Trade Practitioner Standard Account Terms and Conditions

• Terms of Business
• Retention of Title
• VAT
• Trade Prices
• Volume Discounts
• Holding Stock
• Account Verification
• Payment Terms
• Commission
  • Commission Account
  • Client Linking
  • Client Referral
  • Commission Reports
  • Affiliate Linking Scheme
• Recommendations
  • Sending Recommendations
  • Misuse
  • Business Cards
  • Linked Clients
  • Non-Linked Clients
• Marketing & Advertising
• Trading Relationship Principles
• Data Protection
• Privacy Promise
• Data Sharing Agreement - Separate Controllers
• Between
• Definitions
• Introduction
• Purpose
• Personal Data
• Appendix A

Terms of Business

Any order accepted by Cytoplan Limited shall be subject to our standard terms and conditions of business and no other conditions shall apply unless expressly agreed in writing with Cytoplan Limited. Cytoplan Limited reserves the right to modify these terms and conditions at any time on an individual basis, under the agreement of both parties.

Retention of Title

The ownership of material to be delivered by Cytoplan Limited shall not pass until the purchaser has paid all sums due to Cytoplan Limited. Until payment has been received, the material shall remain the property of Cytoplan Limited and shall be held by the purchased as security for the debt of Cytoplan Limited. The foregoing shall not prevent the purchased from dealing with the material in the normal course of trade.

VAT

All prices quoted are exclusive of VAT which will be charged at the rate applicable at the time.

Trade Prices

Trade prices are calculated by discounting approximately 40% of the retail price net of VAT.

Volume Discounts

In addition to receiving trade prices, you may also receive volume discounts. These volume discounts are applied on single orders. The rates and thresholds for these volume discounts are explained in the table below. These volume discounts cannot be used in conjunction with any other concomitant discounts and offers.

Holding Stock

You can buy goods to hold as stock for resale to clients. Products will be charged at trade prices as normal.

Account verification

A governing body and/or insurance certificate is required to verify a practitioner (or student practitioner) account. If your application is successful, the application will be stored and will form a part of your profile in your account area. Certificates or any other uploads submitted during the application process will not be stored. If your application is not successful, or is not completed, then your application and any other uploads you provided will be deleted.

Whilst your practitioner or student practitioner account is pending validation, any orders you place will be charged at RRP. Once your account has been verified, any trade or volume discounts will be applied to your account via credit notes retrospectively. You have a 4-week window in which to claim retrospective credit notes between account creation and account validation. Credit notes will not be applied prior to account validation.

Payment Terms

We must receive payment for the whole price of the goods including carriage charges and VAT before your order can be dispatched. We can accept cheques, postal orders, and major credit/debit cards.

After your account has been verified, and you have been ordering from us for at least 6 months (at least 3 orders in this time), you can apply for payment on account terms. The application will be considered and, if approved, will be confirmed in writing. You will not be able to use payment on account terms unless it is expressly agreed in writing with Cytoplan Limited.

If your application for payment on account terms is approved, you must place you order via phone or email to make use of these terms.

Commission

-  Commission Account

To benefit from referring your clients to Cytoplan products you must first complete a commission application form.

-  Client Linking

Client accounts must use a unique code when purchasing to be linked to a practitioner. This code is generated by Cytoplan and distributed by the practitioner. To incentivise successful linking the code provides the client with a 35% discount on their first order (not to be used in conjunction with any other offers). Subsequent orders will be subject to standard pricing terms. Practitioner will continue to receive commission on all linked client account orders for as long as the client account/s remain active. An inactive client account is defined as an account that has not placed an order in a 24-month period. The delinking of inactive client accounts is performed by Cytoplan monthly.

To ensure commission on all orders, clients must enter the practitioner commission code at the point of order. If there is any problems entering the code please contact the customer service team immediately. Cytoplan is unable to process any retrospective commission more than 4 weeks after the client's transaction.

-  Client Referral

Practitioners can earn up to 33% commission on linked client accounts. It is possible to pass on some or all the commission as a discount to a client. All commission options are listed in the table below:

- £200 credit will be applied to your account when you have 50 clients linked to you. This credit is only to be used against future orders.

-  Commission Reports

For UK residents, Cytoplan Limited will pay commission when a minimum threshold of £3.00 has been reached. For non-UK residents, Cytoplan Limited will pay commission when a minimum threshold of £100.00 has been reached.

Your commission is calculated monthly and paid into your bank accounts by BACS. Your bank sort code and account number are required to administer this transaction and should be submitted on the commission application form that comes with your starter pack. If bank details are not supplied a commission account will not be setup. Cytoplan will not pay commission unless the practitioner account has been fully verified.

You will receive monthly commission reports, in the Practitioner Hub, that provide financial data on purchases from your linked client accounts for accounting purposes.

-  Affiliate Linking Scheme

Through the affiliate linking scheme you can add a text link(s) or image(s) to your website. Once clicked on and a purchase is made (within 30 days of the visit), commission will be attributed to your account. The links will contain a unique code that will associate your account with your clients’ accounts for all future purchases. Practitioner accounts will continue to receive commission on all linked client account orders for as long as the client account/s remain active. An inactive client account is defined as an account that has not made an order in a 24-month period. The delinking of inactive client accounts is performed by Cytoplan monthly.

Recommendations

-  Sending Recommendations

The recommendations feature allows a practitioner to send recommendations to clients, both who are and are not customers of Cytoplan Limited.

Recommendations are sent by email, and through the Cytoplan website should the client have an account with Cytoplan Limited. As a practitioner, you must receive consent from your client before sending a recommendation. The client can unsubscribe from receiving recommendations at any time.

You can send a recommendation to linked clients (customers who are a registered Cytoplan customer & linked to you), and unlinked clients (customers who are not a registered Cytoplan customer).

Recommendations can be created in the Practitioner Hub, or by adding the items to your basket & selecting “Share with Client”.

-  Misuse

There is currently no limit on the number of recommendations that you can send. The use of the recommendations system is there to help you & your clients with product purchases. Should misuse of the recommendations system be detected by Cytoplan Limited, or reported by a client, Cytoplan Limited reserves the right to impose a limit on the number of recommendations sent per day. Continued misuse of the recommendations system may result in the limit of recommendations being lowered or suspended in its entirety.

Misuse of the recommendation system includes, but is not limited to:

1. Abusive or disrespectful messages within recommendations
2. Repeated spamming of recommendations
3. Sending unsolicited recommendations

-  Business Cards

As a practitioner, you have the option to set a business card on your profile. This card will be present on all recommendations you send through the practitioner hub. The use of this business card is optional. This business card can only contain text. The contents of the business card must be appropriate and of a professional manner. If you are found to have used inappropriate text in your business card, your account may be suspended.

-  Linked Clients Cards

Linked clients are customers of Cytoplan Limited that have already registered for an account and have entered the linking code that is associated with you. The clients account code, name, and the first line of their address is given to allow you to identify the client & enable you to ensure you are making recommendations to the appropriate client. This information is updated by the client. As this information is Personally Identifiable Information, it must be handled in line with the General Data Protection Regulation (GDPR).

To send a recommendation to a linked client, they must have consented to receiving recommendations from their practitioner (you). Cytoplan Limited cannot subscribe your clients to receive recommendations on your request. This must be done by the client.

Clients have the option to unsubscribe from recommendations at any time. If the client has opted out of receiving recommendations, you will not be able to send any recommendations to them.

As a practitioner, you will not have access to the client account. You are not able to edit the information on the client account. No other information, other than that mentioned above, will be given on the client to comply with GDPR.

-  Non-Linked Clients Cards

As a practitioner, you can maintain a list of clients who are not currently linked to you. This information is provided & maintained by you as the practitioner. You can store the clients name, email address, and the first line of their postal address in order help with identifying the client. You should only provide the first line of the address. The information is stored separately, and so any clients on this list will not receive marketing communications from Cytoplan Limited. When adding the client information, you must confirm that you have received consent from the client to send them recommendations through Cytoplan Limited.

Clients have the option to unsubscribe from recommendations at any time. If the client has unsubscribed from receiving recommendations, you will not be able to send any recommendations to them.

You have the option to send your practitioner linking code along with the recommendation. Should the unlinked client place an order with Cytoplan Limited, and provide the linking code you have sent them, they will become linked to you. The client will be informed that using the code will establish a link with your account. The information you receive will then follow the information as described in the Linked Clients section above. The now linked client will be removed from your list of unlinked clients.

Marketing & Advertising

Practitioners are permitted to list Cytoplan products on their website and their social media profiles. They can distribute their unique linking and discount codes to their existing client base via email, closed social media groups, direct mail and/or face to face. Cytoplan Ltd does not permit discount codes to be made available on any public-facing media and failure to comply will lead to automatic account suspension.

Trading Relationship Principles

We ask all resellers of Cytoplan products to support the Brand which we have taken over 30 years to grow. We want to work with trading partners who share our ethos and approach to doing business. We aspire to secure long term relationships with partners who believe in the value that our products bring to the market, at the level we position them at, as such we ask all trading partners to respect the RRP whenever possible.

As part of the company’s distribution strategy, Cytoplan is not to be re-sold on other platforms such as Amazon and eBay.

Data Protection

-  Privacy Promise

The protection of our Practitioner’s personal privacy is an important concern to Cytoplan Ltd. Any personal data collected will be treated in accordance with current data protection legislation. We will use your personal data to administer your Practitioner account, client linking, referrals and to assist in marketing, advertising, and promoting your business. Your Personal Data may be shared with business partners delivering services on our behalf. For more information please refer to our Privacy Policy.

Data Sharing Agreement – Separate Controllers

The transfer of Personal Data between Cytoplan and Practitioners shall be governed by the following Data Sharing Agreement.

-  Between

1. CYTOPLAN LTD whose principle office is Unit 8, Hanley Workshops, Hanley Swan, Worcestershire, WR8 0DX (Cytoplan).
2. The Practitioner.

Hereinafter referred to together as the “Parties” and individually as “Party”.

-  Definitions

• Data Controller, Data Subject, Processor, Sub Processor shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);
• Supervisory Authorities and Personal Data Breach shall have the respective meanings given to them in the GDPR;
• Data Protection Laws means any applicable law relating to the processing, privacy and use of Personal Data, as applicable to either party or the Services, including Regulation (EU) 2016/679 (the General Data Protection Regulation or GDPR), as amended by the UK Data Protection Act 2018 (DPA); Outside of the United Kingdom (UK) and European Economic Area (EEA), "Data Protection Laws” means local, territorial data protection and privacy legislation that governs the processing of Personal Data;
• Personal Data means any information, that directly or indirectly identifies a natural person (individual).

-  Introduction

• The Parties acknowledge they are separate Data Controllers.
• Cytoplan maintains certain Personal Data about its Customers, Prospects and Practitioners for the purpose of administration and to promote high quality nutritional supplements;
• From time to time, Cytoplan will release certain Personal Data to The Practitioner;
• This Data Usage Agreement details the authorised use to which The Practitioner may put the Personal Data to.

-  Purpose

• Cytoplan will release certain Personal Data about its customers to The Practitioner for the following purposes:
  • Sales, marketing and commission management;
  • Optimise the treatment of customers.

-  Personal Data

• The Personal Data to be released to The Practitioner will be limited to a subset of:
  • Customer Name, Client Linking Code, Order and Commission Details;
• At all times, The Practitioner will process Personal Data provided in accordance with the data processing principles set forth in Appendix A, and in conformance with all Data Protection Laws;
• The Practitioner will ensure that the Personal Data is only released to authorised individuals who are trained in data protection and have committed themselves to confidentiality;
• The Practitioner is not permitted to transfer any Personal Data provided to a third party, Processor or Sub Processor without the written approval of Cytoplan;
• Personal Data shall not be transferred in any form or by any means to a country outside the UK or EEA without appropriate safeguards as defined in GDPR;
• The Practitioner shall ensure that they will have in place appropriate technical and organisational measures to protect Personal Data provided against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected;
• The Practitioner shall implement appropriate Records Keeping practices, making such records available to Cytoplan or a Supervisory Authority on request;
• In the event of a Personal Data Breach, The Practitioner will notify Cytoplan, providing all information available, at the earliest opportunity and not later than 24 hours after becoming aware of the breach.

-  Appendix A

Principles relating to processing of personal data
(Article 5 of the General Data Protection Regulation 2016)

Personal Data shall be:

• processed lawfully, fairly and in a transparent manner in relation to the data subject (‘lawfulness, fairness and transparency’);
• collected for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes (‘purpose limitation’);
• adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed (‘data minimisation’);
• accurate and, where necessary, kept up to date; every reasonable step must be taken to ensure that personal data that are inaccurate, having regard to the purposes for which they are processed, are erased or rectified without delay (‘accuracy’);
• kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which the personal data are processed (‘storage limitation’);
• processed in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures (‘integrity and confidentiality’).