9.11.09

Version: lukf.v.1.1

TERMS AND CONDITIONS GOVERNING LIFE UK ASSOCIATES

Life UK Financial Limited (“Life UK” or “the Company”) is a limited company registered in England under company number 06611461 and with its registered office at 3 Queen Street, Ashford, Kent, TN23 1RF.

Life UK is the promoter of the Life UK Financial trading scheme in the United Kingdom. The services supplied under this scheme are Free Memberships of Life UK for financial and/or legal services supplied by third party providers following advice from an independent third party adviser. Associates participate in the scheme as introducers.


Definitions:

Associate means a person (being an individual or legal entity acceptable to Life UK) who completes and signs an Associate Agreement and is accepted as an Associate by Life UK to promote Life UK services and the Life UK business opportunity.

Associate Agreement means the Associate Application Form and these Terms and Conditions, including the Pay Plan.

Genealogy Report means a report generated by Life UK that provides information about an Associate’s organisation.

Member means a person who joins as a member of Life UK for the purpose of having access to Life UK services personally and who is not an Associate and does not participate in the Pay Plan.
Pay Plan means the document entitled the Life UK Pay Plan that sets out the sums payable to Associates and related rules under the Life UK trading scheme.

Sponsor means the Associate responsible for the introduction of a new Associate and/or Member. An Associate’s sponsor is listed on their Associate Application Form.

Upline means the Associate(s) above a particular Associate in a sponsorship line up to the Company.

Website means the Life UK self-replicating promotional platform website made available to the Associate.

Terms and Conditions



Upon acceptance of the Associate’s Application Form by Life UK and payment of the applicable fee by the Associate, Life UK grants to the Associate the non-exclusive right to promote Life UK Membership and the Life UK business opportunity and to use the Website, subject to the following Terms and Conditions:

Appointment and Renewal

1. The Associate is appointed for one (1) calendar year from the date of acceptance of the application by Life UK. The Associate (or its representative) must be 18 years old or over. The Associate Agreement will automatically renew annually on the expiry date, unless fourteen (14) days written notice is given by either party that it does not wish to renew.

2. The Associate has the right within a period of fourteen (14) days of entering into the Agreement to cancel the Agreement without penalty by written notice of termination and to cancel any services ordered within that period and to recover any monies paid in respect of such services not yet supplied to him/her.

3. On renewal, the Associate is to pay an annual fee of £99 (plus VAT). This fee covers Life UK’s administration expenses and processing of the Associate’s renewal and Life UK providing information, newsletters and support throughout the following year and continued use of and support for the Associate’s Website. The fee is payable by deduction from commission accrued by the Associate but not yet paid out at the date of renewal or deduction from the Associate’s credit or debit card or other chosen payment method available from time to time. Life UK reserves the right to revise the amount of the annual fee and in such event the Associate will be given not less than sixty (60) days notice of any change.

4. Life UK accepts as Associates individuals, partnerships, LLP’s and companies. An Associate may apply to change the status of his or her business by sending Life UK a copy of the appropriate documentation, such as a certificate of incorporation. Change of status is subject to the prior written consent of the Company, but consent will not be unreasonably withheld or delayed if there is no significant change in ownership or control. The Associate is required to give advance notice to Life UK of any change of name of the Associate.

5. There is no specific obligation connected with becoming an Associate other than payment of the relevant fee. The purchase of any services, promotional or sales aid literature or attendance at any Life UK sponsored training is optional.

6. On acceptance of the Associate’s Application Form, an email and/or an SMS (text message) will be sent confirming the Associate Identification reference. The Associate may then:

a. Participate in the Pay Plan;
b. Sponsor other individuals who wish to apply to become Associates;
c. Receive Life UK literature and communications;
d. Participate in Company sponsored support, service, training, motivational and recognition functions;
e. Participate in promotional and incentive programmes for Associates.

7. An Associate must comply with the terms of the Associate Agreement (including the Pay Plan). Any dispute arising from the Pay Plan will be referred to and resolved by the Compliance Officer of Life UK.

8. Life UK may at its discretion amend the Associate Agreement by giving not less than thirty (30) days notice to the Associate of any change. The Associate’s continued engagement in promoting Life UK products and services, promoting the Life UK network business opportunity, or both, after notice of any revisions to the Associate Agreement, shall constitute agreement to such revisions and legally binding amendment of the Associate Agreement. If any such amendment is not acceptable to the Associate, the Associate may give notice of termination of the Associate Agreement to Life UK to expire at the end of the 30 day period.

9. The Company will pay to the Associate such commissions and other benefits as are set out in the Pay Plan. Commission is calculated at the end of every month as defined in the Pay Plan. Life UK will maintain an account in the name of the Associate, setting out all debits and credits, including payments made in accordance with these Terms and Conditions and the Pay Plan. A commission statement is issued every month. Credits are held in the Associate’s commission account until the balance rises above the limit for payment which is £10.00.

Independent Contractor

10. The Associate is an independent contractor and the Associate Agreement does not create a franchise or an employment, partnership, or joint venture relationship. Neither party has any right to bind or pledge the credit of the other party. The Company accepts no responsibility for the procuring of insurance in respect of the operations of an Associate. The Associate shall be responsible for the filing of all necessary tax returns and paying all applicable taxes due in relation to the Associate’s Life UK business. Further, as an independent contractor the Associate agrees to:

a. abide by any and all laws, rules and regulations pertaining to the Associate Agreement (and in particular the Trading Schemes Regulations 1997) and/or pertaining to the promotion of Life UK services; and
b. at the Associate’s expense, make, execute or file all reports and obtain all licences (including if applicable, VAT registration) as are required by law or public authority with respect to the Associate Agreement and the promotion of Life UK services and the Life UK business opportunity.

11. The Associate is to bear all liabilities, costs and expenses incurred in connection with the Associate’s activities and the employment of any staff by the Associate. The Associate agrees to indemnify the Company against all actions, proceedings, liabilities, claims, damages, costs and expenses arising out of or in any way relating to the Associate’s activities. (The Company retains responsibility for the inherent quality and integrity of its services.)

Conduct of the Associate’s Business

12. During the term of the Associate Agreement, the Associate is:

a. Permitted to use the Life UK trademark and style in literature and materials issued by Life UK for the purpose of promoting the Associate’s business, but not otherwise without the prior written consent of the Company;

b. Permitted to use the description ‘Life UK Independent Associate’ on business cards and in telephone directories and advertising literature, all subject to compliance with approved Life UK standard formatting;

c. Not permitted to answer the telephone in any manner that may indicate or suggest that the caller has reached a Life UK corporate office or to use a free phone telephone listing which makes any reference to Life UK;

d. Not permitted to publish, or cause to be published in any written or electronic media, the name, photograph or likeness of any individuals associated with the Company, without the prior written permission of Life UK;

e. Not permitted to use the names of any companies associated with Life UK, including but not limited to the names of any financial institutions, advisers, accountants, conveyancers, legal advisers or estate agencies (whether such party is engaged as a third party adviser by Life UK or not) in any advertising and/or promotional materials of any kind without the express written permission of Life UK;

f. Not permitted to disparage other Life UK Associates, Life UK services, the Pay Plan, Life UK employees, officers or competitors;

g. Not permitted to register or use a URL or domain name including the name Life UK other than the URL or domain name issued or approved by the Company to the Associate for the purpose of promoting the Life UK business.

13. Associates are permitted to advertise Life UK membership or business using the pre-formatted advertisement templates supplied by Life UK and otherwise only subject to prior approval by Life UK of advertisement copy. At least ten (10) working days should be allowed for the approval process. All advertisements must state clearly that the Associate is a Life UK Independent Associate.

14. The copyright in all Life UK promotional material, whether printed matter or audio-visual or electronic items, shall remain the property of Life UK at all times and may not be reproduced in whole or in part by the Associate and the Associate shall not permit any other persons to do so without prior written consent from Life UK. Television and radio broadcasts by Associates in connection with their Life UK business are prohibited.

15. The Associate may not record or reproduce or copy any presentation or speech by any Life UK spokesperson, representative, speaker, officer, director or other Associate.

16. The Associate is 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 Life UK or Life UK membership or services marketed by any of Life UK’s independent third party advisers which have not been provided directly by Life UK or are not contained in official Life UK materials and advertising templates.

17. The Associate may not advertise on any electronic mail media, including but not limited to the internet, other than by using the website templates supplied by Life UK and the information provided by Life UK without prior written approval by Life UK. No Associate may independently design a website that uses the names, logos, membership or service descriptions of Life UK nor may an Associate use “blind advertisement” on the internet making service or income claims which are ultimately associated with Life UK membership or the Pay Plan.

18. The Associate shall not use direct response promotion of any kind for Life UK membership 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.

19. The Associate shall not either directly or indirectly market Life UK membership or the sponsorship of new Associates through lotteries or prize draws.

20. Before proceeding with an exhibit at a convention or trade show, the Associate must apply to Life UK in writing for permission. Life UK will not permit more than one Associate to exhibit at a trade show. The Associate is responsible for contacting the appropriate local authorities regarding any required permit or like document with regard to participation in a convention or trade show. If a permit or like document is required, a copy of it must be submitted to Life UK for its permanent records.

21. Associates may not sell or promote Life UK membership or the Life UK business opportunity at any venue which is inappropriate for the promotion of professional services of the kind offered by Life UK.

22. The Associate shall not make claims for the Life UK membership other that those found in current Life UK literature. In particular, under no circumstances may a Life UK Associate suggest that he/she is able to give financial advice or to indicate that any service offered through a Life UK membership or through a Life UK third party adviser is more suitable for a customer that any other. The Associate may only operate as an introducer to Life UK which will in turn itself act as introducer to a third party adviser. Life UK will in its sole discretion determine which third party adviser is best suited, based on each customer's individual profile submitted to Life UK. It is unlawful for the Associate to make any comment or give advice in respect of any matters regulated by the Financial Services Act 1986 (as amended) or regulated by the mortgage code, including investment advice. If the terms of this section are breached the Associate Agreement may be terminated by Life UK immediately.

23. Associates must fairly and truthfully explain the nature of Life UK Membership, services, the business opportunity, the Pay Plan and the Associate Agreement to a prospective Associate. This includes:

a. Being honest and thorough in presenting material from the Pay Plan to all potential Associates;
b. Not misrepresenting the amount of expenditure that an average Associate might incur in carrying out the business and not using exaggerated income projections;
c. Not misrepresenting the amount of time on average an Associate would have to devote to the business to achieve the earnings estimated and not stating that earnings are guaranteed for any individual Associate;
d. Not stating or inferring that an Associate will build an organisation for anyone else;
e. Not stating that any consumer, business, or government department or agency has approved or endorsed Life UK services or the Pay Plan; and
f. Making it clear that the Life UK programme is based on the promotion of Life UK membership to customers and that Associates will not be successful merely by sponsoring other Associates without endeavouring to promote Life UK membership directly or indirectly.

24. The Associate is free to participate in other referral marketing ventures and may engage in selling activities involving non-Life UK services. However, unless otherwise agreed by the Company in writing, the Associate shall not:

a. Promote Life UK services or the Life UK business opportunity in conjunction with any non-Life UK products or services;

b. Recruit a prospective Associate, who has accompanied another Associate to a Company meeting or function, within twenty-eight (28) days of that meeting.

25. The Associate shall not during the term of the Associate Agreement and for a period of one hundred and eighty (180) days thereafter:

a. Recruit or enrol Life UK Members or Associates for any other financial services referral marketing business ventures;

b. Sell or promote any services to Life UK Members or Associates that are competitive with Life UK’s services.

26. The Associate agrees that for the duration of the Associate Agreement and after the expiry or termination of the Associate Agreement for a period of ninety (90) days the Associate shall not:

a. hold a direct sales representative position in the organisation of any direct sales company offering services directly competing with those offered at any time by Life UK,

b. participate in the ownership, management or control of any such competing direct selling company; or


c. be employed by any such competing direct sales company.


Transfer of the Associate’s Business



27. The Associate may not sell, transfer or assign the Associate’s business to any person or entity without the Company’s prior written approval. To apply for approval, the Associate must notify the Company in writing giving details of the proposed transferee and evidence that the transferee is eligible for Associate status. The Associate will be required to settle any outstanding payments to the Company before any transfer. If approved, the transferee will be required to enter into an Associate Agreement with the Company.

28. Two or more Associate businesses may not be combined. Consent to transfer an Associate position will not normally be given for a proposed transfer to any person or entity that has owned or operated a Life UK Associate business within the previous twelve (12) months.

29. The Associate may not have an ownership interest in or management control of more than one Associate position, whether direct or indirect, without prior written permission from Life UK. If this happens, Life UK reserves the right to suspend or terminate the Associate Agreement.

30. If the Associate dies, rights under the Associate Agreement will be permitted to pass to a nominated beneficiary. The beneficiary shall have discretion either to (i) accept the Associate position on the terms of the Associate Agreement as if they were a party to it or (ii) require final payment of sums due (if any) under the Associate Agreement. Upon an Associate’s death, the beneficiary must present the Company with such evidence as it may reasonably require, including evidence of grant of probate. Exceptionally, an Associate may inherit and retain another Associate’s business even though he/she already owns or operates an Associate business. Life UK reserves the right to suspend the Associate position until receipt of documentation evidencing the entitlement of the beneficiary to the deceased’s Associate position.

31. Upon the incapacity of an Associate, the rights and responsibilities of the Associate may be assumed by a third party acting under power of attorney, even if the attorney holds a Life UK Associate position. Life UK reserves the right to suspend the Associate position until receipt of documentation evidencing the authority of the attorney.

32. Upon divorce of married co-Associates (or the separation of civil partners) or the dissolution of a business partnership between co-Associates, Life UK must be notified in writing of the circumstances and of the proposed agreement between the parties or legal resolution of the issue. Any change in ownership is subject to the prior written consent of Life UK, which will not be unreasonably withheld or delayed. The Company will require evidence of the proposed agreement or relevant court order. Pending resolution of the issue, Life UK will suspend the Associate position and hold all sums payable under the Pay Plan.

Sponsorship

33. Every Associate has the ultimate right to choose his/her Sponsor. As a general rule, the first Associate who introduces a prospect to Life UK should have the first opportunity to sponsor that person. The Company will recognise the first person listed on the Associate Application Form as the Sponsor. The Associate agrees not to attempt to persuade any other Associate to cancel an existing Associate Agreement with Life UK in order to join his or her organisation. The Company will not permit any change in the line of sponsorship, except in the following circumstances:

a. Where an Associate has been fraudulently or unethically induced to join Life UK;

b. Where a request for a change is made within fourteen (14) days of acceptance of an application to become an Associate. In any such request, the Associate must also submit the written consent of his or her Sponsor and their immediate Upline Sponsor. If, at the time of the request, the Associate has an organisation in place, no change will be permitted in the line of sponsorship;

c. If an Associate voluntarily cancels his or her Associate Agreement in writing, he/she may rejoin under the Sponsor of his or her choice after a period of six (6) months following cancellation. In the event of voluntary cancellation, the Associate forfeits the rights, bonuses and commissions under his or her previous line of sponsorship.

34. If the Associate sponsors other Associates, the Associate agrees that he/she must use his/her best efforts to provide, on an on-going basis, bona fide support and training of sponsored Associates and their organisations, which shall mean such activities as ongoing contact, communication, encouragement and general support of his/her organisation.

35. When an Associate sponsors a new Associate, he/she should instil product and service knowledge, effective promotional techniques and an understanding of these Terms and Conditions and the Pay Plan. Associates have a responsibility to assist Life UK in monitoring Associates and Members in their organisation to ensure they conduct their business professionally, ethically and in accordance with the terms of the Associate Agreement. Associates undertake to report any questionable or unusual activity to Life UK for investigation by Life UK.

36. Associates must report any observed violations of the Associate Agreement to the Company. Associates should attempt to resolve any disputes that arise with other Associates or seek assistance from their Upline. If the Associate cannot resolve the dispute he/she should contact the Company and supply all the facts in writing.

37. The Associate acknowledges that his/her Sponsor is not an authorised financial adviser (unless demonstrated otherwise) and confirms that no actual financial advice has been given or interpreted as given by the Sponsor. The Associate confirms that no action related to the purchasing of any regulated service or any regulated transaction will be entered into by the Associate on the basis of any information or representations he/she has received from his/her Sponsor.

Genealogy Reports

38. The Genealogy Reports (which may include information regarding the sponsorship of each Associate, the Associate’s organisation and historical purchasing information for each Associate and Member introduced by such Associate) contain confidential information which is highly sensitive and valuable to Life UK’s business. Such information shall at all times remain the property of Life UK. Genealogy Reports may not be used for any purpose other than for developing a Life UK business. The Associate undertakes not to disclose or permit the disclosure of any information contained in Genealogy Reports to any third party or use it to compete with Life UK or to solicit any person to participate in any other referral marketing venture.

39. Copies of any Genealogy Reports shall be returned to Life UK forthwith upon the termination of the Associate Agreement for whatever reason.


Use of the Website

40. The non exclusive licence granted to the Associate to use the Website is for the sole purpose of promoting Life UK services during the term of the Associate Agreement.

41. Life UK reserves the right to withdraw or amend the services it provides on the Website without notice. Life UK accepts no liability if for any reason the Website is unavailable at any time or for any period. From time to time, Life UK may restrict access to all or parts of the Website.

42. When using the Website, the Associate must comply with the provisions of the Associate Agreement. The Associate is responsible for making all arrangements necessary for him/her to have access to the Website. The Associate is also responsible for ensuring that all persons who access the Website through his/her identification number or user name and password are aware of the applicable terms of use, and that they fully comply with them.

43. Life UK is the owner or the licensee of all intellectual property rights in the Website and in the material published on it. Those rights are protected by worldwide copyright laws. All such rights are reserved.

44. Commentary and other materials posted on the Website are not intended to amount to advice on which reliance should be placed. Life UK therefore disclaims all liability and responsibility arising from any reliance placed on such materials by any visitor to the Website, or by anyone who may be informed of any of its contents. Any of the material on the Website may be out of date at any given time, and Life UK is under no obligation to update such material.

45. Life UK, its associated companies and third parties connected to Life UK expressly exclude:

a. All conditions, warranties and other terms in relation to use of the Website which might otherwise be implied by statue, common law or the law of equity;
b. Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the use, inability to use, or results of the use of the Website, any websites linked to it and any materials posted on it, including, without limitation any liability for:
c. Loss of income or revenue;
d. Loss of business;
e. Loss of profits or contracts;
f. Loss of anticipated savings;
g. Loss of data;
h. Loss of goodwill;
i. Wasted management or office time; and
j. For any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

This does not affect Life UK’s liability for death or personal injury arising from Life UK’s negligence, nor Life UK’s liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

46. Whenever the Associate makes use of a feature that allows him/her or a third party to upload material to the Website, or to make contact with other users of the Website, the Associate must comply with the content standards set out in Life UK’s Acceptable Usage Policy. The Associate warrants that any such contribution will comply with those standards, and indemnifies Life UK for any breach of that warranty.

47. Any material the Associate or any person using his/her identification number or user name and password to access the Website uploads to the Website will be considered non-confidential and non-proprietary, and Life UK has the right to use, copy, distribute and disclose to third parties any such material for any purpose. Life UK also reserves the right to disclose the Associate’s identity to any third party who is claiming that any material posted or uploaded by him/her or any person using the Associate’s identification number or user name and password to access Website constitutes a violation of their intellectual property rights or of their right to privacy.

48. Life UK accepts no responsibility or liability to any third party for the content or accuracy of any materials posted by the Associate or any other user of the Website.

49. Life UK reserves the right to remove any material or posting the Associate and/or any person using his/her identification number or user name and password makes on the Website if, in Life UK’s opinion, such material does not comply with the content standards set out in the Associate Agreement.

50. The Associate must not misuse the Website by knowingly introducing viruses or other material which is malicious or technologically harmful. The Associate must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. The Associate must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

51. By breaching the above provisions, the Associate would commit a criminal offence under the Computer Misuse Act 1990. Life UK will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing the Associate’s identity to them. In the event of such a breach, the Associate’s licence to use the Website will cease immediately and Life UK will have the right to terminate the Associate Agreement.

52. Life UK will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect the Associate’s computer equipment, computer programs, data or other proprietary material as a result of the Associate’s use of the Website or any website linked to it.


Force Majeure

53. Neither party shall be liable to the other for any failure to perform, or delay in performance of, any of its obligations under the Associate Agreement that is caused by circumstances outside its reasonable control (Force Majeure Event). A Force Majeure Event includes in particular (without limitation) the following:

a. Strikes, lock-outs or other industrial action;
b. Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
c. Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
d. Impossibility of the use of any means of transport;
e. Impossibility of the use of public or private telecommunications networks; and/or
f. The acts of any government or competent authority.

54. Performance under the Associate Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and the party affected will have extension of time for performance for the duration of that period. The party affected is to use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under the Associate Agreement may be performed despite the Force Majeure Event.

Disputes between Associates and Suspension

55. In order to protect the integrity of Life UK’s Associate network, the Associate on discovering or suspecting a violation of these Terms and Conditions by another Associate should first discuss the matter with the other Associate. If this does not resolve the matter it should be reported to his/her Sponsor to resolve the issue at local level. If the matter cannot be resolved, it should be reported in writing to Life UK including details of the date, location and nature of the violation and the identity of the Associate alleged to be in breach. The Associate alleged to have violated these Terms and Conditions will be suspended in accordance with these Terms and Conditions and required by Life UK to respond to the allegations within a period of ten (10) days. On receipt of the Associate’s response, the Life UK Compliance Department will investigate, review the submissions and determine what action is appropriate to be taken. Where violations are proven or not refuted by the Associate in question, this may result in a written warning, suspension or termination of the Associate Agreement. Failure to respond within ten (10) days will be considered acceptance of the suspension/termination.

56. Life UK shall notify the Associates concerned in writing of any determination. Life UK’s decision will be final and not subject to any further review.

57. Furthermore, a terminated Associate must stop sponsoring Life UK Associates, using Life UK promotional materials, trademarks, trade names, service marks, logos and colour schemes representing himself/herself as a Life UK Associate or act in any way which may be adverse to the business of Life UK or its Associates. On termination of the Associate Agreement the existing customers of the Associate move up to the Upline Associate. Notwithstanding the foregoing, Life UK reserves the right, following the Associates termination for whatever reason to hold open his/her Associate position. Upon termination of the Associate Agreement, all team reports in the possession of the Associate shall be returned to Life UK. Where an Associate’s Agreement has been terminated, that Associate may not reactivate their position or enter into a new Associate Agreement with Life UK.

58. At the sole discretion of Life UK an Associate’s Agreement may be suspended, for a period of up to ninety (90) days, where Life UK suspects that an Associate has breached these Terms and Conditions. The right of a suspended Associate to receive compensation from Life UK ceases immediately from the date of suspension through to the end of the suspension period. A suspended Associate must not promote Life UK membership or the Life UK business opportunity during the suspension period and has no right to use Life UK promotional materials and the Life UK trademarks and style and must not act in any way which may be adverse to the business of Life UK or its Associates. At the expiry of the suspension period the Associate shall either be reinstated to good standing with the Company or, where breach of the Terms and Conditions is established, shall be terminated.


Termination

59. Life UK may terminate an Associate’s Agreement by notice in writing for any material breach of its terms. This will result in the loss of all rights under the Associate Agreement and any further bonuses and commissions generated. The Associate will be notified of this action and may appeal against the termination. Any appeal must be in writing and addressed to the Company within thirty (30) days of receipt of the termination letter.


60. The Associate Agreement may be terminated by the Associate without penalty and with or without cause or reason at any time upon not less than fourteen (14) days written notice. Except where the obligation on the Associate is specified to apply after termination of the Associate Agreement, the Associate shall be released from all future contractual liabilities towards Life UK on termination of the Associate Agreement at any time.


61. The Associate agrees that bonuses or commissions paid to the Associate on services refunded to Associates or Members in his/her organisation within the preceding one hundred and twenty (120) days shall be repayable by the Associate and may be deducted from his/her account with Life UK at any time where an Associate in his/her organisation terminates his/her Associate Agreement or it is terminated by Life UK or an Associate is refunded in any circumstances.

62. The Associate agrees that where possible payments of refunds will be made in the same form as the original payment and otherwise will be made by cheque and in accordance with Life UK’s termination procedure in force from time to time. Life UK shall be entitled to set off any monies due from it at any time against any monies due to it from the Associate and to deduct the same from the Associate’s account with Life UK.


Miscellaneous

63.
a. The Associate Application Form, incorporating these Terms and Conditions, the Terms and Conditions governing Life UK Members and the Pay Plan (as amended from time to time) constitute the entire agreement between the Associate and Life UK and no other promises, representations, warranties or agreements of any kind shall be valid unless in writing and issued by Life UK.

b. The Company never forfeits its rights to require an Associate’s compliance with the Associate Agreement or with applicable laws and regulations governing business conduct. Only in rare circumstances will a policy be waived. Any such waiver will only be valid if conveyed in writing by Life UK, will apply only in that specific case and may not be used as a precedent in any other case.

c. Life UK may assign this Agreement and any benefits relating to it to any associated company of Life UK.

d. Any notice required to be given hereunder shall be deemed validly served if delivered either personally or by first class post to the address of the other given in the Application Form or such other address as may be notified by the other from time to time for this purpose. If sent by first class post, the period of notice shall start to run from the second day after such notice is posted. The Associate shall inform Life UK within seven (7) days of any change of address.

e. If any of the terms of this Agreement shall be found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of any other term or condition of this Agreement, all of which shall remain in full force and effect.

f. This Agreement (except in the event of fraud) constitutes the entire agreement between Life UK and the Associate and supersedes any previous agreement between them relating to the subject matter of this Agreement.

g. No third party which is not party to this Agreement may enforce any terms of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

h. Where the context so admits or requires, reference to the feminine gender includes the masculine gender and vice versa and words denoting the singular includes the plural and vice versa; headings used in these Terms and Conditions shall not affect their interpretation.

i. The Associate Agreement is governed by English Law and the parties agree to submit to the exclusive jurisdiction of the English courts in the event of any dispute arising out of or in connection with the Agreement.

j. Associates are automatically enrolled as Free Members of Life UK and are therefore bound by the following Terms and Conditions of membership:



TERMS AND CONDITIONS GOVERNING LIFE UK MEMBERS

GENERAL

These Terms and Conditions govern the relationship between each Life UK Free Member and Life UK Financial Limited (“Life UK” or “the Company”).

Life UK is the promoter of the Life UK Financial trading scheme in the United Kingdom. The services supplied under this scheme are: use of the website financial management tools, access to financial and/or legal services supplied by third party providers following advice from an independent third party adviser and access to online financial educational seminars and such other services as Life UK and/or its third party advisers may market from time to time.

My IFA is one of the third party advisers to which referrals are made by Life UK. Life UK has an interest in My IFA as a minority shareholder.

The online acceptance by the Member of these Terms and Conditions confirms that the Member has read and accepted these Terms and Conditions (“Member Agreement”).

BECOMING A LIFE UK MEMBER

• The Member must have reached the age of 18 years and be resident in the United Kingdom.

• The Member will be allocated a Member ID Number. This number will be recorded on the Life UK computer together with the Member’s personal details obtained from the Member Agreement.

• Life UK will accept as Members individuals, partnerships and limited companies.

• No purchase is necessary to become a Free Member.

MEMBER RIGHTS

Life UK grants to the Member access, via the Life UK website, to specialist advice from Life UK’s Third Party Advisers. Access is subject to the terms and conditions of the Member Agreement.

DATA PROTECTION

This policy describes Life UK’s duty of care in relation to Members with regard to the data (whether personal or otherwise) that is collected and held by it. Life UK is committed to:

• Obtaining and processing personal data or the information constituting personal data fairly;

• Ensuring personal data is accurate and, where necessary, kept up to date;

• Keeping personal data for only one or more specific lawful purpose;

• Not using or disclosing personal data in any manner incompatible with such lawful purpose;

• Ensuring that personal data is adequate, relevant and not excessive in relation to such purposes;

• Not keeping personal data for longer than is necessary for such purposes; and

• Taking appropriate security measures against unauthorised access or alteration, disclosure or destruction of personal data and against its accidental loss or destruction.

The Member acknowledges that he/she has been informed by Life UK that the information which he/she gives to Life UK (including information relating to the Member, his/her address and other details) will be retained by Life UK on a computer database and will be used by Life UK for the purpose of calculating the marketing commissions payable and for the performance of the Life UK business. The Member also acknowledges that this information will be the property of Life UK and that Life UK may disclose this information in connection with its purposes to associated entities of Life UK which may be situated inside or outside the EEA and to other persons and, in particular, may disclose it to Life UK Associates as part of Life UK Sales Activity Reports and to Life UK Key Partner Advisers. The Member consents to Life UK retaining, processing and disclosing the information referred to as set out above. The Member gives permission for Life UK to include the Member in both standard and specific communications which Life UK will send by e-mail and by post on a regular basis.

ADVICE AND SERVICES

The Member acknowledges that at no time will Life UK offer financial advice or accept responsibility for offering financial advice and that all services will only be offered to the Member by Third Party Advisers and that any disagreements or complaints resulting from the Member’s dissatisfaction with any services provided will be the sole responsibility of the Third Party Adviser.


PROHIBITED USES

You may use our website only for lawful purposes. You may not use our website site:

• In any way that breaches any applicable local, national or international law or regulation.

• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.

• For any purpose of harming or attempting to harm minors in any way.

• To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.

• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time*bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.


You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our website.

• Not to access without authority, interfere with, damage or disrupt: any part of our website or any equipment or network on which our website is stored or any related software.


INTERACTIVE SERVICES

We may from time to time provide interactive services on our website, including, without limitation:

• Video Content
• Interactive Content
• Chat rooms
• Bulletin boards

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users (and in particular for children) from third parties when they use any interactive service provided on our website and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks.


However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our website. We expressly exclude liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

The use of any of our interactive services by a minor is not recommended and is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

CONTENT STANDARDS

These content standards apply to any and all material which you contribute to our website (contributions), and to any interactive services associated with it.

You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.

Contributions must:

• Be accurate (where they state facts);
• Be genuinely held (where they state opinions);
• Comply with the applicable law in the UK and in any country from which they are posted.

Contributions must not:

• Contain any material which is defamatory of any person;
• Contain any material which is obscene, offensive, hateful or inflammatory;
• Promote sexually explicit material;
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• Infringe any copyright, database right or trade mark of any other person;
• Be likely to deceive any person;
• Be made in breach of any legal duty owed to a third party, such as a contractual duty or duty of confidence;
• Promote any illegal activity;
• Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
• Be likely to harass, upset, embarrass, alarm or annoy any other person;
• Be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
• Give the impression that they emanate from Life UK, if this is not the case;

• Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

SUSPENSION AND TERMINATION

We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our website. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this acceptable use policy constitutes a material breach of the terms upon which you are permitted to use our website, and may result in our taking all or any of the following actions:

• Immediate, temporary or permanent withdrawal of your right to use our website;
• Immediate, temporary or permanent removal of any posting or material uploaded by you to our website;
• Issue of a warning to you;
• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
• Further legal action against you;
• Disclosure of such information to law enforcement authorities.

We do not accept liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action in our reasonable discretion.

CHANGES TO THE MEMBER AGREEMENT

We may revise this Member Agreement at any time by amending this page. We will notify Members of any changes in advance by email.

MISCELLANEOUS

i. This Agreement is personal to the Member and neither this Agreement nor any benefit under this Agreement may, without the prior consent in writing of Life UK, be assigned or otherwise disposed of by the Member. Life UK may assign this Agreement and any benefits relating thereto to any associated company of Life UK.

ii. Any notice required to be given hereunder shall be deemed validly served if delivered either personally or by first class post to the address notified by the other from time to time for this purpose. If sent by first class post, the period of notice shall start to run from the second day after such notice is posted. The Member shall inform Life UK within seven (7) days of any change of address.

iii. If any of the terms of this Agreement shall be found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of any other term or condition of this Agreement, all of which shall remain in full force and effect.

iv. This Agreement (except in the event of fraud) constitutes the entire agreement between Life UK and the Member and supersedes any previous agreement between them relating to the subject matter of this Agreement.

v. No third party which is not party to this Agreement may enforce any terms of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

vi. Where the context so admits or requires, reference to the feminine gender includes the masculine gender and vice versa and words denoting the singular include the plural and vice versa; headings used in these Terms and Conditions shall not affect their interpretation.

vii. The Member Agreement is governed by English Law and the parties agree to submit to the exclusive jurisdiction of the English courts in the event of any dispute arising out of or in connection with the Agreement.