketing strategy)
To make suggestions and recommendations to you about goods or services that may be of interest to you
(f) Marketing and Communications
Necessary for our legitimate interests (to develop our products/services and grow our business)
We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising.
Promotional offers from us
We may use your Identity, Contact, Technical, Usage and Profile Data to form a view on what we think you may want or need, or what may be of interest to you. This is how we decide which products, services and offers may be relevant for you (we call this marketing).
You will receive marketing communications from us if you have requested information from us or purchased goods or services from us and you have not opted out of receiving that marketing.
We will get your express opt-in consent before we share your personal data with any third party for marketing purposes.
You can ask us or third parties to stop sending you marketing messages at any time [by logging into the website and checking or unchecking relevant boxes to adjust your marketing preferences OR by following the opt-out links on any marketing message sent to you OR by contacting us at any time].
Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service purchase, product/service experience or other transactions.
Change of purpose
We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.
If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
We may share your personal data with Governmental Authorities due to legal obligations as well as to our trusted partners (as far as it is necessary for the services we use, such as technical support services on our site, chat platforms for contacting us etc.), provided that we have ensured that they meet the required standards of information security and its privacy. We have contractual relations with all these trusted partners, to ensure that the personal data transmitted are processed only as strictly necessary to provide us with these services.
● Internal Third Parties as set out in the Glossary.
● External Third Parties as set out in the Glossary.
We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.
We share your personal data within WHY Marketing Limited. This will involve transferring your data outside Seychelles.
Many of our external third parties are based outside Seychelles so their processing of your personal data will involve a transfer of data outside the UK.
Whenever we transfer your personal data out of Seychelles, we ensure a similar degree of protection is afforded to it by ensuring at least one of the following safeguards is implemented:
● We will only transfer your personal data to countries that have been deemed to provide an adequate level of protection for personal data.
● Where we use certain service providers, we may use specific contracts approved for use in Seychelles which give personal data the same protection it has in Seychelles.
Please contact us if you want further information on the specific mechanism used by us when transferring your personal data out of Seychelles.
We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed as your personal information is stored in a secure environment protected by a combination of physical and technical measures. In addition, there is no general public access to this information as we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.
We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.
How long will you use my personal data for?
We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.
To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.
By law we have to keep basic information about our members(including Contact, Identity, Financial and Transaction Data) for six years after they cease being members or tax purposes.
In some circumstances, you can ask us to delete your data: see your legal rights below for further information.
In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.
Under certain circumstances, you have rights under data protection laws in relation to your personal data. Under the law, you can:
● Request access to your personal data
● Request correction of your personal data
● Request erasure of your personal data
● Object to processing of your personal data
● Request restriction of processing your personal data
● Request transfer of your personal data
● Right to withdraw consent
Please check the Glossary below for further explanation about each of these rights. If you wish to exercise any of the rights set out above, please contact us.
No fee usually required
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.
What we may need from you
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
Time limit to respond
We try to respond to all legitimate requests within one month. Occasionally it could take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.
Legitimate Interest means the interest of our business in conducting and managing our business to enable us to give you the best service/product and the best and most secure experience. We make sure we consider and balance any potential impact on you (both positive and negative) and your rights before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law). You can obtain further information about how we assess our legitimate interests against any potential impact on you in respect of specific activities by contacting us.
Performance of Contract means processing your data where it is necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract.
Comply with a legal obligation means processing your personal data where it is necessary for compliance with a legal obligation that we are subject to.
Internal Third Parties
External Third Parties
● Service providers acting as joint controllers or processors based in Seychelles who provide IT and system administration services.
● Revenue & Customs, regulators and other authorities acting as processors or joint controllers based in Seychelles which require reporting of processing activities in certain circumstances.
● Trusted partners (as far as it is necessary for the services we use, such as technical support services on our site, chat platforms for contacting us etc.), for which we have ensured that they meet the required standards of information security and its privacy.
YOUR LEGAL RIGHTS
You have the right to:
● If you want us to establish the data's accuracy.
● Where our use of the data is unlawful but you do not want us to erase it.
● Where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims.
● You have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.
To deactivate the use of third party advertising cookies, you may visit the consumer page to manage the use of these types of cookies.
[We do not share the information collected by the cookies with any third parties.]
You can block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our website.
Except for essential cookies, all cookies will expire after [EXPIRY PERIOD].
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
What's in these terms?
These terms tell you the rules for using our website https://whyi.co/ (our site).
Who we are and how to contact us
https://whyi.co/ is a site operated by WHY I International Limited ("We"). We are registered in Seychelles under company number 224605, and have our registered office at House of Francis Room 303 lle Du Port, Mahe, Seychelles. Our main trading address is the same.
We are a limited company.
To contact us, please email [email protected]
By using our site, you accept these terms
If you do not agree to these terms, you must not use our site.
We recommend that you save a copy of these terms for future reference.
There are other terms that may apply to you
● Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
If you purchase goods from our site, our Terms and conditions of business will apply to the sales.
We may make changes to these terms
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.
We may make changes to our site
We may update and change our site from time to time to reflect changes to our products, our users' needs and our business priorities or for any other reason.
We may suspend or withdraw our site
Our site is made available free of charge.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
We may transfer this agreement to someone else
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
You must keep your account details safe
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at [email protected].
How you may use material on our site
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
Do not rely on information on this site
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether expressed or implied, that the content on our site is accurate, complete or up to date.
We are not responsible for websites we link to
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.
User-generated content is not approved by us
This website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
How to complain about content uploaded by other users
If you wish to complain about content uploaded by other users, please contact us at [email protected].
Our responsibility for loss or damage suffered by you
Whether you are a consumer or a business user:
● We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
● Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Terms and conditions of business.
We stand behind our products and services and your satisfaction with them is important to us. However, due to the non-returnable nature of digital products once they’re downloaded, we generally offer no refunds.
If you change your mind about your purchase and you have not downloaded our product, we will happily issue you a refund upon your request.
In accordance with our policy, refunds and returns will be considered if the products are faulty or don’t match the product description. Refund requests made after you have downloaded our product are handled on a case by case basis and are issued at our sole discretion.
If you are a business user:
● We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
● We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
● use of, or inability to use, our site; or
● use of or reliance on any content displayed on our site.
● In particular, we will not be liable for:
● loss of profits, sales, business, or revenue;
● business interruption;
● loss of anticipated savings;
● loss of business opportunity, goodwill or reputation; or
● any indirect or consequential loss or damage.
If you are a consumer user:
● Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
● If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
How we may use your personal information
We will only use your personal information as set out in our.
Uploading content to our site
Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described below in Rights you are giving us to use material you upload.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.
You are solely responsible for securing and backing up your content.
We do not store terrorist content.
Rights you are giving us to use material you upload
When you upload or post content to our site, you grant us the following rights to use that content:
● a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the website and across different media including to promote the site or the service to expire when you delete the content from the site.
We are not responsible for viruses and you must not introduce them
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Rules about linking to our site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
If you wish to link to or make any use of content on our site other than that set out above, please contact [email protected]
Which country's laws apply to any disputes?
Our trade marks
Whether registered or unregistered "whyi" and "WHY I " are trademarks of Whyi . You are not permitted to use them without our approval, unless they are part of material you are using as permitted under How you may use material on our site above.
You are not permitted to use our trademarks without our approval, unless they are part of material you are using as permitted under How you may use material on our site above. "whyi" and "WHY I " are trademarks of Whyi .
Please review the details and proceed to confirm registration
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