Happiness is also to DARE. IF YOU WANT IT, YOU OBTAIN IT, as we were told by our elders when we were children, and how true it was then. BUT now that we definitely have a better control of ourselves, we do not believe in that anymore. What’s stopping us? IT’S TIME TO BE HAPPY !
Policies and Procedures
These Policies and Procedures (hereinafter referred to as “P&P”) constitute part of the contract they are attached to and are entered into between the HappyCo Partner who signed the contract (hereinafter referred to as the “Partner”) and the company under business name “HappyCo NET SAGL” with its seat in Lugano (Switzerland) (hereinafter referred to as “HappyCo”).
HappyCo has sole discretion to modify the P&P at any time. Any changes, additions, deletion or amendments hereto shall be delivered to Partner via e-mail or fax and shall be effective concurrent with the date of delivery.
The following capitalized terms mentioned herein shall have the following meaning:
A. Active Partner. A Partner who has met the requirements to receive Commission or Bonus
B. Agreement. A compilation of documents that include these P&P, the Application Form for
Appointment of HappyCo Partner, the Terms and Conditions, and the Compensation Plan.
C. Auto Ship. A standing product order automatically shipped each calendar month.
D. Business Centre Registration. Submitting online or sending by mail or fax a Partner Application
E. Business Centre. An income earning position that is registered to a Partner with HappyCo. Also
referred to herein as the “Distributorship”.
F. Candidate – an adult person who has the ability to perform legal acts, legal person or
organisation that does not own/have legal personality who apply to HappyCo Program.
G. Commissionable Volume. Total volume used in calculating commissions.
H. Group CV. The amount of Commissionable Volume produced by a Partner’s organisation in a
I. Initial Order. A product order required to participate in the Compensation Plan.
J. Organisation. All Partners located under a Partner’s Business Centre(s).
K. Personal CV. The Partner’s personal product sales or purchases that reflect Commissionable
Volume attached to the product.
L. Placement. A Partner positions a new Partner into his or her Organisation.
M. Preferred Customer. A customer who orders products without signing up as a Partner.
N. Retail Sales. The sale of products purchased at the wholesale or Partner price and sold to
customers at retail.
O. Sponsor. The Partner who is identified as such in another Partner’s Application and Agreement,
which has been accepted by HappyCo.
P. Suspension. The act of placing on hold a Partner ID Number which may include a hold on
commissions produced under the sales compensation plan.
Q. Partner ID Number. The number assigned to a Partner at the time the Partner’s application is
completed and accepted by HappyCo.
R. Partner. An individual who conducts business activity or entity that has been accepted for
membership by HappyCo and who has agreed to abide by the Agreement.
S. Termination. The permanent cancellation of a Partner’s access to his/her ID number described in
particular in Section 12.
T. Upline / Downline. All Partners above/below a Partner’s Organisation.
2. Becoming a Partner
2.1. A Candidate may become a Partner after submitting a completed Application Form for
Appointment of HappyCo Partner which has been accepted by HappyCo.
2.2. HappyCo reserves the right to reject or accept the Partner Application Form.
2.3. To become a Partner, a Candidate shall be at least eighteen (18) years of age and conduct
business activityand the entity shall be properly registered.
2.4. An enrolment fee might be required to become a Partner and to cover administration expenses of
HappyCo for providing information materials and Internet services. This fee must be paid within
thirty (30) days of the enrolment date or the Partner’s Distributorship may be suspended.
2.5. To remain a Partner, a Partner must purchase or sell an initial order before the end of the second
commission period from the date of enrolment and purchase or sell products every ninety (90)
days, or the Partner’s Distributorship may be suspended.
2.6. The Partner agrees that placing an order for products, enrolling another Partner or receiving a
commission payment shall act as a confirmation that the Partner has read, understood and
agreed to the Agreement.
3. Partner Agreement. Restrictions
3.1. Membership in the Program is voluntary and its Partners does not have a guarantee that they
would have incomes or achieve an economical success. The Partner would not popularize/
spread false statements arising from being a member in HappyCo Program, concerning incomes.
3.2. Partners must file an Application Form for Appointment of HappyCo Partner as well as undertake
to abide the Agreement.
3.3. Unless otherwise specified, the Partner Application Form must be submitted to HappyCo online
at HappyCo website www.myhappyco.com. HappyCo may permit the submission by fax, mail
or other manner. An Application Form that is incomplete, incorrect in any respect may be
3.4. Upon request by HappyCo, a Partner must provide proof of residency, proof of age and proof of
business activity register number that corresponds with the Partner’s Application Form for
Appointment of HappyCo Partner and other documents upon reasonable request of HappyCo.
3.5. All rights to HappyCo System, copyrights, intellectual property rights to the brand, online domain,
Website, as well as forms, logos which are put on the Website are owned by HappyCo Net Sagl
with its seat in Lugano, using them should be determined and in accordance with the terms of
these regulations and agreed by HappyCo.
3.6. While using HappyCo’s System Partner cannot provide matters/contents which are forbidden by
legal rules, such as: violence, defamation, or those which violate personal goods and people’s
3.7. A Partner ID Number shall be issued upon acceptance of the Application Form for Appointment of
HappyCo Partner by HappyCo. Tax identification number must be provided to HappyCo for tax
purposes. All Bonuses and Commissions are paid in the name of the first applicant on the
Partner Application Form.
3.8. The requirements for a partnership, corporation or other legal entity (other than an individual) to
become the Partner are as follows:
3.9. The Partner Agreement must include the name of each participant and, upon acceptance by
HappyCo, is binding upon all participants.
3.10. Upon request by HappyCo, each participant of the corporation must provide proof of residency
and proof of the ability to legally conduct business that corresponds with the corporation’s
3.11. An Application Form for Appointment of HappyCo Partner provided by HappyCo must contain the
names and tax identification numbers, and other relevant identification number, of the principal
officers (president, vice president(s)), members of the management board, members of the
supervisory board (if applicable) and all shareholders. In the case of a partnership, the Partner
Application Form must contain the names, tax identification numbers, business activity register
numbers of all partners.
3.12. A Partner may not convey, assign, or otherwise transfer any right conveyed by the Partner
Agreement to any person without the express, prior written consent of HappyCo which consent
shall not be unreasonable withheld. The Partner may delegate his responsibilities but is ultimately
responsible for insuring compliance with the Agreement and applicable laws and regulations.
3.13. Partner must inform HappyCo of any changes affecting the accuracy of the Partner’s Agreement
or Partner Application Form. Changes to an organisation must be submitted on a new Agreement
or Application Form for Appointment of HappyCo Partner with “Amended” checked on the top.
The document must include all of the participants in the organisation and be signed by all parties
and returned to HappyCo. HappyCo reserves the right to charge a fee to change a Partner ID
Number. There is no charge for a change of address, telephone number, addition of person(s), or
the correction of clerical error(s).
3.14. A person or entity becomes an approved Partner on the date the Partner Agreement is received
and accepted at HappyCo’s corporate office. A person or entity must become an approved
Partner by the last working day of a bonus period in order to be included in that Bonus and
3.15. Partner may not have a simultaneous beneficial interest or participate in more than one (1)
organisation without the written consent of HappyCo. A beneficial interest includes but is not
limited to, any ownership interest, equitable interest, any rights to present or future benefits,
financial or otherwise. Unless otherwise approved by HappyCo, Partner shall not have an
ownership interest in, operational or management control of, or derive any benefit directly or
indirectly from any subsequent Partner not in the same line of sponsorship as the individual’s
initial Business Centre(s).
3.16. If a spouse or co-habitant of a Partner wishes to become a Partner, he/she must be added to the
Distributorship that was previously formed by the spouse or co-habitant.
3.17. Any person who should be listed on the Partner Application Form of a corporation is considered
to have a beneficial interest in the organisation existing in the name of that corporation. If that
person wishes to become a Partner, that person must be added to the organisation previously
formed with that corporation.
3.18. A corporation is considered to have a beneficial interest in the organisation existing in the name
of any person listed on its Partner Application Form. To become a Partner, that corporation must
be added to the Partner Agreement previously formed with that listed person.
3.19. No corporation may become a Partner if any person who should be listed on the Corporation’s
Partner Application Form is already a Partner under another Agreement.
3.20. Partner (including a corporation or any person therein who is or should be listed on the Partner
Application Form) may re-enrol and create a new organisation under a different sponsor only by
resigning his/her original organisation and then waiting six (6) months prior to re-enrolling. The
six (6) month waiting period will begin upon receipt by HappyCo of a termination notice in writing
from the Partner.
3.21. As used herein, “Active in the Business” includes signing the Agreement, purchasing products
from HappyCo, sponsoring new Partners, or other activities. HappyCo, in its sole discretion,
determines to be a meaningful promotion of HappyCo’s business.
3.22. Unless otherwise approved in writing by HappyCo, Partner who has engaged in business activity
is prohibited from acquiring any interest in or to merge with a pre-existing organisation under a
different Sponsor. A Partner may not have or acquire a present or future ownership interest in or
establish another organisation in the name of a family member or an unrelated individual.
3.23. Partner may not encourage, entice, or otherwise assist another Partner to transfer to a different
sponsor. This includes, but is not limited to, offering financial or other tangible incentives for
another Partner to terminate an existing organisation and then re-sign under a different sponsor
3.24. Partner who wishes to change his/her status from that of an individual Partner to a participant in
a corporation under the same sponsor may do so at any time, subject to applicable law and upon
completion and delivery to HappyCo of the requisite Partner Application Form.
3.25. Partner may not convey, assign, or otherwise transfer any right conveyed by the Agreement to
any person or entity without the express, prior written consent of HappyCo, which consent shall
not be unreasonably withheld. Partner may delegate his/her/its responsibilities but is ultimately
responsible for ensuring compliance with the Agreement and applicable laws. Any person or
entity working with or for the Partner as part of his/her/its organisation shall do so only under the
Partner’s direct supervision.
3.26. Partner is prohibited from fabricating information or signing-up any individual as a Partner without
their knowledge and/or consent.
3.27. HappyCo may reject a Partner Agreement, or terminate a distributorship if a Partner:
3.27.1. Fails to provide documentation requested or required by HappyCo;
Provides to HappyCo false or inaccurate information or fails to correct false or
Violates any provision of this Section
3.28. Preferred Customer is not required to enrol as a Partner or pay the membership enrolment fee. A
Preferred Customer does not qualify for Commissions and Bonuses. The purchase price of the
product shall be established by HappyCo. The sponsor shall place the Preferred Customer to the
side of Business Centre two (2) or three (3) that they designate. Once the side is selected, the
Preferred Customer cannot be moved. If a Preferred Customer becomes a Partner he/she is
required to pay the membership enrolment fee and/or place an initial order, and the new Partner
shall be placed in the down line.
3.29. Current and Post-Partner Non-Solicitation Non-Service Agreement. During the term of the
Agreement and for a period of two (2) years thereafter, Partner shall not, without the prior written
authorisation of HappyCo, directly or indirectly:
3.29.1. solicit or provide strategic, design or development services to any entity or person
who is/was a customer, distributor or supplier of HappyCo; or
3.29.2. contact any person, through any means, who is/was a customer, employee,
distributor or supplier of HappyCo; or
3.29.3. solicit or provide such services to anyone known to him/her to have been a
distributor or targeted distributor of HappyCo.
3.30. Targeted Distributor shall be defined as a prospective distributor to whom HappyCo, or any
distributor in HappyCo, had made a new business presentation or similar offering of services at
any time during the one-year period immediately preceding the termination of the Agreement.
3.31. Non-interference with HappyCo Employees, Distributors, and Customers. During the term
of the Agreement and for a period of two (2) years thereafter, Partner shall not, without prior
written authorization of HappyCo, directly or indirectly:
• induce or attempt to induce any company employee, distributor, consultant or independent contractor
to quit HappyCo’s employ or relationship;
• recruit or hire away any company employee, distributor, consultant or independent contractor;
• hire or engage any HappyCo employee, former employee, distributor, consultant or independent
contractor whose employment or other relationship with HappyCo ended less than one year before
the date of such hiring or engagement; or
• induce or attempt to induce any person who is a distributor of HappyCo or who otherwise is a
contracting party with HappyCo to terminate any written or oral agreement or understanding or other
relationships with HappyCo.
4.1. When offering HappyCo’s product to prospects, Partners are required to present the product in its
entirety, without omission, distortion or misrepresentation. Any additional offers, representations
or agreements made by an Partner in connection with HappyCo’s product are prohibited and may
result in the termination of the Partner.
4.2. Under the Agreement, Partner becomes a Sponsor while sponsoring two (2) others Partners and
thus creates the Partner organisation (hereinafter referred to as the “Partner Organisation”).
4.3. Occasionally, one or more individuals may contact the same prospect, resulting in a dispute of
the sponsoring rights. A new Partner has the right to choose his/her sponsor as vacancies.
HappyCo shall not mediate such disputes and shall be recognize as sponsor the person whose
name appears as sponsor on the first order form sent in by the new Partner. In the event that
more than one (1) order form is sent in with conflicting sponsor information, the form received
first by HappyCo shall be recognized as binding and changes shall not be allowed.
4.4. If a Partner falsely represents that HappyCo failed to honour this policy, HappyCo, at its sole
discretion, may terminate the Partner making the false representation.
4.5. Placement in Organisation. Sponsor is responsible for placing the new Partner into his/her/its
Organisation. Following the placement by the sponsoring Partner, the new Partner may not be
moved to any other location in the Organisation, except as authorised by HappyCo under the
4.6. If the Partner makes a mistake in a placement, the sponsoring Partner shall complete and send
the “Correction to Placement Form” provided by HappyCo. This form shall be sent to HappyCo
within seven (7) days of the date of placement of the new Partner. HappyCo reserves the right to
accept or reject the request. HappyCo also has the right to seek reimbursement from any Partner
of any commissions or bonuses resulting from the correction, and any time expended by
HappyCo to correct any errors.
4.7. Sponsor is prohibited from making changes to information or product orders under a personally
4.8. The changing of sponsor’s is generally not permitted. Upon receipt and acceptance of the
Partner Agreement by HappyCo, the new Partner’s sponsor cannot be changed, without the
consent of HappyCo and without approval of the Partner’s immediate Sponsor Upline. If the
sponsoring Partner becomes inactive, that sponsorship is not assigned to and does not roll up to
the upline sponsor. In other words, if A sponsors B, and B sponsors C, and then B becomes
inactive, the sponsorship of C does not revert to A. Also, C does not move up into the position of
B if B becomes inactive.
4.9. Unless otherwise agreed to in writing by HappyCo, a Partner desiring to change sponsors can do
so by resigning and then waiting six (6) months prior to rejoining with a new Sponsor. The six (6)
month waiting period shall begin upon receipt by HappyCo of a termination notice in writing from
4.10. Partner may not sponsor another Partner into any other network marketing or direct selling
company. Partner may not participate in any action that causes another Partner to be sponsored
through someone else into another network marketing or direct selling company.
4.11. Partner acknowledges that HappyCo has made an important investment when a sponsorship
occurs and when a Partner joins HappyCo, thus forming a valuable business relationship
between two (2) Partners and HappyCo.
4.12. HappyCo, in its sole discretion, may terminate a Partner who is involved, in any manner, in crosssponsoring
or cross-recruiting, and the Partner agrees that HappyCo may seek legal recourse to
enjoin such conduct.
4.13. In case of losing the status of Partner in HappyCo all other people who were recommended by
this Partner would be signed to the Partner who recommended them. When the Partner was
recommended by HappyCo all other people who recommended by Partners would be signed to
the Partner recommended by HappyCo.
5. Confidential Information. Partner List
5.1. Partner Lists. All Partner organisation lists, names, addresses, emails addresses, and telephone
numbers contained in HappyCo’s database (hereinafter referred to as the “Lists”) are confidential
and are the proprietary property of HappyCo. The Partner acknowledges that HappyCo has
derived, compiled, configured, and currently maintains the Lists through the expenditure of
considerable time, effort, and monetary resources and shall be data controller for the Lists.
5.2. The Lists in their present and future forms constitute commercially advantageous proprietary
assets and trade secrets of HappyCo.
5.3. These Lists are provided for the exclusive and limited use of the Partner to facilitate the training,
support, and servicing of the Partner’s Organisation for furtherance of HappyCo related business
5.4. Each Partner agrees to keep the Lists confidential, and to use the Lists for the exclusive
set out herein.
5.5. These Lists remain, at all times, the exclusive property of HappyCo, and each Partner agrees:
5.5.1. To hold confidential and not disclose any Lists or portion thereof to any third person
or entity, including, but not limited to, existing Partners competitors, and the general
5.5.2. To limit use of the Lists to their intended scope of furthering the Partner’s HappyCorelated
5.5.3. That any use or disclosure of the Lists outside of those authorised herein, or for the
benefit of any third person or entity, constitutes misuse, misappropriation, and a
violation of the Agreement;
5.5.4. That, upon any violation under this Section, the Partner stipulates to injunctive relief
as an appropriate remedy enjoining that use under applicable law, and shall
immediately retrieve and return to HappyCo all Lists previously provided to the
Partner upon HappyCo’s request; and
5.5.5. That the obligations under this Section shall survive the termination of the Partner’s
Agreement and any other agreement between HappyCo and any Partner. HappyCo
reserves the right to pursue all appropriate remedies under applicable law to protect
their rights to the above- mentioned proprietary and trade secret information
covered by the Lists. Any failure to pursue any applicable remedies shall not
constitute a waiver of those rights.
5.6. The Partner who makes a wrongful disclosure of the Lists, assists others in wrongfully obtaining
the Lists, or in any way violates this Section, agrees to reimburse the court costs and attorney
(including the cost of any appeal) if HappyCo files a protective order or injunction action.
5.7. To protect the confidential nature of these Lists, the Partner agrees that it is a violation of this
Section if they are employed by any other Network Marketing or Direct Selling company or if their
the Lists could be compromised.
6. Ordering. Shipping
6.1. Online Ordering. Unless otherwise specified, HappyCo requires all Application Form for
of HappyCo Partner, order forms, and other forms to be submitted online. HappyCo may permit
Partners to mail or fax all forms directly to HappyCo.
6.2. All purchases of product inventory, sales aids, literature and supplies are strictly optional and are
made available online. Customer Service can only process product orders over the phone and
cannot process orders for sales aids, literature and supplies. In the event a Partner is required to
use the order form, the order form must be filled out completely and must include the Partner’s ID
Number, name, address, telephone number and signature for payment authorisation.
6.3. HappyCo does not condone “inventory loading” by any Partner in excess of the Partner’s actual
immediate needs for resale or personal use.
6.4. To prohibit “inventory loading,” the Partner agrees to the following inventory rules:
6.4.1. Partner shall not order any product for inventory unless at least seventy percent
Partner’s previously ordered inventory of that product has been sold or consumed.
6.4.2. HappyCo shall not issue any refunds on any products previously certified as sold
seventy percent (70%) rule, unless required by law.
6.4.3. There are no inventory requirements to become a Partner or to maintain a
6.5. The Seventy Percent (70%) Rule. The HappyCo Sales Product is based on sales at retail and
on maintaining an inventory of products. At the time of each order, a Partner must have sold or
consumed at least seventy percent (70%) of their previous inventory of that product before reordering
and must be able to certify to such if demanded by HappyCo or by any authority.
6.6. Each Partner, upon request from HappyCo should be able to furnish a statement documenting
such sales and listing at least four (4) individual customers. If a Partner does not comply with this
requirement, the Partner is subject to discipline by HappyCo.
6.7. Pick-up orders may be picked up at HappyCo headquarters or at an Authorised Distribution
Centre listed in Appendix No 1 to this P&P. A Partner is required to contact HappyCo prior to
arranging for the pick-up order to insure that inventory is available.
6.8. Acceptable Methods of Payment. Payment may be made for all online orders through the use
of HappyCo approved major credit card, bank draft or other form of payment acceptable online.
In certain countries, as specified by HappyCo in Appendix No 2 to this P&P, payment may be
made for orders not submitted online by money order, cashier’s check, traveller’s cheque, cash,
major credit card, wire transfer or debit card. Personal checks are not accepted.
6.9. Partner agrees not to operate in any unauthorised market, and agrees not to ship or import
products into a country that is not officially open. HappyCo reserves the right to refuse shipment
into any country, jurisdiction or locale in which HappyCo has not officially opened.
6.10. HappyCo may require an adult signature receipt at the time of delivery to protect against theft
and lost packages. Any Partner may request the cancellation of this procedure. However,
HappyCo shall not accept responsibility for a missing order if the recipient waives the signature
6.11. Incomplete or Damaged Orders. It is the responsibility of the Partner to verify that an order is
complete. Shipping discrepancies must be reported online or in writing, either by mail or fax,
within ten (10) business days of receipt of the order.
6.12. The Partner is responsible to verify the condition of all orders and refuse delivery of damaged
shipment(s). Should damage be discovered after delivery is accepted, the Partner shall contact
Customer Service within ten (10) calendar days of receipt of the order. Prior to returning product,
the Partner is required to contact Customer Service for instructions.
6.13. Tracing Shipments. Should a Partner not receive an order within an expected delivery time
(typically 3 days), an email must be sent or a call should be made to Customer Service to request
a trace on the shipment. The Partner shall provide the name, Partner ID Number, and the date of
the order. Transport companies consider each package as a separate shipment and multiple
packages may not all arrive on the same day.
6.14. Back Orders. If HappyCo is temporarily out of stock on ordered merchandise, a “Back Order”
notice shall be sent with the current shipment, by email, by regular mail, or otherwise. Back
orders are filled first when new inventory arrives.
6.15. Credit for Commissionable Volume is applied at the time the products are ordered to maintain
Business Centre qualification. Therefore, credit card and debit card deductions, as well as money
order deposits, are made at the time of placement of orders and not the shipping of products.
6.16. Partner is responsible to provide the correct address to HappyCo. HappyCo shall send products
to the address provided. In the event that HappyCo mistakenly sends products to an address not
provided by the Partner, HappyCo shall not reassess shipping charges when the product is sent
to the correct address. However, when HappyCo sends products to the address provided by the
Partner, and that address is incorrect, the Partner is required to pay all costs of shipping to fulfil
6.17. The product return policy set forth below does not apply to any third party vendors and the
products that they supply to Partners. HappyCo has no responsibility for returns/corrections and
the Partner should contact the vendor directly on any such issues.
7. Product Return Policy
7.1. First Partner Product Purchase. Unless otherwise stated by HappyCo for a specific country or
region, a new Partner who is dissatisfied with his/her first product purchase shall request a
refund, credit or exchange within thirty (30) calendar days after the date of shipment of the
product. If HappyCo is notified within the thirty (30) calendar-day period, and if the product is in
resalable condition, HappyCo shall refund the full price of the product purchase less shipping
charges, Bonuses, and Commissions paid. The enrolment fee is not refundable. Partner’s
request of a one hundred percent (100%) refund on their first order shall be notice to HappyCo
as a cancellation of that Partner’s organisation. All return/refund requests must be communicated
in written via mail, fax or email to email@example.com.
7.2. Customer Return Policy. HappyCo requires that Partners provide a one hundred percent
(100%) money-back guarantee for all products they sell to third parties. It is the responsibility of
each Partner to refund the purchase price to any unsatisfied customer. The customer’s request
must be made within fourteen (14) days of the date of the product purchase to be valid unless a
longer period of time is required by law.
For products that customers bought directly from the company or that distributors buy in orders
different from the first (re-purchases for personal consumption) the following return policy applies:
7.2.1. The Partner or customer desiring to return product for a refund must express the
wi l l to cancel the order in wr i t ing by mai l , fax or by emai l to
firstname.lastname@example.org within fourteen (14) days from the moment they received
the products (or the last box in case of multiple shipment) even without giving any
reason for the return. The customers/partners will then receive a Return
Merchandise Authorisation number (hereinafter referred to as the “RMA”) from
Customer Care Service.
7.2.2. Shipment. All Customers/Partners willing to return their orders have to ship the
products back to HappyCo at their cost (unless otherwise agreed) to the following
address with the RMA number received clearly indicated on the parcel:
c/o EFA Project Sp. z o.o.
Reguły Logistic Park, hala nr 6
Reguły, ul Bodycha 97
7.2.3. Refound. HappyCo will provide full refund, including originally charged shipping
cost, on the same payment card/method used during the purchase within fourteen
(14) days from the moment it has been received the order cancellation request.
7.3. HappyCo does not provide a refund for any sales aids, promotional materials, sales kits or any
other marketing materials purchased by the Partner’s, because purchase of these items is not
required and because there is no financial benefit related to the purchase of these materials.
7.4. In no event shall HappyCo refund shipping expenses for the delivery or the return product except
in the case of customer order cancellation as set in point 7.2 above.
7.5. HappyCo must receive the returned product within a reasonable time from when the Customer/
Partner is provided with an RMA number. HappyCo might require proof that the shipment of the
returned products took place.
7.6. In order for the product to be in resalable condition, the carton containing the product must not be
damaged, the shrink wrap shall not have been opened, the carton shall not have been opened or
damaged, and the product must be returned no later than three months prior to its expiration
7.7. HappyCo agrees to create the return policy for a specific country or region that differs from the
return policy set out herein.
7.8. HappyCo’s return policy may be modified to comply with applicable laws, regulations or
7.9. Partner agrees that HappyCo shall not provide a refund for products returned after the specified
set out in the return policy.
7.10. If a Partner returns products to HappyCo, and no refund is due, the Partner authorises HappyCo
re-inventory the product for resale or to use the product for samples.
7.11. Partners are subject to adjustments of commissions paid on products returned by Partners in
7.12. HappyCo shall not make cash refunds. Refunds shall be credited to the credit or debit card
charged by HappyCo for the same order.
7.13. Partner who disputes the payment of product on their credit card and the product has been sent
by HappyCo, shall be immediately terminated.
8. Products. Retail Sales. Product Claims
8.1. HappyCo shall have the exclusive right to set the retail and wholesale price of the product which
prices shall be listed in the Compensation Plan or other materials. Factors such as costs of
production, market conditions, competitive pricing and access to the markets are considered
when determining the price. From time to time, changes shall occur in the price of the products.
HappyCo shall provide notice to Partners prior to officially changing the price. Such notice shall
be delivered to Partner by post, via e-mail, or fax.
8.2. Partners shall not repackage or re-label the product.
8.3. Any reports of missing product or problems with product received shall be reported to HappyCo
email@example.com within thirty (30) days of the date the product was or should have
8.4. Partners are not permitted to make any claims, verbal or written, regarding the HappyCo’s
unless such claims are pre-approved by HappyCo and posted on HappyCo’s website or official
sales aids. All claims must have a reasonable basis in fact and must be consistent with the
claims and representations made in current HappyCo’s marketing publications or on current
HappyCo’s product labels.
8.5. Partners may make only those structure/function claims that appear on HappyCo’s labels and
marketing materials for the product in question. A structure/function claim is one that the product
may “assist” or “support” an existing healthy bodily function or organ. Medical claims are
prohibited. HappyCo does not represent or imply that:
8.5.1. Any product is intended to diagnose, treat, cure or prevent any disease; or
8.5.2. Any ingredient, or combination of ingredients, will have results other than what is
known and accepted.
8.6. All structure/function claims, including testimonials, must be accompanied by the following
placed adjacent to the claims on every page on which the claims appear:
This product is not intended to diagnose, treat, cure, or prevent any disease.
8.7. A new Partner’s primary source of business income is derived from selling the products at the
suggested retail price. The retail profit is the difference between the Retail Price and the Partner
price of the product, less shipping costs.
8.8. When a retail sale is made, Partners shall provide their customers a complete Retail Sales
receipt and shall honour any customer request to cancel the transaction within fourteen (14) days
of the date of purchase, if required by law.
8.9. HappyCo recognises no exclusive territories. Partners shall not be limited from conducting
business in any state, country, or jurisdiction declared “open” by HappyCo. HappyCo shall place
a drop-down list on its website designating areas that are open. Partners are prohibited from
shipping products, organising and conducting events or pre-launching in a country not opened by
8.10. Partners must follow the rules established for legal for conducting business activity.
8.11. Auto Ship Product. The Auto Ship Product or “Auto Ship” permits a Partner to receive a
standing product order to meet their personal consumption and inventory needs as well as
8.12. Auto Ship order changes are made on the product order form and submitted online. On the
order form the box entitled “Revised Auto Ship” must be marked. The Revised Auto Ship order
must be indicated on the form. It is required that any change be received by HappyCo no less
than two (2) weeks prior to the normal Auto Ship billing date.
Changes received after that date shall be processed for the following cycle. Any requested order
change prior to the completion of three (3) months with the same Auto Ship order may be
assessed with a processing charge.
8.13. Cancellation of the Auto Ship Product must be made online by the Partner. Cancellations are
subject to the same time requirements as Auto Ship changes. If a Partner’s Auto Ship order fails
to process for three (3) consecutive months HappyCo has the right to take the Partner off of Auto
9. Income Representations
Actual, implied or potential income representations or claims regarding HappyCo’s product, other than
required by applicable laws, are strictly prohibited.
10.1. Partners shall comply with all rules and regulations relating to Partners’ businesses and shall not
engage in any unlawful or illegal trade practices or business activity. Partners shall conduct their
businesses in a manner that reflects the highest standards of honesty, integrity and responsibility
10.2. HappyCo prohibits a Partner from participating in any activity that is unethical. HappyCo has an
unfettered right to terminate the Agreement when unethical behaviour is evident and when such
behaviour violates the Agreement.
10.3. Although not intended to be an inclusive/exclusive list, HappyCo provides the following examples
of activities and conduct that is considered unethical:
10.3.1. Developing, promoting or selling products in a retail outlet;
10.3.2. Directly or indirectly supplying products via another person for the promotion or sale
products in a retail outlet;
10.3.3. Cross-sponsoring or cross-recruiting;
10.3.4. The unauthorised use of another person’s credit card;
10.3.5. Misrepresenting or exaggerating the efficacy of the products;
10.3.6. Making income representations or intentionally misrepresenting the Compensation
other than required by applicable law;
10.3.7. Engaging in any deceptive or unlawful trade practice or other illegal or unlawful
10.3.8. Failing to submit advertisements or proprietary sales material bearing HappyCo’s
approval prior to publication;
10.3.9. The use or misuse of HappyCo’s name, likeness or logo in print or electronic media
advertising without express written consent of HappyCo;
10.3.10. The use or misuse of HappyCo’s logo or trademark in any sponsoring or
recruitment advertising or any financing activity without the express written consent
10.3.11. The misuse of HappyCo’s corporate name;
10.3.12. Any unauthorised duplication of HappyCo literature;
10.3.13. Any violation of the P&P;
10.3.14. Intentionally circumventing the Agreement to perform, effectuate or accomplish
what is prohibited directly;
10.3.15. Making derogatory remarks regarding HappyCo, other Partners, HappyCo’s
Compensation Plan, or HappyCo’s executives, directors, officers, or employees;
10.3.16. Representing or implying that HappyCo’s products or Compensation Plan has been
reviewed, endorsed or approved by any authority; and
10.3.17. In no case shall the name of HappyCo appear in any URL except those owned by
10.4. Partner may not sell, offer, barter or facilitate the sale of products or Partner’s memberships on
websites where an auction is the mode of selling/buying. A Partner may not employ or contract
with others to violate this policy.
11.1. Partner’s rights under the Agreement are conditioned upon and subject to the Partner’s continued
performance in accordance with the terms of the Agreement. Upon failure by a Partner to perform
his/her/its obligations as set forth in the Agreement, the Partner’s rights cease. HappyCo may
excuse a Partner’s non-performance in whole or in part without waiving its rights and remedies
under the Agreement. Furthermore, or in lieu of terminating the Agreement, HappyCo may:
11.1.1. Provide verbal and/or written notification to the Partner of HappyCo’s concerns and
of HappyCo’s intent to discontinue the Partner’s rights under the Agreement if the
Partner’s non-performance continues;
11.1.2. Closely monitor the Partner’s conduct over a specified period of time to ensure
performance of the contractual duties by the Partner;
11.1.3. Require additional assurances by the Partner that performance shall be in
compliance with the Agreement. Further assurances may include requiring the
Partner to take certain actions in an effort to mitigate or correct the Partner’s nonperformance;
11.1.4. Deny privileges that are awarded to Partners from time to time by HappyCo or
cease performing HappyCo’s obligations under the Agreement, including but not
limited to, awards, recognition at corporate events or in corporate literature,
participation in HappyCo- sponsored events, and placement of product orders;
11.1.5. Discontinue or limit payment of Commissions and Bonuses from all or any part of
the Partner’s and Organisation’s sales based on the premise that because of the
Partner’s noncompliance, the Partner is not entitled to Bonuses and Commissions;
11.1.6. Seek injunctive relief or other remedies available by law and in accordance with the
11.2. The following procedure applies when HappyCo investigates an alleged violation of the
11.2.1. HappyCo shall either provide verbal notice or send a written notice of the alleged
breach of the Agreement to the Partner.
11.2.2. In a case when written notice is sent, HappyCo shall give the Partner an opportunity
to present all his/her/its information relating to the incident for review by HappyCo;
HappyCo reserves the right to prohibit activity (e.g. placing orders, sponsoring,
modifying Partner information, receiving Bonuses and Commissions, etc.) by the
Distributorship in question from the time notice is sent to the Partner until a final
HappyCo decision is rendered;
11.2.3. On the basis of any information obtained from collateral sources and from
HappyCo’s investigation of the statements and facts taken together with information
submitted to HappyCo during the response period, HappyCo shall make a final
decision regarding the appropriate remedy, which may include the termination of
the Agreement. HappyCo reserves the right to impose remedies for similar
violations on a case-by-case basis. HappyCo shall promptly notify the Partner of its
decision. Any remedies shall be effective as of the date on which notice of
HappyCo’s decision is dispatched.
12. Termination by Partner
12.1. Partner may terminate his/her/its Agreement at any time, and for any reason, by sending a
notice of intent to terminate to HappyCo. Termination becomes effective as of the date HappyCo
receives written notice of termination. Certain obligations regarding confidentiality of information
and the Partner network survive termination of the Agreement as outlined herein.
12.2. Partner has a right to cancel at any time, regardless of reason. Cancellation must be submitted in
writing to HappyCo at its principal business address or must send an email to
12.3. Partner shall be eligible to re-apply for a distributorship after the six (6) month period has elapsed
begins from the date the notice of termination is sent to HappyCo.
12.4. Partner who has terminated or cancelled the Agreement, hence has resigned from the
in HappyCo Sale System has the right to re-sell to HappyCo all saleable products, information,
instruction materials, samples, presentations kits which are capable of being resold for at least 90
% of the price at which they were purchased within 6 months preceding the date of notifying to
HappyCo the termination or cancellation from the HappyCo Sale System.
13. Pay Period
13.1. Partner agrees that the material benefits obtained from the participation in the HappyCo Sale
are obtained only from the funds resulting from the sale of HappyCo’s products.
13.2. Commission checks/payments are issued once a month. Orders received Monday through Friday
shall be processed for payment within forty-eight (48) hours.
13.3. If a Partner Organisation believes any errors have been made regarding Commissions, Bonuses,
business reports or charges, the organisation must notify HappyCo in writing within thirty (30)
days of the date of the purported error or incident in question.
14. Commissions. Bonuses
Partner is to be gratified by HappyCo depending on the total amount of HappyCo’s products sold by
Partner. The permissible manner of gratifying Partner shall be commissions (herein referred to as
“Commissions”) and bonuses (herein referred to as “Bonuses”).
All Commissions and/or Bonuses are established and calculated by HappyCo pursuant to the
15. Advertising. Promotion. Trade Shows. Online Auctions
15.1. All materials, which are handed to the Partner by HappyCo, contain confidential information.
HappyCo Partner is not entitled to use, copy and disclose this information to other purposes than
cooperation with HappyCo during the term of the agreement as well as after the termination/
dissolving of the agreement.
15.2. HappyCo encourages advertising and promotion as a viable method for Partners to build their
businesses. However, strict guidelines are necessary to maintain an ethical marketing effort.
Therefore, these guidelines are a part of the Agreement between HappyCo and its Partners.
15.3. Corporate approved audio recordings and phone message recordings must identify the Partner
Partner at the BEGINNING of the message.
15.4. HappyCo names, trademarks and logos, employee names, corporate names are proprietary and
not be used in any matter, including the reproduction of literature, or in any advertisement. Any
approved advertisements must indicate that the Partner is an Independent “Distributor” or
“Partner” of HappyCo. HappyCo name and Partner logo and the names and logos of products
can only be used in retail product advertising. Advertisements to attract Partners and business
opportunity advertising must be run “blind”, i.e., without reference to HappyCo or its products.
Use of the HappyCo name or logo alone is strictly prohibited. In no case shall the name of
HappyCo appear in any URL except those owned by HappyCo.
15.5. HappyCo strictly prohibits the use of its corporate name, logo or trademark or any statements
with respect to HappyCo business, products or operations in any financing activity by a Partner.
HappyCo does not approve or condone any such financing activities and any violation of this
policy could lead to the termination of a Partner.
15.6. Websites. Partners may not, without prior written authorisation by HappyCo, use the name
“HappyCo”, trade names, products or other intellectual property of HappyCo (or any variations
thereon) in domain names (URLs) or the titles for any pages within websites (including but not
limited to home pages). However, the name “HappyCo” and product names may be used by
Partners in search engine Meta tags and title tags. In the case of a domain name violating this
Rule, HappyCo shall have the right to require the owner to transfer it to other entity immediately
and at no cost to it. This shall be in addition to this entity’s other rights and remedies.
15.6.1. Partners may not use third parties’ trademarks, trade names, or product names (or
any variations thereon) in domain names (URLs), the titles for any pages within
websites (including, but not limited to home pages), email addresses or Meta tags,
unless they have sought and obtained prior written consent from the owner.
15.6.2. Partners operating websites related to their business may feature only the HappyCo
independent logo and product images on their websites with prior written consent of
15.6.3. Partners may not use any misleading or deceptive tactics in order to improve their
index preference with search engines.
15.6.4. Partners may link their websites to HappyCo’s official home page or any other
website produced or maintained by HappyCo and any other websites maintained by
that same Partner to promote HappyCo’s product line and income opportunity with
prior written consent of HappyCo.
15.6.5. Partners conducting or seeking to conduct business in international markets via
their own or other websites must comply with P&P as wells as the applicable law
and regulations, including, but not limited to, rules, laws and regulations pertaining
to the confidentiality of consumer data, privacy rights, restrictions on telemarketing
and restrictions on marketing over the Internet.
15.6.6. Partner websites that promote HappyCo’s products or income opportunity, or any
relationship with HappyCo, must maintain the confidentiality of consumers and site
users by complying with the privacy laws. Partners must post in a prominent
location a “Privacy Statement” that informs consumers whether or not personal
information is being collected about them and how such information shall be used.
15.6.7. Partners may not sell, trade or use consumer or site user information, except in
connection with HappyCo’s products or HappyCo’s income opportunity. If any
person or entity requests that their information not be used, the Partner must
immediately honour such request.
15.6.8. Partners may not publish, post or distribute any materials on or via the internet,
whether or not in connection with HappyCo that are defamatory, libellous,
disparaging, threatening, offensive, harassing, abusive, obscene or pornographic.
15.6.9. Partners may not interfere or take any action that results in interference with or
disruption of websites maintained by HappyCo or its Partners, nor may they gain or
attempt to gain access to computer systems or networks connected to those sites
or any other sites without prior written permission or authorisation from HappyCo.
15.7. Advertising Approval. Any uses of HappyCo names, trademarks or logos of its products must
be submitted in writing for approval to HappyCo, prior to use in any form, including but not limited
to newspapers, magazines, flyers or any type of printed media, letters and proposals, including
those for or by fund-raising organisations, electronic media, including the internet, audio or video
tapes or CD’s.
15.8. Recorded Messages. All recorded messages that are referenced in any form of advertising that
include HappyCo products, names, trademarks or logos must be submitted in written script form
to HappyCo for approval prior to use at firstname.lastname@example.org.
15.9. General Promotions. Partners can promote their business in any legal and ethical manner they
desire if they do not use any of HappyCo’s names or logos. No reproduction of HappyCo’s
literature or labels is allowed. Reproduction of product labels is a violation of law. Only original
materials as furnished by HappyCo may be used. All HappyCo literature is copyrighted and
cannot be duplicated in any form without express written consent from HappyCo. This restriction
includes, but is not limited to, photocopies, graphic reproductions, translated verbiage, corporate/
product photos and copy taken in part and/or out of context. Partners must not state or imply that
HappyCo approves or endorses any privately produced motivational literature or training
materials used within their own organisation. HappyCo shall provide marketing and other material
at www.myhappyco.com. This material can be used by Partners at any time.
15.10. Public Advertising Media. Public advertising media is prohibited. Any radio or television
(network or cable) broadcast or other electronic media, including the Internet, billboards bus
stops and/or park benches are prohibited, without express written consent from HappyCo.
Advertising or sales over the Internet is allowed, provided that the Partner uses HappyCo
sponsored replicating website. The Partner shall make no attempt to alter or modify the content
of HappyCo’s replicating website to reflect literature, images, photocopies, graphic reproductions,
translated verbiage, corporate/product photos and copy taken in part and/or out of context and
that shall violate the P&P as well as any and all other Agreements associated with the HappyCo
15.11. Interviews with Media. Partners are prohibited from granting interviews with any broadcast
media including, but not limited to, television, radio, newspaper, magazines, trade journals, or
over the internet regarding HappyCo. Such interviews shall only be granted by authorised
employees of HappyCo.
15.12. Partner Audio and Video Recordings or CDs. Only Partners who have received written
authorisation from HappyCo in advance can promote, for distribution, audio and video tapes,
CDs or other recordings that they produce themselves. The recordings must meet the following
15.12.1. They must be approved in writing by HappyCo prior to duplication. A hard copy
script must be submitted for approval.
15.12.2. The cover and/or label must identify the Partner who has recorded it and clearly
indicate that he/she/it is an Independent Partner. A similar statement is necessary
as an introduction at the beginning of the recording.
15.13. Retail Outlets. HappyCo does not permit its products to be sold or displayed in most retail
outlets. However, there are exceptions to this policy. Those retail exceptions are businesses that
operate “by appointment only” (i.e. beauty salons, tanning salons, doctors’ or chiropractors’
offices) and private clubs (i.e., figure salons and health clubs).
15.13.1. The following retail outlets are examples of those retail outlets that definitely cannot
sell HappyCo’s products or display literature: health food stores, mall booths, and
15.13.2. This policy does not prohibit any retail store owner from being a Partner for
15.13.3. The purpose of this policy is to protect both Partners and customers.
15.14. Fair & Trade Shows. Partners can promote HappyCo’s products at fairs and trade shows with
conditions that the products are not shown or displayed with any other products that are sold via
15.15. Partners may not sell, offer, barter or facilitate the sale of products or HappyCo Partner’s
memberships on websites where an auction is the mode of selling/buying (including auction
websites like Ebay or Amazon). A Partner may not employ or contract with others to violate this
15.16. Telemarketing. Partners are individually responsible for understanding and following the
applicable laws and regulations relating to telemarketing practices.
16. Legal relationship between HappyCo and the Partner
16.1. Partner agrees and confirms that he/she/it is a “independent distributor” of HappyCo and the
Agreement does not create a franchise or an employer/employee relationship, any other kind of
cooperation than the distribution agreement, power of attorney (or any other kind of legal
representation), any agent agreement or cooperation (joint venture) agreement, any articles of
association (in particular any contract of the civil partnership) and any consortium agreement.
16.2. Partner shall have no legal right or authority to bind HappyCo to any obligation or to make
representations or warranties on behalf of HappyCo.
16.3. Partner shall be responsible for the filing of all necessary tax returns and paying all applicable
taxes due in relation to the Partner’s business.
16.4. Partner has no authority to take any steps in any country or other political jurisdiction to introduce
or further HappyCo’s business.
16.5. The provision of this Section survives the termination of the Agreement.
17. General provision
17.1. Substantial Law. This Agreement shall be governed by and construed in accordance with Swiss
law. The topical headings used in this Agreement are for convenience only and shall not be
construed as having any substantive significance or as indicating that all of the provisions of P&P
relating to any topics are to be found in any particular Section.
If and for so long as any provision of this P&P shall be deemed to be judged invalid for any
reason whatsoever, such invalidity shall not affect the validity or operation of any other provision
of the Agreement, and any such invalid provision shall be deemed severed from the Agreement
without affecting the validity of the balance of the Agreement.
No other use of the information shall be made.
17.3. Personal data: HappyCo NET SAGL with headquarters in Lugano (Switzerland) is the
Administrator of personal data, which is gathered by the application form. Gathering and
processing personal data is done in order to supply services online, as well as for Partner’s
membership in HappyCo Program and settlements. Personal data is processed in accordance
with legal rules and with the approval of a HappyCo Partner accordingly to the legal rules.
HappyCo Partner gives his personal data to HappyCo voluntarily provided that he would not
register in HappyCo and not get the gratification, such as commission or prize. 1. There is a
possibility to delete personal data provided by HappyCo, especially in case of deleting the
account of HappyCo’s Partner. HappyCo can refuse deleting data if the Partner did not pay all the
recivables to HappyCo or violated the rules, which means that keeping personal data is
necessary to explain the circumstances and determine Partner’s responsibility in that case.
17.4. Force Majeure. HappyCo shall not be responsible for delays or failures in its performance of its
obligations when performance is made impracticable due to circumstance beyond HappyCo’s
reasonable control, such as war, strikes, riots, fire, earthquake and natural disasters, curtailment
of party’s source of supply, or government decrees or orders.
17.5. Arbitration. Any dispute, controversy or claim arising out of or in relation to this P&P, including
the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance
with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on
the date when the Notice of Arbitration is submitted in accordance with these Rules. The seat of
the arbitration shall be in Lugano. The substantive law of Switzerland shall be applicable. The
language to be used in the arbitral proceedings shall be English.