These Terms and Conditions define the relations between HAPPY COMPANY NETWORK DISTRIBUTION (HC NET) SAGL, with offices at Riva Albertolli 16901, Lugano Switzerland and Partners who participate in HappyCo Partnership Program.
HappyCo Partnership Program-Terms and Conditions
These Terms and Conditions define the relations between HAPPY COMPANY NETWORK DISTRIBUTION (HC NET) SAGL, with offices at Riva Albertolli 16901, Lugano Switzerland and Partners who participate in HappyCo Partnership Program.
The following terms shall have the following meaning:
1. Distributor. An entity that sells HappyCo goods and services through the HappyCo Shop. A distributor of HappyCo brand’s products in a given country of distribution.
2. HappyCo (The Program Organizer). HAPPY COMPANY NETWORK DISTRIBUTION (HC NET) SAGL, with offices at Riva Albertolli 16901, Lugano (Switzerland).
3. Password. A sequence of letters, numerical digits or other symbols chosen by the Partner during the Registration process in the HappyCo System, which are used in order to secure access to the Partner’s Account.
4. Candidate. A natural person of age having a capacity to perform acts in law, a legal person or an organizational entity not having legal personality that makes an application for participation in HappyCo Program.
5. Client. A natural or legal person, or any organizational entity not having legal personality, which places an order in the HappyCo Shop.
6. Consumer. A Client who is a natural person that acquires HappyCo products or services for any purpose not related to its business and professional activities.
7. HappyCo Partner Account. A panel, which is individual for every HappyCo Partner, activated to himself by HappyCo once the Client has completed the registration process and after conclusion of the partnership agreement.
8. Login. An individual Partner’s credentials specified by him/her that consists of a sequence of letters, numerical digits or other symbols, which is required along with the Password to set up Partner Account in the HappyCo System.
9. HappyCo Partner’s Number (ID). An individual sequence of numerical digits assigned to the Partner.
10. HappyCo Partner (Partner). A natural person having a capacity to perform acts in law, a legal person or an organizational entity not having legal personality that participates in the Program, that has concluded a partnership agreement with HappyCo, that recommends HappyCo products and services, fulfills the aims and meets the requirements of HappyCo Partnership Program and places the orders in the HappyCo Shop.
11. Compensation Plan. A document setting out the rules of paying out the gratuities granted to the Partner and defining the rules of structure of the Program’s Partners.
12. HappyCo Partnership Program (HappyCo Program). A program, in which the HappyCo Partners may recommend HappyCo’s products and services and receive a remuneration or discounts calculated in accordance with the rules set out in the Compensation Plan.
13. Object of the Transaction. Goods or services listed and described on the HappyCo Shop’s website.
14. Terms and Conditions-this document.
15. Online Shop (HappyCo Shop). An Internet service available at the address www.system.myhappyco.com, via which the Partner can place an Order.
16. Dietary Supplement. A foodstuff, the purpose of which is to supplement the normal diet and which is a concentrated source of vitamins, minerals or other substances with a nutritional or physiological effect, alone or in combination, marketed in dose form, namely forms such as capsules, pastilles, tablets, pills and other similar forms, as well as in forms of sachets with powder, ampoules of liquids, drop dispensing bottles, and other similar forms of liquids and powders designed to be taken in measured small unit quantities.
17. Information System (HappyCo System). A group of cooperating IT devices and software providing for processing, storing, as well as sending and receiving data via telecommunication networks by means of a terminal appropriate for the given type of network in order to achieve the aims of Program.
18. Product. A movable property presented in HappyCo Shop to which the contract for sale relates, in particular the HappyCo dietary supplements that can be found in the Distributor’s offer.
19. Partnership Agreement. A legal relationship concluded on the basis of a HappyCo Partner’s declaration of intent, in accordance with the rules indicated in these Terms and Conditions.
20. Contract of Sale. Contract for the sale of products, entered into by and between the Distributor and the Partner via an internet service-HappyCo Shop.
21. HappyCo Trademark. A „HappyCo” trademark in a verbal and graphic form that constitutes a property of Happy.Co.
Participation in the HappyCo Program
1. A Candidate for HappyCo Program’s Partner may be a natural person aged 18 or above having a capacity to perform acts in law, a legal person or an organizational entity not having legal personality, which was recommended for participation in the Program by other Partner or directly by HappyCo.
2. In order to obtain a membership in HappyCo Program, the Candidate should submit an application for admittance to the HappyCo Program in electronic form, using the registration form available at the HappyCo Program’s website: www.system.myhappyco.com.
3. Decision about admission to the HappyCo Program is made by HappyCo.
4. HappyCo reserves the right to reject an application in case where the Candidate provided incorrect, incomplete or false data.
5. HappyCo reserves the right to refuse participation of the Candidate in the HappyCo Program without giving reason. In particular, the right of refusal shall be exercised where the Candidate: 1) was a HappyCo Partner, of which participation in the HappyCo Program has been terminated as a result of an infringement against the rules of these Terms and Conditions, HappyCo Online Shop’s Terms and Conditions, provisions of the Compensation Plan, or any other legal or ethical standards, 2) is already a HappyCo Partner.
6. The Candidate becomes a member of HappyCo Program on the day of a positive decision on his/her admission.
7. The right to use the gratuities referred to in these Terms and Conditions may be exercised exclusively by the present HappyCo Partners.
Conditions of HappyCo Program’s use
1. These Terms and Conditions define the rules of participation in the HappyCo Partnership Program.
2. Membership of the HappyCo Program is voluntary and does not give to the HappyCo Partners guarantees of income, achieving the revenue or broadly defined economic success.
3. The commission and compensation volume arising directly from the HappyCo Partnership Programs is solely dependent on the number and variant of the HappyCo’s products recommended or purchased by the Partner.
4. HappyCo shall not be liable for damages resulting from an infringement of these Terms and Conditions by the Partner. The Partner is solely responsible in so doing.
5. HappyCo shall not be responsible for the Partner’s loss of profit caused by the circumstances lying on the Partner’s side.
6. Partner places his orders in a way regulated in the HappyCo Online Shop Terms and Conditions, together with the full amount of payment by payment card, through a bank account or by use of other form of payment accepted by HappyCo.
7. All orders placed by the Partner shall be accepted by HappyCo.
8. In order to benefit from the HappyCo Partnership Program, the Partner must have an account in the HappyCo System.
9. In order to create HappyCo Partner account in the HappyCo System, the Partner is must complete the registration process.
10. The registration of a Partner is required to place an order in the HappyCo Online Shop.
11. In order to complete Registration, the Partner must fill in the registration form provided by HappyCo on the HappyCo Program’s website (www.system.myhappyco.com) and must send the completed registration form through the electronic path to HappyCo as designated in the proper functioning of the online registration form.
12. During the registration, the HappyCo Partner sets up an individual Password and Login for his or her HappyCo Partner’s Account access.
13. During the completion of the registration form, the Partner has an opportunity of getting acquainted with the HappyCo Partnership Program’s Terms and Conditions, HappyCo Online Shop’s Terms and Conditions, “Policies and Procedures” document, Compenastion Plan, and an opportunity to accept its provisions through checking in an appropriate box on the registration form.
14. During the Registration, the Partner may voluntarily give consent to have his/her personal data processed for marketing purposes and to have a commercial information sent by HappyCo or by Distributors through checking in an appropriate box on the registration form. HappyCo clearly informs the Partner about the purposes for which he wants to use the Partner’s personal data and about its potential known to the Service Provider recipients.
15. A consent given by the Partner for processing his personal data for marketing purposes does not condition an opportunity to conclude an agreement of technically supplied service of managing the HappyCo Partner Account with HappyCo in the HappyCo System. The consent may be withdrawn by the Partner at any time, by submitting an appropriate statement to HappyCo, which may be emailed to the HappyCo’s email address.
16. After submission of a registration form, the Partner shall immediately receive a confirmation of registration by electronic means. At the moment the agreement on providing services by electronic means, managing the HappyCo Partner’s Account, is concluded, whereas the Partner obtains an access to the HappyCo Partner Account and the possibility to make amendments and updates of the data submitted within the registration process.
2) a minimum screen resolution is 1024 pixels.
18. During the use of the HappyCo System, the Partner is obliged to refrain from submitting content that is forbidden by the abiding law, e.g. content that promotes violence, violating personal rights and other rights of a third party.
19. All rights to HappyCo System, including copyrights, intellectual property rights to its name, rights to its Internet domain, rights to the HappyCo System’s website, and rights to patterns, forms, logos that are published on the HappyCo Online Shop’s Website are the property of HAPPY COMPANY NETWORK DISTRIBUTION (HC NET) SAGL with its offices at Lugano, and their use is allowed only in the way regulated and in agreement with these Terms and Conditions, and with the consent of HappyCo.
21. Rules of submitting the orders, payments made by the Partner, delivery, rules of termination, and HappyCo’s liability for defects in the products are regulated by the provisions of HappyCo Online Shop Terms and Conditions. In case of conflict between the provisions of above mentioned documents, these HappyCo Partnership Program Terms and Conditions shall take precedence.
HappyCo Program Partner’s Rights and Obligations
1. HappyCo Partner has the right to recommend and to sell the products and services provided by HappyCo. The right to recommend shall mean also gathering the new Partners to the HappyCo Program. Partner is obliged to present financial possibilities offered by HappyCo in a true, fair and
2. Partner will not disseminate misleading claims about the profits resulting from participation in the Program. Partner will take a responsibility for recruitment, assuring that every natural person which is a potential Candidate will be person aged at 18 or above and has a capacity to perform acts in law.
3. The Partner undertakes to comply any legal requirements, including also the requirements defined in the Policies and Procedures established by HappyCo and in the other documents that have been published, and which will be whenever considered as having contractual effects.
4. The Partner must not use the Program’s network to recommend other products or services than products and services referred to in Sec. 1.
5. If, in accordance with the applicable laws in a country of distribution, HappyCo is required to pay the payable contributions (among others social security contributions, health insurance, advance on personal income tax, or other taxes, to which collection will be required as a payer), the amount of gratuities (commission, reward) will be reduced by the amount of contributions.
6. In the external relations, the Partner is not an employee, agent, franchisee or a commissionaire of HappyCo, as well as is not a HappyCo’s representative due to other reasons unless the parties have expressly agreed otherwise, while expressed it in writing, on pain of nullity.
1) The Partner must not present him or herself as a member, legal representative, agent or employee of HappyCo in any external relations. He/she can only present him or herself as an independent HappyCo Partner.
2) The HappyCo Partner cannot act on behalf of HappyCo, represent it or conclude agreements on its behalf, except for reception and passing to others the orders for HappyCo products, at prices approved by HappyCo.
7. As an independent HappyCo Partner, the Partner is entitled to organize to him or herself an assistance which he/she considers relevant, and which does not violate the regulations established by HappyCo, in particular with these which can be found in the “Policies and Procedures” document.
8. The Partner has the right to use HappyCo Trademark for purposes of sale or promotion of the HappyCo’s services and products.
9. All the rights to the HappyCo Trademark are owned by HappyCo. The right to use the trademark does not constitute a transfer of property rights to it in no way.
10. The use of the HappyCo Trademark is possible solely in a form of materials made available by HappyCo or in a form of other materials, which gained its acceptance. The HappyCo Partner cannot multiply the materials submitted to him/her by HappyCo on his own without a prior written consent of HappyCo.
11. The Partner will not be selling HappyCo products for purposes of their subsequent resale and with use of methods, which were not approved by HappyCo, including: 1) selling via nonapproved websites, 2) selling in any public facility, retail outlets or in service point.
12. The HappyCo Partner will be demonstrating or selling the HappyCo products only with their original designations and in the original packagings. The Partner will not be demonstrating or selling other products or services, including any products made personally by him/her during the events or meetings which are sponsored or organized by Happy.Co.
13. HappyCo Partner will be presenting HappyCo’s products and services in a true, frank and honest way and will behave in a way that reflects the highest standard of integrity and responsibility, that corresponds to the HappyCo’s reputation.
14. The HappyCo Partner is obliged to refrain from any activities, which could affect a good image and harm the interests of HappyCo. This shall apply, in particular, to refraining from unlawful business practices and from making untrue or misleading statements regarding the products and services covered by the HappyCo Program.
15. The Partner may present HappyCo’s products and services solely for promotional and sales purposes, and in order to gain the new Partners to the HappyCo Program.
16. The HappyCo Partner operates exclusively on his/her own name, on his/her own risk and on his/her own account. In no way he will not be treated as a HappyCo’ employee, in particular for the legal or tax purposes.
17. The HappyCo Partner him or herself covers all costs related to his/her own activity under the Program. In particular, it applies to the costs of leading a business and paying for this reason any public contributions required by the law of the country of distribution.
18. The Partner must maintain the right insurance from the relevant risk, including also liability insurance.
19. The rights and obligations of the HappyCo Partner cannot be transferred to another person without the HappyCo’s consent expressed in writing under pain of nullity.
20. In case of recommending and selling the products or services provided by HappyCo to the Clients being a Consumers, the HappyCo Partner must comply with applicable laws relating to concluding the contracts with the consumers away from business premises in the country of distribution. In particular, it is related to the right of withdrawal and HappyCo’s liability for defects in the products.
21. HappyCo neither imposes on the HappyCo Partner conditions regarding the operation in the given geographical regions, nor imposes any restrictions with respect to leading the sale and recruitment on the territory of the country of distribution, subject to the fact that the Partner has no right to lead the sale in the country or to the country, which was not approved by HappyCo.
22. The information and materials submitted to the Partner by HappyCo contain proprietary and confidential information. HappyCo Partner is not entitled, without a prior consent of HappyCo in writing, to use, multiply and disclose the above information for the purposes different than realization of the cooperation with HappyCo during the period of application of a partnership agreement, and after its termination.
Cessation, termination of the Partner’s status
1. It shall be deemed that the partnership agreement is concluded for a period of 6 months.
1) A day of concluding the agreement shall be deemed the day of acceptance of the statement of intent submitted by the Partner by use of an electronic form, which can be found on the Program’s website: www.system.myhappyco.com.
2) When accepted, the HappyCo Partner receives an individual ID number.
3) After the period of 6 months, the agreement transforms into an agreement for unspecified time, which may be terminated by either party with one month’s notice, with effect on the end of the following accounting period.
2. The Partner is entitled to withdraw from the contract within 14 days from the date of its conclusion. The withdrawal is equal to the loss of the Partner’s status. The withdrawal may be done through sending to HappyCo a statement in writing or by email.
3. In case of withdrawal, the HappyCo Partner is entitled to: 1) obtain a return of any amounts paid to the HappyCo in this period, in the same form in which they were made, by contacting the HappyCo in order to agree on the issues regarding the reception of products in resalable condition, provided that they will be returned in the condition they were delivered in, 2) free of charge cancellation of any unprocessed orders submitted to HappCo and reception of the full amount of payments, which he/she made for the orders in connection with this Contract of Sale, which were not passed to the processing, in a form in which the payment has been done.
4. In case of termination of the Contract of Sale in accordance with sec. 1 point 3 or with sec. 6 at the end of the period of notice indicated in sec. 1 point 3 the Partner loses his/her status, and from this moment is not bound by any further contractual obligations with HappyCo. He/she can cancel all the unprocessed orders that he/she has placed, and receive the full amount of payments for the prepaid but not received orders which he/she made, in a form in which the prepayment has been done. The Partner may return on his/her own cost all the original, not used products in a resalable condition bought from the HappyCo’s Distributor within one month from their reception (return address: Reguly Logistic Park, Reguly, 97 Bodycha Street, Piastow 05820, Poland, hall 6, ramp 6), and the HappyCo’s Distributor will make a refund of a full price of these products, including VAT, less the handling fee of 10% (the fee will not be imposed where the Contract of Sales is terminated by HappyCo) and any deductions in respect of reduction of the value of products that were returned to HappyCo in a deteriorated condition or of no commercial value, provided that such products were not bought or acquired in breach of the provisions of these Terms and Conditions or HappyCo Online Shop Terms and Conditions.
5. HappyCo has the right to terminate the Partnership Agreement immediately, in case where: 1) the Partner violated the mandatory legislation in respect of recommending and sale of HappycCo’s services or products in a given country of distribution, 2) the Partner behavior is in conflict with the provisions of these Terms and Conditions and HappyCo Online Shop Terms and Conditions, 3) the Partner’s activity is detrimental to HappyCo or to the Distributor.
6. The Partnership Agreement may be also terminated by mutual agreement between the parties.
7. In case of expiration of the HappyCo Partner’s status, all other HappyCo Partners recommended by this Partner will be assigned to the Partner who had recommended this Partner. I case where the Partner was directly recommended by HappyCo, all other Partners recommended by this Partner will be assigned to the Partner indicated by HappyCo.
1. HAPPY COMPANY NETWORK DISTRIBUTION (HC NET) SAGL, with its office in Lugano (Switzerland), Riva Albertolli 16901, is a controller of personal data collected on a registration form. Collecting and processing of the personal data is carried out in order to fulfill the services provided by the Service Provider by electronic means, to make possible the Partner’s participation in the HappyCo Program, and to make settlements arising from that.
2. The personal data are processed solely on the basis of the governing law or on the basis of the HappyCo Partner’s consent in accordance with the governing law. The HappyCo Partner transmits his personal data to the HappyCo voluntarily, however, having chosen not to provide the data, the registration and setting up the HappyCo Partner account, as well as submitting and realization of the Partner’s order and payment of gratuities (commission, reward), will be prevented.
3. HappyCo ensures a possibility of removing the HappyCo Partner’s personal data, in particular where the HappyCo Partner Account shall be removed. HappyCo may refuse to remove the personal data if the Partner failed to pay the amounts owed to HappyCo or if the Partner violated an applicable laws and the personal data are needed to clarify these circumstances and to establish the Partner’s responsibility to the appropriate extent.
4. HappyCo takes technical and organizational measures to ensure the security of the collected personal data.
5. In order to register the HappyCo Partner Account, it is necessary for the Partner to submit his/her personal data, including first and last name, sex, Social Security Number, a permanent, residential or temporary address with a zip code, country of origin, email address and the telephone number, and ID of the recommending person-ID of a HappyCo Partner.
6. The HappyCo Partner can give consent to have his/her personal data processed for marketing purposes, statistical reasons, or for the market analysis, including among other things making and transferring the information about products and services of the present and future Partners of the HappyCo Partnership Program, and receiving commercial information from HappyCo or from the Distributor.
7. The HappyCo Partner has right to access, correct, supplement and to update his/her personal data.
8. The Partner is obliged to inform HappyCo about any change concerning his/her data, in particular about changes of place of residence, changes of surname, and changes of email address.
9. HappyCo shall not be liable for the consequences resulting from providing mistaken data.
10. In connection with the realization of purposes and matters of sales, HappyCo can use a specialized company and Distributor’s services. With respect to this, the HappyCo Partner’s data can be transferred in the scope which is necessary in order to process the service. HappyCo ensures an adequate protection of the data by the subcontractors and carries a full responsibility for their actions.
11. In case where the HappyCo Partner chooses a payment through the payment system, his/her personal data are transferred which is necessary for the processing of payment to the entity, which processes the payments for HappyCo. A list of the entities that process the online payments and information about them is available on the HappyCo Program’s website.
1. Partner has the right to gratuities (commission, reward) for actions described in §4 section 1, in accordance with the established Compensation Plan.
2. HappyCo calculates and pays out the gratuities in accordance with the Compensation Plan that applies at the moment. HappyCo is authorized to change the principles governing the payment of gratuities, the rules of the motivational program and the requirements that concerns an active sale at any time, after a written or electronic notification in advance provided to the Partner.
3. A condition for obtaining the payout of gratuities is to respect and to comply with the conditions of the Partnership Agreement, these Terms and Conditions, HappyCo Online Shop Terms and Conditions, and with the other documents, with which the Partner was obliged to get acquainted.
4. HappyCo has the right to suspend a payout or to cancel the commission that was paid out no more than 120 days ago if the Partner committed a breach defined in the section 3.
5. During the first 12 (twelve) months of the Partner’s participation in the HappyCo Program, the Partner has no financial obligations others than obligation for payment of the ordered HappyCo’s products and services and of possible registration fee due to the participation in the HappyCo
6. The Partner that participates in the HappyCo Program agrees for the deduction of the required dues that he or his Distributor owns by HappyCo from the amount of commission due to the Partner for the sales realized by him or by his downline or from the other amounts due to the Partner. HappyCo may recover the commission paid to the Partner where he returns the products or has the services cancelled.
7. The Partner of the HappyCo Program gives consent to have commercial invoices sent and shared to him without a signature required by electronic means.
1) The commercial invoices will be presented in PDF format, 2) HappyCo shall not be responsible for the technical means that enable getting acquainted with the commercial invoice, 3) HappyCo reserves the right to issue the commercial invoice in a paper form if it is impossible to send the invoice in electronic form for reasons of technical nature, 4) Upon a written request the Partner has the right to the withdrawal of consent for receiving invoices by electronic means.
Principles of the Good Practices of HappyCo Program
1. HappyCo does not respect leading the unfair business practices, qualified as a fraud, appropriation in a country of distribution, or other practises that make an impact on the HappyCo Program’s image, as well as on HappyCo’s or Distributor’s image.
2. In order to maintain the good standards of leading a business, HappyCo requires from all the HappyCo Program’s participants complying with the provisions of these Terms and Conditions, as well as with legal and ethical standards valid within the country of distribution, to the extent of an adopted form of HappyCo’s products and services distribution.
3. The Partners of the HappyCo Program cannot use misleading, fraudulent or unfair practices of sale and of recruitment to the HappyCo Program.
4. The Partners of the HappyCo Program cannot conceal in a purposeful and false manner the essential facts that are concerned with the HappyCo Program, as well as with the products and services offered along with the participation in the HappyCo Program. Therefore, the Partner is obliged to present him or herself, HappyCo, the Distributor, the products, the services, and the purpose of his activity, without waiting for the HappyCo’s products or services receiver’s, or the potential Candidates to the HappyCo Program’s request.
5. As part of the HappyCo Program, the Partner can only make oral promises concerning the HappyCo Program, HappyCo product or service, to which he was authorized by HappyCo.
6. The information shared by the Partner with the potential HappyCo Program Partners (Candidates) that concerns income opportunities and other benefits, and the rights and obligations that are connected with them, should be real, exact and complete, and should be shared in a honest and fair manner. The Partners should not rely upon any unverifiable circumstances to the Candidates, and should not make promises that cannot be kept.
7. In scope of promoting the HappyCo Program the Partner is obliged to use the following content: “Procuring of anybody by the organizer or participant of the HappyCo commercial program to make a payment, while promising benefits from joining the HappyCo Program by the order persons, is unlawful. Procuring of anybody to participate in the HappyCo Program by assuring the ease of acquiring a high profit is unlawful.”
8. Every Partner must comply with the provisions of this paragraph. In case of infringement of any provision of this paragraph, or other provisions regulated in these Terms and Conditions, the Partner is obliged to take the appropriate actions to satisfy the claims of the sufferer, including notification to HappyCo about the breach.
9. The management, together with the HappyCo Legal Division, monitors the reports of breaches of the good practices and takes all the necessary actions aimed at prevention of the Partners’ actions that are inconsistent with these Terms and Conditions. Any violations may be reported by electronic means to the email addresses listed on the HappyCo Program’s website.
1. HappyCo is liable only in case of a deliberate damage, and within the scope of the factual losses incurred by the Partner.
2. In the event of dispute arising from the Partnership Agreement, the parties shall seek to resolve all the matters amicably. An applicable law for resolution of disputes arising from these Terms and Condition is the law of the HappyCo Partner’s country of origin.
3. HappyCo has right to change the Terms and Conditions, about what the Partner will be informed.
4. If any change in the Terms and Conditions, HappyCo Online Shop Terms and Conditions, Compensation Plan had been implemented during the time from the last login, the HappyCo Partner may accept or not accept its provisions after the changes. In case where the Partner does not accept the documents’ rules, in particular after the changes’ implementation, participation in the HappyCo Program is no longer possible.
5. The cooperation of the parties prior to the effective date of changes in the documents indicated in the point 4 will be continued in accordance with the existing provisions of these documents.
6. In matters not addressed in these Terms and Conditions, provisions of the HappyCo Online Shop Terms and Conditions and “Policies and Procedures” are applicable, and the governing laws that are applicable in a country of distribution of the products, in particular the regulations on the consumer law. Date of publication: 6th of August 2015