Healthcare Professional & Student Terms & Conditions
Healthcare Professional & Student Terms & Conditions
When the following words are used in these Terms, this is what they will mean:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Dublin are open for business;
Contract: the contract made between Nutri Advanced and the Practitioner on the terms and conditions set out in these Terms;
Customer(s): a third party customer of the Practitioner who purchases the Products from Nutri Advanced via the Practitioner (either through the Practitioner’s website or place of business);
Client: a customer who holds a client account with Nutri Advanced, directly orders with Nutri Advanced and has the ability to link their order with the recommending Practitioner;
Nutri Advanced Website: Nutri Advanced’s website located at www.nutriadvanced.ie;
Practitioner: a person holding a verified Healthcare Professional account or Healthcare Student account with Nutri Advanced;
Products: products or services provided by Nutri Advanced;
Terms: the terms and conditions set out in this document;
Territory: the Republic of Ireland and any additional countries that Nutri Advanced may approve in writing;
Trade Marks: the Nutri Advanced marks, logos and livery (whether registered or unregistered), licensed to or owned by Nutri Advanced from time to time;
Nutri Advanced: means Nutri Advanced Plus Limited, a company registered in Ireland (company registration number: 591792) with its registered office address at 27 Cork Road, Midleton, County Cork.
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative only and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to "writing" or "written" in these Terms will include e-mail unless the Terms say otherwise.
Acceptance of Terms
By purchasing Nutri Advanced products you agree to abide by these Terms, and the general Terms of Sale.
Healthcare Professional and Student Accounts
Whether a Healthcare Professional or a Healthcare Student, it is a condition of the Contract that such person holds a verified account with Nutri Advanced. There are certain criteria that must be fulfilled which are listed below, depending on whether the individual is a Healthcare Professional or a Healthcare Student.
In order to hold a verified account the Healthcare Professional must:
- hold the necessary qualifications and/or expertise in their professional field to promote the Products to Customers;
- be enrolled with Nutri Advanced via the Nutri Advanced Website and be accepted by Nutri Advanced as a verified Practitioner;
- have obtained professional indemnity insurance (at its own cost) with a reputable insurance company insuring against all risks which would normally be insured against by a recognised professional in the industry and produce to Nutri Advanced on demand full particulars of that insurance and the receipt for the then current premium; and
- provide a valid email address which is monitored on a regular basis. It is the responsibility of the Healthcare Professional to keep Nutri Advanced informed of any changes to the registered email address.
In order to hold a verified account the Healthcare Student must:
- be actively studying for a professional field in healthcare to enable them to have the necessary qualifications and/or expertise to promote the products to Customers;
- be enrolled with Nutri Advanced via the Nutri Advanced Website and be accepted by Nutri Advanced as a verified Practitioner;
- inform Nutri Advanced via email ([email protected]) if they are no longer actively studying or have qualified; and
- provide a valid email address which is monitored on a regular basis. It is the responsibility of the Healthcare Student to keep Nutri Advanced informed of any changes to the registered email address.
Nutri Advanced reserves the right to introduce a future minimum order value or minimum annual spend in order for the Practitioner to continue to be accepted as a verified Practitioner.
Holding a Practitioner account will entitle the holder to purchase products at trade price. Nutri Advanced reserves the right to change this trade price without prior warning.
Providing the products
Nutri Advanced grants the Practitioner a non-exclusive right to promote the Products to the Customers via the Practitioner’s physical place of business or its website in the Territory only in accordance with these Terms. The Practitioner is not authorised to act as a general distributor or reseller of the Products on behalf of Nutri Advanced.
The Practitioner shall not appoint any other person, firm or company to promote the Products without the prior written approval of Nutri Advanced.
The Practitioner shall not without Nutri Advanced's prior written consent make any promises or guarantees about the Products beyond those contained in the product description available on the Nutri Advanced Website. The Practitioner should refer to the ‘Suitability’ section of the Nutri Advanced Website for the most up to date information with regards to Allergens and Cautions.
When promoting the Products, the Practitioner undertakes not to:
- make any promises, statements or guarantees with reference to the Products beyond those contained in the product description available on the Nutri Advanced Website;
- make any misrepresentations in relation to the Products.
The Practitioner will:
- co-operate with Nutri Advanced in all matters relating to the Products;
- promote the sale of the Products to the Customers in the Territory using its own and supplied Nutri Advanced marketing literature;
- not make any unauthorised health claims with regards to the Products;
- not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity;
- employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Practitioner’s obligations under these Terms;
- ensure that any complaints or claims made by Customers in respect of the Products shall be dealt with by the Practitioner in a prompt, courteous, fair and reasonable manner;
- comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Criminal Justice (Corruption Offences) Act 2018;
- submit written reports to Nutri Advanced of any issues encountered by Customers when using the Products within three days of such an issue being brought to the Practitioner's attention;
- comply with all legal requirements applicable to it and to the relationships and transactions contemplated by these Terms;
- comply with Nutri Advanced's policies and procedures as adapted and updated from time to time; and
- inform Nutri Advanced immediately of any changes in ownership or control of the Practitioner, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Practitioner's duties in these Terms.
The Practitioner will not:
- represent itself as an agent of Nutri Advanced for any purpose;
- pledge Nutri Advanced's credit;
- give any condition or warranty on Nutri Advanced's behalf;
- make any representation on Nutri Advanced's behalf; or
- commit Nutri Advanced to any contracts.
Verified Healthcare Professionals can ask Clients they are actively seeing (as defined below) to register as a Client on the Nutri Advanced Website. The Healthcare Professional will then earn commission on orders placed by their linked Clients.
To link to their Healthcare Professional the Client must provide either the account number of the Healthcare Professional or the surname and eircode registered to the account of the Healthcare Professional, as part of the registration process.
After a Client has successfully created a Client account, the Healthcare Professional will receive an email notification referred to as a Client Linking Notification email to indicate that the Client has created an account.
The Client Linking Notification email will only be sent where the Healthcare Professional has a Healthcare Professional account on the Nutri Advanced Website and has supplied a valid email address.
The Client Linking Notification email allows the Healthcare Professional to choose to give the Client a discount on the RRP of products on the Client’s subsequent orders.
The Healthcare Professional has the choice of assigning a 0%, 5%, 10%,15% or 33% discount on the RRP to the Client.
If the Healthcare Professional assigns a 33% discount to the Client, they will receive no commission on the Client’s orders.
If a Healthcare Practitioner assigns a discount other than 33% off the RRP to the Client, the Healthcare Professional will receive commission calculated on the NET product price paid by the Client.
The commission rate is 20% of the NET product price paid for UltraMeal products and 25% the NET product price of other products.
The Client will receive an order discount of €10 on their first order placed on the Nutri Advanced Website after successfully registering as a Client on the Nutri Advanced Website. The commission for the Client’s first order will be calculated on the discounted price.
Commission is paid on the NET price paid by the Client after any discounts have been applied as long as the price paid by the client is above trade price (33% discount off RRP).
The following are conditions of Healthcare Professionals qualifying for commission payments:
- Be registered with Nutri Advanced and be a verified Healthcare Professional Account. Commission is not paid to Registered Student accounts.
- Actively seeing the Client in regard to the solicitation of orders. For the purposes of these Terms, “actively seeing” means a one-to-one consultation held between the Healthcare Professional and the Client in the 6 months prior to the date of the Client’s order.
- Actively seeing does not include meeting people who the Healthcare Professional is not actively seeking to register as a Client. The Healthcare Professional cannot include details of their account code or details on how to link to the Healthcare Professional on any public forum including but not limited to social media channels and websites.
- If the Healthcare Professional is no longer actively practicing, then their linked Clients will be unlinked.
- The Healthcare Professional must ensure that they inform Nutri Advanced when they are no longer actively seeing a Client.
- The Healthcare Professional must inform the Client that by creating a linked Client account, the Healthcare Professional will be earning commission on the Client’s orders.
- The Healthcare Professional must inform the Client that by registering as a linked Client, the Healthcare Professional has access to the Client’s order history.
On registering for a Healthcare Professional account, the Healthcare Professional can request whether they would like the commission generated to be held to their account as credit or paid via a monthly bank transfer.
For commissions to be paid to the Healthcare Professional, the commission amount needs to be above €10. Commission to be paid by BACS under €10 will be held until the amount accumulated is above €10.
Commissions are calculated at the beginning of the calendar month for the prior calendar month’s sales and are usually paid on the 15th of the month.
The Healthcare Professional must ensure that the email, payment details, telephone number and address are accurate and must inform Nutri Advanced of any changes.
Nutri Advanced reserves the right to change the commission scheme.
The Practitioner may advertise and promote the Products in the Territory.
The Practitioner shall not use any Nutri Advanced-related materials or promotional literature without Nutri Advanced's prior written consent, with the exception of images and text that appear on the product pages of the Nutri Advanced Website.
The Practitioner will not make any written statement as to the quality or manufacture of the Products without the prior written approval of Nutri Advanced.
Nutri Advanced hereby grants to the Practitioner the non-exclusive right, in the Territory, to use the Trade Marks in the promotion of the Products, subject to these Terms.
The Practitioner shall not, without the prior written consent of Nutri Advanced, alter or make any addition to the labelling or packaging of the Products displaying the Trade Marks. The Practitioner shall not alter, deface or remove any reference to the Trade Marks, any reference to Nutri Advanced or any other name displayed on the Products or their packaging or labelling.
Nutri Advanced makes no representation or warranty as to the validity or enforceability of the Trade Marks nor as to whether they infringe any intellectual property rights of third parties in the Territory.
The Practitioner shall not sub-licence, transfer or otherwise deal with the rights of use of the Trade Marks granted under these Terms.
The Practitioner will immediately give written notice to Nutri Advanced if any of the following matters come to its knowledge during the course of promoting the Products, giving full particulars thereof:
- any infringement or suspected or threatened infringement of the Trade Marks;
- any allegation or complaint made by any third party that the Trade Marks are invalid or that the use by the Practitioner of the Trade Marks may infringe any rights of another party or may be liable to cause deception or confusion to the public; and
- any other form of attack, charge or claim to which the Trade Marks may be subject, including passing off or unfair competition claims;
provided always that the Practitioner will not make any admissions in respect of such matters other than to Nutri Advanced and provided further that the Practitioner will in every case furnish Nutri Advanced with all information in the possession of the Practitioner relating thereto which may reasonably be required by Nutri Advanced.
The Practitioner will assist Nutri Advanced, at Nutri Advanced's reasonable cost, in relation to any actions or proceedings relating to the unauthorised use of the Trade Marks or in relation to any actions or proceedings brought by any third party in respect of the use by the Practitioner of the Trade Marks.
The copyright and all other rights in the text of Nutri Advanced’s policies and procedures, materials (including any translations and/or authorised adaptations thereof), photographs and all other documents supplied by Nutri Advanced and all secret or confidential information contained therein are Nutri Advanced's property and the Practitioner undertakes not to copy the policies and procedures, materials, photographs and other documents supplied by Nutri Advanced or to disclose any of their contents to any other party and the Practitioner undertakes not to make any direct or indirect use thereof otherwise than in accordance with these Terms.
Without limiting its other rights or remedies, Nutri Advanced may terminate the Contract with immediate effect by giving notice to the Practitioner if the Practitioner:
- commits a material breach of the Terms and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of the Practitioner being notified in writing of the breach;
- takes any step or action in connection with its entering examinership, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
- suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
- has its financial position deteriorate to such an extent that in Nutri Advanced’s opinion the Practitioner's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
- retires or is no longer actively seeing or recruiting new Clients or has stopped referring Products.
Effects of termination
The termination of the Contract for any reason shall not affect any rights or liabilities accrued at the date of termination.
The termination of the Contract shall not make Nutri Advanced liable to pay any remuneration or compensation to the Practitioner, including but not limited to, for loss of profits, sales or goodwill.
Nothing in these Terms shall limit or exclude Nutri Advanced's liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation.
Subject to the above, Nutri Advanced shall under no circumstances whatever be liable to the Practitioner or the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, or any indirect or consequential loss arising under or in connection with the Contract.
Subject to the above, Nutri Advanced’s liability or loss arising under or in connection with the Contract shall be limited at the amount of commission paid to the Practitioner in the 12 months preceding any claim.
Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Terms.
This limitation of liability shall survive termination of the Contract.
A party ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain.
The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Terms, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
This section shall survive termination of the Contract.
Nutri Advanced will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by a Force Majeure Event.
A "Force Majeure Event" means any act or event beyond Nutri Advanced's reasonable control, including, without limitation, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster, or failure of public or private telecommunications networks.
If the Force Majeure Event prevents Nutri Advanced from providing any of the Products for more than four (4) weeks, Nutri Advanced shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Practitioner.
Nutri Advanced may at any time assign, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
The Practitioner shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under the Contract without the prior written consent of Nutri Advanced.
Any notice or other communication required to be given to a party under or in connection with the Contract shall sent by email (and in the case of the Practitioner, to the Practitioner’s email address on their registered Nutri Advanced account), be in writing and sent by prepaid first-class post or delivered to the other party personally by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business.
A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the partner of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of Ireland, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland.