4. Membership

4.1 The Member Agreement is a legal and binding agreement between you as a Member and VineClub™. A Member Application and Agreement form are completed via the website.

(a) By signing on as a Member of VineClub™ the applicant/Member agrees to be bound by the Terms and Conditions referred to on the VineClub™ website, the Policies and Procedures Manual and the Marketing Plan.

4.2 An applicant becomes a Member, if VineClub™ accepts the Member Application and Agreement form.

4.3 VineClub™ reserves the right to accept or reject any Membership Application without having to provide any reason for its acceptance or rejection.

4.4 A Member is an independent contractor who purchases and consumes products from VineClub™. A Member is not an agent, employee, servant, franchisee nor legal representative of VineClub™.

4.5 A Member warrants that:

(a) where an individual - he/she is over eighteen (18) years of age;
(b) where a business entity - it is properly registered in compliance with applicable laws;
(c) where a company - it is duly incorporated or registered in accordance with applicable laws;

4.6 Members may own or part own more than one Membership.

4.7 In order to acquire status as a Member, NO prospective or existing Member is required to:

(a) acquire any specified amount of product;
(b) maintain a specified minimum inventory;
(c) acquire any non-VineClub™ produced product or service;
(d) subscribe to any training sales aids or otherwise purchase or acquire books, tapes or other motivational
or educational material or business aids;
(e) purchase tickets for or attend seminars and/or other meetings;
(f) sponsor a specific number of people as VineClub™ Members.

4.8 A Member can not:

(a) be a school or school support organisation,
(b) be a charitable organisation,
(c) be a religious affiliate group or the like;

4.9 A Membership may change its legal status (for example from a partnership to a company with VineClub™' consent) by notifying VineClub™ in writing signed by all relevant parties. VineClub™ may grant or refuse its consent (conditionally or unconditionally) in its absolute and sole discretion and without giving reasons to the applicant.

4.10 A Member can have only one Sponsor.

4.11 All Members have equal rights to conduct their business in their country of residence, or internationally where applicable, without any territorial exclusivity, unless specified otherwise by VineClub™.

4.12 A Member is responsible for bearing all costs, taxes and expenses incurred in the conduct of the Membership. VineClub™ is not liable in any way for payment of such costs, taxes and expenses.

5. Member Name and Address

5.1 A New Zealand Member must have and can only have one New Zealand Postal Address.

5.2 It is the responsibility of the Member to notify VineClub™ in writing if there is a change of address or contact details for the Member.

5.3 If any Member correspondence is returned to VineClub™ unopened, i.e. marked "no longer at this address", the Member will be removed from VineClub™ mailing list; and until VineClub™ is notified in writing of the correct details, the Member will no longer receive VineClub™' magazines or any other VineClub™ correspondence.

5.4 Any change of Member address notified by the Member to VineClub™ is done via the website.

5.5 Email addresses provided to VineClub™ must be unique. You cannot share your email address with another VineClub™ Member. All changes to email addresses must be made in writing to VineClub™ via email, fax or post.

5.6 It is the Member's responsibility to notify VineClub™ of any name alterations associated with the Membership. Such notification must be in writing and must be signed by all Membership signatories.

5.7 Legal changes to a Member's name must be accompanied by a copy of supporting documentation e.g. Marriage Certificate, certificate of incorporation.

5.8 The Member releases and discharges (and agrees to do so) VineClub™ from all claims, demands, actions and the like that the Member has or may have now or at any time in the future for any loss or damage incurred or paid by the Member arising from VineClub™ processing, directing, sending, paying or corresponding with the Member or any third party in accordance with information relating to the Member and contained in VineClub™' records or accounts.

6. Membership Renewal

6.1 It is the Member's responsibility to renew his/her Membership annually on the anniversary of VineClub™' acceptance of the Member Application and Agreement form.

6.2 If the Renewal Application and Renewal Fee (as determined by VineClub™ from time to time) are not delivered to VineClub™ by the required date, the Membership will not be renewed and will terminate from the required date.

6.3 If the Membership is not renewed the Member and any Associate can apply for a new Membership. The renewal anniversary date will be considered the termination date, provided the Membership has not placed an order with VineClub™ since the Renewal anniversary. If an order has been placed since the Renewal anniversary, the date the last order was placed shall be considered the termination date.

6.4 If the Membership is renewed, it is renewed for the next twelve (12) months on and subject to the Terms and Conditions of Membership and the VineClub™ Policies and Procedures applying at the date of renewal and as amended from time to time thereafter (including, without limitation, Clause 7 of the VineClub™ Policies and Procedures "Inactive Membership") - refer to VineClub™ Member Area website containing the latest Policies and Procedures Manual.

6.5 The Renewal Fee is non-refundable.

6.6 VineClub™ reserves the right to vary the Renewal Fee at any time.

6.7 Renewal of a Membership requires approval by VineClub™ and VineClub™ may accept or reject any Membership Renewal in its absolute discretion, without having to provide any reason for its acceptance or rejection.

7. Inactive Membership

7.1 In order for a Membership to be considered active or renewed, it is a requirement the Member:

(a) places an order under the Membership at least once every six (6) months;
(b) maintains the Membership Renewal.

7.2 If a Member does not place an order at least once every six (6) months, VineClub™ will send written notification giving the opportunity to place an order in the name of the Membership by a specified date.

7.3 If an order is not placed in the name of the Membership by the specified date, the Membership will be deemed inactive, and VineClub™ will terminate the Membership.

8. Sponsoring

8.1 A Member may sponsor (i.e. canvass) third parties as prospective Members.

8.2 Every person identified by the Member as a prospective Member has the initial right to choose their Sponsoring Member as part of the application process.

8.3 A Member is responsible for the support, training and monitoring of a person they sponsor.

8.4 A Member is obliged to fairly and fully explain to a prospective Member prior to applying for Member status the obligations and privileges of a Membership as outlined in the Policies and Procedures Manual, Marketing Plan and Member Application and Agreement form.

8.5 A Member can not:

(a) provide financial assistance to any other Member with a view to maximising any Member's Bonus Entitlements including their own, under the VineClub™ Marketing Plan or any other Bonus Program;
(b) sponsor or be involved in sponsoring fictitious individuals or entities into VineClub™.

9. Changing Sponsors

Changing Sponsors is not permitted, due to the destabilising effect it can have on the Member force and bonus structure. Any move not only affects the Sponsor, but all Upline Memberships.

9.1 A Member choosing to change Sponsor will have to cancel his/her Membership, leaving the entire Downline to their Sponsor and re-join. The Member's status upon re-joining will be that of a new Member.

9.2 Changing Sponsors is deemed to have occurred if a sole proprietor, partner, director, company officer, trustee, beneficiary or object under a trust, a married or de facto spouse, or an Associate of any of the aforementioned otherwise of a Member is sponsored into a Membership and in the opinion of VineClub™ the purpose of such arrangement or understanding is to avoid the 'Changing Sponsors' clause.

9.3 VineClub™ reserves the right to accept or reject in its absolute discretion the application for change of Sponsorship without having to provide any reason for its acceptance or rejection.

10. Pending

11. International Sponsoring

11.1 VineClub™ operates only in New Zealand at this stage, however if the climate for growth to other countries appears, then the company may extend its operations to other countries.

11.2 Becoming an International Member means running an international Membership. VineClub™ recommends Members contact their tax advisor concerning the foreign income they may receive. Foreign markets have different taxation regulations and legal requirements for conducting business.

11.3 All Members are welcome to sponsor internationally once VineClub™ officially operates in the foreign country.

11.4 A Member will be paid bonuses from the relevant VineClub™ entity in the country, and in the currency, where the internationally sponsored Member operates.

11.5 The marketing plan operating in a foreign country will apply to any Membership's activity in that country and bonuses (if any) related to that activity.

11.6 VineClub™' policies and procedures may vary from time to time and from country to country. International sponsors will be subject to the policies and procedures of the international country markets in which they are sponsoring and operating.

11.7 A Member shall not sponsor a prospective Member or operate a Membership in any country in which a VineClub™ entity has not formally declared that it is operating.

12. Suspension

12.1 VineClub™ may suspend a Member Agreement where in the opinion of VineClub™ the Member has breached or may be in breach of the Member Agreement. The suspension will remain in place until the Member's breach or alleged breach is resolved to VineClub™' satisfaction. VineClub™ may investigate the breach or alleged breach and the Member shall provide assistance to and co-operate with VineClub™ (if requested by VineClub™) in relation to the investigation including allowing VineClub™ to inspect records of the Membership.

12.2 If a Member is suspended:
(a) the benefits of Membership (including entitlements [if any] to Commissions and any Bonus Programmes)
will cease from the commencement of the Volume Month in which the Member's breach occurred or is alleged to have occurred (the Effective Date);
(b) the Member must not represent himself/herself as a Member of VineClub™' products, or purchase or place orders for such products and VineClub™ is not obliged to sell or supply such products to the Member including unfilled orders for products lodged by the Member prior to the Effective Date;
(c) the Member is not entitled to the benefits of a Membership including, but not limited to, Commissions and other Bonus Programmes during the period of suspension; and
(d) where Commissions, for the Volume Month in which the breach or alleged breach has occurred, have been paid to the Member by VineClub™, such payments must be refunded to VineClub™ by the Member, pending resolution of the suspension.

12.3 If the breach or the investigation into the alleged breach is waived by VineClub™ or resolved (as the case may be) in the Member's favour, the suspension ceases and entitlements to Commissions and to benefits of the Membership shall be reinstated as from the Effective Date.

13. Termination

13.1 The Member breaches the Member Agreement if:
(a) the Member fails to perform or observe (as the case may be) any term (express or implied) of the Member
Agreement;
(b) the Member's Membership has been and is in suspension and the Member has failed to resolve to VineClub™' satisfaction a breach or alleged breach of the Member Agreement that caused the suspension and in that case the Member shall be deemed to have breached the Member Agreement;
(c) any act or omission by an Associate (as identified or nominated by VineClub™) of the Member in relation to the Membership would if the Associate was the Member constitute a breach of the Member Agreement under paragraph (a) or (b).

13.2 If VineClub™ determines there has been a breach of the Member Agreement by the Member, VineClub™ may terminate the Member Agreement and the Member shall have no entitlement to the benefits of Membership (including Commissions and other Bonus Programmes) on and from a date stipulated by VineClub™ as the termination date.

13.3 A Member Agreement may be terminated at will by VineClub™ or the Member (as the case may be) by notifying the other party in writing of termination; such termination to be effective from a prospective date nominated in the notice.
(a) A notice of termination by VineClub™ may be directed to the Member's address as recorded in VineClub™' records and shall be deemed to be received (whether despatched by post or facsimile) the day immediately following dispatch and if that day is a Saturday, Sunday or public holiday, then the notice shall be deemed to be received on the next succeeding business day in the jurisdiction of address. In the case of personal service, notice shall be received at the time of such personal service.
(b) A notice of cancellation by the Member must be signed by all signatories of the Membership and directed to VineClub™ at its principal place of business in New Zealand.
13.4 A Member Agreement terminates forthwith on the occurrence of any of the following:
(a) a creditor of the Member enforces or there arises in favour of the creditor a right to enforce a security over
the Member or any of its assets given or granted to that creditor;
(b) the Membership (other than a natural person) ceases to exist;
(c) the commencement of winding up or bankruptcy of the Member or a meeting is called of the Member's
creditors in their capacity as creditors (actual or contingent) of the Member;

14. Effect of Termination

On and after termination of a Member Agreement:

14.1 VineClub™ may apply any part of any amount owing (whether payable or not) to the Member by VineClub™, including, but without limitation, Commissions, in or towards satisfaction (full or partial) of any debt or monies owing by the Member to VineClub™; and

14.2 the Member's entitlement (if any) to Commissions ceases; and

14.3 the Member must cease to represent to third parties that the Member is a Member for VineClub™; and

14.4 the Member must continue to observe any obligation of confidentiality owed by the Member to VineClub™. However, the Member is not released from:
(a) any claim or cause of action that VineClub™ has or might have against the Member that accrued prior to or arising from termination; or
(b) any obligation of the Member to VineClub™ that the Member is or was required to perform in connection with or prior to termination whether under this Agreement or otherwise.

15. Dissolution

15.1 In the dissolution of a marriage, de facto relationship, partnership, business, company or trust, the Membership shall be maintained in the name of the Member/s unless VineClub™ receives a written request signed by all signatories or a certified copy of a court order which directs otherwise.

15.2 Once an agreement has been reached by all relevant parties and then approved and processed by VineClub™, the Member who has been removed from the Membership can rejoin as a new Member.

Rejoining under this option means the Member's starting rank will be that of a first time Member, the rank of 'Member', and the current joining fee is payable.

16. Transfer of Membership

16.1 This Section 16 does not apply in circumstances referred to in Section 17, Death and Inheritance.

16.2 'Transfer' is the act of transferring an entire Membership to another party for or without consideration.

16.3 A Membership can only be transferred in accordance with this section and only with the prior written approval of VineClub™. Approval may be refused or granted conditionally or unconditionally by VineClub™ in its absolute discretion.

16.4 Prior to transfer, a Membership must first be offered for transfer by the transferor in the following order:
(a) to the First Level Upline Member, and if declined;
(b) to the Downline personally sponsored by the Member (first level Downline only), and if declined;
(c) to any other party.

16.5 (a) The terms of offer of transfer to all parties must be consistent and no less favourable between offers.
(b) The offer and any response to the offer must be in writing and signed by all relevant parties and a copy delivered promptly to VineClub™.

16.6 Where a Membership is transferred to a first level Upline or Downline Member, the two Memberships will be merged.

16.7 Before the transfer of a Membership can be approved by VineClub™, a completed Application for Sale/Transfer of Membership form and supporting documentation must be submitted to VineClub™ by all relevant parties.

16.8 Where section 16.4(c) applies, if the transferee is not a Member the transferee must also first complete and lodge with VineClub™, a signed Member Application and Agreement form indicating he/she has agreed to the conditions of Membership.

16.9 All legal and revenue implications arising from the transfer of the Membership are the sole responsibility of the transferee and transferor, each of whom releases and discharges VineClub™ from all and any claims, actions and liabilities that each of them has or may have against VineClub™ in relation to the transfer of Membership.

16.10 Notwithstanding transfer of a Membership, the Commissions (if any) of the transferor cease on transfer and the transferee must establish or prove the transferee's entitlement to Commissions (if any) formerly enjoyed by the transferor.

17. Death and Inheritance

17.1 Upon the death of a Member who is a natural person, the entire Member's interest in the Membership will be
dealt with as follows:
(a) where the deceased held a partnership interest in the Membership in accordance with the partnership
agreement (if any) and/or any applicable law (as the case may be) - the Membership shall continue in
the name(s) of the surviving partner(s) (if any) and the new partner(s) (if any) provided the new partner(s)
has/have first sought and obtained VineClub™' approval to be appointed as a partner of the Member;
(b) where paragraph (a) does not apply - in accordance with the deceased's will and in the absence of a will (or a valid provision in the will dealing with the Membership) the applicable laws of intestacy or any applicable court order (as the case may be) provided the beneficiary has first sought and obtained VineClub™ approval to be appointed as a Member.

17.2 This clause is also conditional upon VineClub™ receiving certified copies of the following:
(a) Death Certificate of the deceased Member;
(b) Order of Probate;
(c) any relevant Court Order;
(d) any other relevant legal documentation requested by VineClub™;
(e) where the transferee is not an existing Member the transferor must complete and lodge with VineClub™ a
Member Application and Agreement form for approval by VineClub™.

17.3 VineClub™ will not divide the relevant Member's business or rights. VineClub™ will only recognise one successor, be it an individual, de facto or married couple, or business entity.

18. Monthly Downline Report

18.1 Downline Reports will be available online in the Member Area of the website once we have completed this module.

18.2 A Member must keep secure and confidential the contents of the Monthly Downline Report.

19. Commissions

19.1 Bonus Entitlement:
Subject to performance criteria stipulated from time to time by VineClub™ a Member is entitled to bonuses paid by VineClub™ in relation to products purchased by the Membership and its Downline. However bonuses are conditional upon the Membership achieving a minimum requirement of $180 excl. GST in a Volume Month.

19.2 Volume Month:
(a) All product orders are credited to a Volume Month for bonus purposes;
(b) The Volume Month is equivalent to the calendar month and all orders by a Member must be received by VineClub™ by midnight on the last day of the calendar month.

19.3 Orders received throughout the month will be credited to that calendar month.

19.4 If the Membership has not purchased any product in the Volume Month, there will be no Bonus Entitlement paid to the Membership for that Volume Month.

19.5 Commissions and/or statements will be sent on approximately the 15th day of the calendar month following the Volume Month.

19.6 All Commissions to Memberships are paid by direct bank deposit or by cheque if possible.

19.7 All Commissions paid by cheque are sent to the Member's postal address last notified in writing by the Member to VineClub™ and recorded in VineClub™' records.

19.8 VineClub™ has and reserves the right to deduct any monies owing to VineClub™ by the Membership, from the Membership's Bonus Entitlement.

19.9 Senior Member Leadership Bonus refers to bonuses a Senior Member Membership may receive provided the rank of qualified Senior Member is achieved by the Member for that particular Volume Month. (To be considered a qualified Senior Member for a Volume Month, the Membership must achieve at least $1,000 in commissions' payable).

19.10 If the Membership is GST registered, GST will be added by VineClub™ to the Membership's Bonus Entitlement for the relevant month and VineClub™ will produce a 'Recipient Created Tax Invoice' in relation thereto for VineClub™' taxation purposes.

19.14 VineClub™ reserves the right to change the Marketing Plan at any time. Members will be informed of any changes in advance.
*For more details refer to the current Marketing Plan Brochure or the website.
*For more information on New Zealand taxation requirements, contact the Inland Revenue Office.

20.1 Other Bonus Programmes to be formulated in the future.

21. Maintenance Fee

21.1 A Member who is eligible to receive a Bonus Entitlement for a Volume Month must pay to VineClub™ a Maintenance Fee for that month. The fee may be debited by VineClub™ against the Member's VineClub™ Account.

21.2 If a Member is not entitled to a Bonus Entitlement for a Volume Month, no Maintenance Fee shall be payable for that month.

21.3 VineClub™ reserves the right to amend the Maintenance Fee from time to time.
*Refer to the Maintenance Fee Schedule in the back of this manual for current fees.

22. Ordering, Shipping & Handling

The policies and procedures in this section apply specifically to Members ordering from VineClub™ in New Zealand. While the policies and procedures will generally be similar for Members ordering from VineClub™ in other countries, there may be differences from time to time. Please refer to separate country schedules or, if in doubt, contact the VineClub™ New Zealand office.

22.1 A Member shall order products from VineClub™ at Member Cost.

22.2 Prices of all VineClub™ products and sales aids are subject to change. Notification will be published via VineClub™ correspondence.

22.3 A Member can not place an order for another Membership without that other Membership's prior knowledge and documented consent.

22.4 A valid product order from a Member to VineClub™ requires that:
(a) products, sales aids and their respective Member Cost must be recorded by the Member on the appropriate
order; and
(b) proper and full payment must accompany the order; and
(c) the Member comply with the 'Placing an Order' procedures (see following).

22.5 VineClub™ is not responsible for
(a) incomplete or inaccurate information on orders which result in orders being processed or delivered incorrectly;
or
(b) any associated consequences such as the Membership not qualifying for Commissions.

22.6 An order will only be shipped from VineClub™ to the Member in response to a valid order lodged by the Member to VineClub™. VineClub™ may in its absolute discretion accept or reject an order (with or without conditions) and in whole or in part.

22.7 Purchases of sales aids and other non PV items do not contribute towards monthly Personal or Group Volume (PV and GV) and bonuses are not paid on these purchases.

22.8 Points to consider when submitting an Order or a Member Application & Agreement form:
(a) always ensure the Membership ID, complete name, 'Ship To' address, Volume Month and Sponsor's details
are recorded on all orders;
(b) orders can only be placed online;
(c) VineClub™ does NOT accept telephone orders;
(d) subsequent alterations by a Member to submitted orders will not be accepted by VineClub™;
(e) a request by a Member for cancellation of submitted orders can not be accepted;
(f) an order can only be allocated to the current Volume or calendar Month.

22.9 VineClub™ is not responsible for any delay attributable to postal or delivery services in receipt by a Member of VineClub™ products in relation to an accepted order.

22.10 Points to consider for payment requirements:
(a) payment can be made only by credit card (MasterCard, Visa, American Express and JCB only at this stage);
(b) VineClub™ does not accept cash payments;
(c) payment MUST be received with the Member's order;
(d) online orders can only be processed if accompanied by credit card payment;
(e) if there are insufficient funds VineClub™ will not process the order;

22.11 Shipping & Handling Charges for Product:
(a) the Member shall pay to VineClub™ for product supplied by VineClub™ to the Member, a shipping & handling charge determined from time to time by VineClub™.
*Refer to current order form or online ordering for shipping & handling charges.

22.12 Product Delivery requirements:
(a) all products shall be delivered to the 'Ship To' address nominated on the order lodged with VineClub™;
(b) deliveries cannot and will not be sent to Post Office (PO) Boxes;
(c) out of town addresses will need to have a town delivery address e.g. General Store or business in main town;
(d) VineClub™ does not deliver product outside New Zealand;
(e) if there is no-one to accept the product delivery at the given 'Ship To' address, the courier will not leave the delivery for safety reasons. However if you require the parcel to be left, please complete the 'Authority to Leave' section on the order. Product left as instructed by the Member shall be the Member's responsibility;
(f) processing of an order can take up to one working day from receipt. VineClub™ aims to deliver orders to capital cities within 72 hours from dispatch. (This excludes weekends and public holidays);
(g) allow an extra 1-2 days for deliveries to rural areas and for orders placed during the close-off of a Volume Month and all public holidays;
(h) on receipt of a product delivery order, it is recommended that a Member thoroughly checks invoices for the following:
(i) allocated Membership ID Number;
(ii) allocated Volume Month;
(iii) invoiced products and sales aids;
(iv) total amount invoiced;
(v) invoice messages.

VineClub™ must be notified of any discrepancies as soon as practicable within 15 days of receipt of the product order from VineClub™.

22.13 Back orders/missing items/returns:
(a) an 'Authorisation to Return Code' must be obtained from VineClub™ before any product or sales aid can be returned to VineClub™;
(b) the responsibility for arranging and paying shipping charges to return product or sales aids to VineClub™ rests solely with the Member unless otherwise authorised by VineClub™;
(c) if a product delivery is received containing damaged product, please contact the VineClub™ office.

22.15 International Product
(a) VineClub™ does not ship product to overseas locations.

22.16 Sale of Product to third parties
Under no circumstances can wine products be on-sold, supplied to a third party, displayed or promoted by the Member unless the Member has the appropriate On or Off Licence authorising the sale of liquor from the Member's premises.

23. Product Guarantee and Product Replacement Policy

23.1 Unsatisfactory product cannot be returned to VineClub™ unless the Member has first contacted and obtained from VineClub™ a 'Return Authority' for the product.

For the purposes of this Section 'unsatisfactory' in relation to VineClub™ product excludes:
(a) product where a significant proportion of the product has been consumed and no reason (satisfactory to VineClub™) for its return is given to VineClub™;
(b) product from the VineClub™ product range which is rejected due to taste preference;
(c) product damaged by the Member or any third party.

23.2 Customer Guarantee
VineClub™ provides the following product guarantee for the benefit of the member.

If in the opinion of a member a VineClub™ product is unsatisfactory, it should be returned to VineClub™ by the Member within 15 days of receipt of the product order from VineClub™ together with:
(a) proof of purchase by the member;
(b) Return Authority Code obtained by the Member from VineClub™ in relation to the unsatisfactory product;
(c) completed Product Return form.

23.3 Subject to any applicable law VineClub™ will replace, exchange or refund the full purchase price to the member for the unsatisfactory product.

23.4 VineClub™ will not replace or deliver replacement product to the Member until the unsatisfactory product and a completed Product Return form have been received and approved by VineClub™.

23.5 If upon receipt by the Member of product from VineClub™, the product is ascertained by the Member to be unsatisfactory, the Member may return such product to VineClub™ within 15 days of receipt of the product (together with the Return Authority Code and Product Return form) and VineClub™ will provide to the Member (at VineClub™' election), replacement product or product equal in Personal Volume (PV) value.

23.6 Refund
VineClub™ will not refund to the Member any moneys paid by the Member for unsatisfactory product. However if VineClub™ elects to refund such moneys, and bonuses have been paid by VineClub™ to the Member or to his/her Upline in relation to such product, the refund will be reduced by 50% to take into account bonuses already paid by VineClub™.

23.7 Credit
VineClub™ will not provide a Member with a credit for unsatisfactory product. However if VineClub™ elects to provide such credit it will do so only if there is sufficient Personal Volume (PV) to cover the volume reduction generated from a credit for unsatisfactory product.

24. Media

24.1 No Member shall disclose any information, speak or conduct any interview with the media on behalf of VineClub™ or its products. Media includes, but is not limited to, television, radio, Internet, the press or any magazine or paper.

24.2 If approached by a third party for such a purpose the Member must decline the offer and immediately contact VineClub™ head office at info@vineclub.co.nz or phone 06-350-0002.

25. Advertising

25.1 A Membership is to be promoted and built on 'word of mouth' advertising.

25.2 Advertising within and to schools, clubs and charity organisations or their memberships, including newsletters and the like is prohibited.

25.5 All exhibits of VineClub™ products, materials and business opportunity, including, but not limited to VineClub™' name, logo and associated copyright material is prohibited in public places.
For the only exception to this clause, see 25.6 below.

25.6 Promoting or advertising at trade shows, fairs, markets, shops and the like is not permitted.

25.7 The Member shall ensure his/her first level sponsored Downline is aware of any restrictions placed on advertising approved by VineClub™ pursuant to this clause.

26. Taxation

The Member is solely responsible for the taxation affairs and obligations of the Membership - VineClub™ has no liability whatsoever for or in relation to the taxation affairs or obligations of the Member and the Membership. The following information is for information purposes only and no representation or warranty is made by VineClub™ as to its accuracy or
completeness. The Member is encouraged to seek and obtain independent taxation advice for and in relation to the Membership.

26.1 GST (Goods and Services Tax) is a tax of 12.5% in New Zealand and 10% on most goods and services supplied in Australia. Some general guidelines are:
(a) businesses that are registered or required to be registered for the GST (via the Inland Revenue Dept) are required to charge GST on the supply of their goods and services. VineClub™ is registered for GST.  The supply by VineClub™ of its products attract 12.5% GST, however some products in Australia, are GST free;
(b) when purchasing product/s from VineClub™, the total price payable will include the GST applicable to the product/s purchased. A tax invoice is included with the order delivery which details the amount of GST included in the purchase price;

26.2 It is the Member's responsibility to notify VineClub™ of his/her current business status. This includes notifying VineClub™ of the GST number for New Zealand Members. Members should refer to the New Zealand taxation legislation.

27. Retail and Promotion

27.1 Network Marketing is dependent on personal contact and consultation. A Member is prohibited from supplying VineClub™ products for sale to the public unless the relevant Licence under the Sale of Liquor Act 1989 (and amendments) is held.

28. Pending

29.1 A Member is under no obligation to attend VineClub™' Promotional Meetings or Training Sessions.

29.2 Guests are welcome to attend VineClub™' Promotional Meetings, but Training Sessions are for Members only.

29.3 All presentations, communications and information presented by a Member at VineClub™' Promotional Meetings and Training Sessions shall avoid express or implied discriminatory or offensive references to political, sexual, religious or racial matters.

30. Use of VineClub™ Trademarks/Copyrighted Material

30.1 Sales aids and other promotional materials supplied by VineClub™ to a Member are original, fully authorised and contain information required to operate a successful Membership.

30.2 A Member is prohibited from using any VineClub™ copyright, design, logo, trade name, trademark, product name, and other intellectual property (whether held by VineClub™ as owner or licensee) without VineClub™' prior written consent.

30.3 All VineClub™ materials and sales aids, whether printed, on film, in the media, on the Internet, on audio or any other type of multimedia are copyright and must NOT be reproduced in whole or in part by a Member or any other person except as authorised by VineClub™.

30.4 A Member must not purchase, sell, distribute or promote (or cause same to be done) any product, literature, sales aid or intellectual property, which imply or suggest that such items originated from or are attributable to or authorised by VineClub™ or any member of the VineClub™ Corporate group unless such material was supplied by VineClub™ to the Member for that purpose.

30.5 A Member shall not at any time use the VineClub™ name or any of its trademarks or product names as part of his/her own Membership name, or imply in any other way he/she is an agent or employee of VineClub™.

30.6 The ONLY authorised use of the VineClub™ name by a Member is in identifying himself/herself as an 'Independent' Member of VineClub™. This includes but is not limited to all business cards, stationery and promotional material.

31. Sales Aids

31.1 A Member shall not produce, sell and/or distribute (or cause same to be done) any sales aids that are deceptively similar or substantially identical to literature or material published and distributed by VineClub™, or disguise unrelated material to create the impression that it emanated or is authorised by VineClub™.

31.2 A Member may reproduce any article that appears in the official VineClub™ magazine, provided the article is printed in its entirety and the reprint bears the following notice:
'Reprinted with the permission of VineClub.co.nz Limited.

31.3 A Member shall not explicitly or implicitly require, represent to or coerce a prospective or existing Member that such person must subscribe to any sales aids or otherwise purchase or acquire books, tapes or other motivational or educational material or business aids in order to become a VineClub™ Member.

32. Internet - Rules of Conduct

32.1 A Member may advertise, promote or display VineClub™ products, sales aids, the business opportunity or prospecting for persons to become Members on or via the Internet.

32.2 Members are not permitted to sell or supply VineClub™ products and/or sales aids online or via the Internet.

This next section makes specific reference to the types of websites that may be produced in connection with an existing or prospective Membership and details VineClub™' requirements with regard to the operation of these sites.

32.3 Link to VineClub™' website
(a) A Member must obtain VineClub™' approval (which may be granted or refused conditionally or unconditionally) to link their website and the official VineClub™ website.

32.4 The website and its content must comply with the requirements of the Membership Agreement irrespective of the origin and place of registration or transmission for the website:
(a) any reproduction of VineClub™' material on the website must have express permission from VineClub™ in writing and bear the notation 'Copyright VineClub™ New Zealand'.

32.5 Disclaimer
All sites should bear a notice indicating:
(a) usage is subject to VineClub™ Policies and Procedures;
(b) this website is administered by an Independent VineClub™ Member.
(c) a Member must respect all copyright and registered VineClub™ trade name conditions when operating or making available an email or website address for the Member.

33. Unsolicited Electronic Email Act 2007

33.1 The purpose of the Unsolicited Electronic Email Act 2007 is to regulate the sending of unsolicited commercial electronic messages. These include emails, text and video messages sent to mobile phones, instant messages such as IMS and faxes.

A Member who uses any of the above as part of his/her Membership activities need to familiarise themselves and comply with the Act. The following information summarises the operation of the Unsolicited Electronic Email Act and is intended for information purposes only. VineClub™ makes no representation or warranty as to the accuracy or completeness of the information. The Member is encouraged to obtain independent legal advice about the Unsolicited Electronic Email Act.

33.2 The Act applies to all persons and organisations and prohibits the sending of commercial electronic messages without the consent of the recipient.

33.3 Whether an electronic message is a commercial electronic message will be determined by the purpose for which it is sent. An electronic message offering to supply, advertise or promote goods/services (e.g. promotions, special offers, and product updates) or business opportunities (e.g. the opportunity to become a VineClub™ Member) would be a commercial electronic message.

33.4 Where an electronic message does not contain anything of a commercial nature, but provides a link to a commercial website, this may also constitute a commercial electronic message under the Act. Therefore updates and newsletters may fall within this category depending on their nature and content.

33.5 All commercial electronic messages sent by or on behalf of a Member must:
(a) not be sent to a recipient without their consent;
(b) include accurate and up to date contact details of the sender, to allow the recipient to identify and contact the sender;
(c) include a functional unsubscribe facility allowing the recipient to withdraw its consent. Instructions on how to unsubscribe should be provided in your email message.

33.6 Electronic messages that contain only factual information are exempt but must include accurate contact details of the sender.

33.7 Members should also note that the supply, acquisition and use of address harvesting software, that is software that searches the Internet for electronic addresses, and use of the address lists generated from this software is not permitted under the new provisions.

34. Communication

34.1 A Member should immediately communicate all significant complaints concerning VineClub™ to VineClub™ head office and provide copies of all correspondence and details of all conversations relating thereto.

34.2 When contacting VineClub™ head office, a Member should supply their Membership ID number and any other relevant information.

34.3 Reverse charge or Collect telephone calls are not accepted by VineClub™.

34.4 Any product or customer leads or enquiries directed to VineClub™ will be referred to an active Member ranked at Senior Member or above, in the same geographical area.

34.5 All written correspondence with VineClub™ should include the Membership ID number, a daytime telephone number, email address or fax number.

34.6 All deliveries sent by a Member to VineClub™ must be prepaid by the Member.

34.7 Appointments at the head office are by prior arrangement only.

34.8 An electronic communication purportedly sent by a Member to and received by VineClub™ (as evidenced by registration on VineClub™ Websites) including an email received by VineClub™, will be deemed to have been sent by that Member.

34.9 If, under any applicable law, VineClub™ is required or permitted to give information in writing to a Member, that Member consents to the information being sent by VineClub™ by way of electronic communication.

35. Telephone Listings

35.1 VineClub™ will eventually be listed in all regional White Pages Directories in New Zealand.

35.2 A Member is not permitted to be listed as a Member of VineClub™ in the White Pages, Yellow Pages or any telephone, community, business or industry directory. However a Member may list his/her name or business name with no reference to VineClub™, its products or the VineClub™ business opportunity.

36. Answering Services and Answering Machines

36.1 All Members must ensure they are identified as Independent VineClub™ Members, (whether it be a recording or not) and must not mislead telephone callers to believe they are calling VineClub™' Corporate Office, or give the impression that the Member is an employee of VineClub™.

36.2 The content of the answering machine message must comply with all VineClub™ policies.

37. Insurance

37.1 VineClub™ arranges a Public and Product Liability Policy for all Members. Subject to the policy terms the policy is intended to cover a Member's legal liability for negligence causing bodily injury or property damage to a third party while acting as a VineClub™ Member only. This policy is intended solely to provide insurance cover for Members in relation to claims arising from demonstrating VineClub™ products and services only.

37.2 In the event of any claim or circumstance which may lead to a claim arising under this policy, immediate notification to VineClub™ is required. VineClub™ does not have the right to legally bind its insurers; therefore, under no circumstances should liability for a claim be admitted by a Member, as this would be a breach of Policy Conditions and may prejudice cover under the policy.

37.3 An excess applies to claims under VineClub™' Public and Product Liability Policy.

37.4 Exclusions
There is no cover provided by the policy for any form of treatment or warranties as to efficacy given by a Member to its customers with regard to VineClub™ products. Efficacy can be, but is not limited to, making misleading claims e.g. that a VineClub™ membership will earn a guaranteed income.

37.5 Any insurance claim lodged by a Member through VineClub™ is subject to compliance with the terms and conditions set out in VineClub™' Public and Product Liability Policy.

38. Pending

39. Pending

40. Misrepresentation

40.1 A Member acknowledges the following can constitute misrepresentation by a Member in the course of advising, promoting or displaying VineClub™ products or business opportunity to any person:
(a) ambiguous statements by or on behalf of the Member;
(b) statements (express or implied) of exaggeration by or on behalf of the Member;
(c) falsehoods by or on behalf of the Member;
(d) predictions by or on behalf of the Member;
(e) the Member wrongfully attributing information to third parties.

40.2 A Member must not make any misrepresentation that misleads or deceives or is likely to mislead or deceive a person about any of the following:
(a) VineClub™' products;
(b) VineClub™' Marketing Plan;
(c) VineClub™' Membership benefits;
(d) anything that relates or is relevant to VineClub™ or its products in any way whatsoever.

40.3 For the purpose of this section, misrepresentation also includes, but is not necessarily limited to the following:
(a) re-packaging, re-labelling, selling or attempting to sell VineClub™ products or sales aids under any other name;
(b) exaggerating the tax benefits of being a Member;
(c) portraying or discussing the Marketing Plan without clearly advising that remuneration is not received only by enrolling or sponsoring new Members.

40.4 A Member shall not in relation to VineClub™, a Membership or the Marketing Plan:
(a) claim anyone may achieve success or maintain a particular income level with little or no expenditure of effort or time;
(b) represent the past, present, future, anticipated, likely or possible profits or earnings of a Membership, unless in the same presentation, it is stated the hypothetical or potential earnings do not constitute typical or average earnings, as earnings may vary due to individual efforts, geographical location, timing and other factors.

40.5 A Member shall not issue an invitation to any third party to learn about VineClub™ which describes the event as other than an occasion to learn about a business opportunity including and by way of example a Member shall not use such an invitation that:
(a) gives the impression that it relates to an employment opportunity;
(b) appears to be an invitation to a social event;
(c) promotes the event as a seminar/meeting regarding taxation, finance, investment or the like.

40.6 A Member shall not mislead or deceive or attempt to mislead or deceive a third party into believing that:
(a) a Membership is connected with any other business, other than VineClub™;
(b) the VineClub™ business opportunity is a relationship with a person, company or organisation other than VineClub™;
(c) VineClub™ products are merely a line of products distributed through or as part of another business or network, other than VineClub™.

40.7 A Member shall not deny that a prospecting presentation to a third party is about VineClub™ and, as soon as practical in the presentation, must identify VineClub™ and state the correct relationship between VineClub™ and its Members.

41. Confidentiality

41.1 A Member is permitted to request limited information from VineClub™ for himself/herself or his/her Downline (see Downline Report form). VineClub™ reserves the right to supply or decline any information requested.

41.2 VineClub™ intellectual property includes but is not limited to:
Downline Reports; product information; the Marketing Plan; Company supplied sales aids.

41.3 VineClub™ makes available this information to a Member for the sole purpose of developing and supporting the Member's VineClub™ Downline and such information is to be used discreetly by the Member.

42. Privacy Considerations

42.1 A Member has an obligation to protect the privacy of an individual's personal information that the Member acquires or hears about in the course of a Membership, that is information about an individual i.e. customer or Member where their identity can be ascertained from that information, and agrees to be bound by the Privacy Act 1993 in relation to information obtained by the Member about individuals in the course of the Membership.

42.2 A Member can only lawfully collect personal information about a third party where it is necessary for the Member's Membership and can only be used for the purpose of the Membership.

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Glossary of Terms

Active: A Member who is purchasing product and/or operating his/her VineClub™ Business.
Applicant: An individual or entity who submits a completed Member Application and Agreement form via the website for approval by VineClub™.
Back Order: A product that is 'Out of Stock'. The product is invoiced so the Personal Volume (PV) is credited to the invoice's allocated Volume Month. The product is shipped as soon as it becomes available, at no extra cost to the Member.
Bonus Entitlement: Bonuses payable to a Membership by VineClub™ when a Member qualifies for bonuses in a Volume Month. Please note that wherever the word 'Bonus' is used throughout this manual, the terminology is interchangeable with the word 'Commission'.
Downline: Any Membership that is sponsored personally or in depth under the original Membership is considered to be Downline.
Downline Report: A Company generated report which contains confidential Downline information.
Group Volume (GV): Group Volume (GV) is the total amount of Personal Volume (PV) for:
o the Membership and;
o the Membership's personally sponsored non Senior Members and their Downlines.
GST: An indirect, broad-based consumption tax levied on most goods and services supplied in Australia and New Zealand.
Inactive: A Membership is deemed inactive when:
o an order is not placed under the Membership at least once every six (6) months; and/or
o the Membership is not renewed, or whichever comes first.
Joining Fee: The nominated fee to register a new Membership.
Maintenance Fee: A nominal portion deducted from a Bonus Entitlement to cover office and administration costs and procedures.
Marketing Plan: The VineClub™ hybrid, remuneration and bonus plan paid to Members, based on product purchases. See Marketing Plan.
Member Application and Agreement form: A legal and binding agreement between VineClub™ and its Members that must be agreed to by the person/s who are applying for a Membership.
Member Cost: The price a Member is invoiced by VineClub™ for product.
MLM: Multi Level Marketing (Networking Marketing).
Online Ordering: The shopping cart ordering process available to Members to purchase VineClub™ products via the Internet, using VineClub™' Online Ordering Tool.
Personal Volume (PV): Each VineClub™ product, excluding sales aids, has a point value or Personal Volume (PV). This is the basis from which Commissions are calculated and also helps determine rank advancements according to the Marketing Plan.
Prospect: Potential Member or 'business partner'.
Rank: Level achieved as a VineClub™ business expands i.e. Member, Senior Member and Diamond Member. See Marketing Plan brochure.
Renewal Fee (Annual): The annual fee paid to continue receiving the privileges of a VineClub™ Membership.
Sales Aid: Any Company produced literature, item, audiovisual material or the like used as a sales tool to market, promote or educate about VineClub™ products and business. (No Personal Volume (PV) value is attached to sales aids.)
Sponsor: A Sponsor is someone who has introduced a person to the VineClub™ business and that person has then in turn signed up as a Member under them.
Testimonial: A statement given by a Member extolling the virtues of a VineClub™ membership and/or the VineClub™ business. At VineClub™' discretion, some of these testimonials will be published from time to time.
Training Sessions: Any information or training meeting where information is shared with the express purpose of
supporting one's Membership.
Upline: Any Member above you in line of sponsorship.
VineClub™ eBusiness Meeting: A meeting that provides Members and guests with updated information about the Company, products, training and presentation techniques.

A monthly Maintenance Fee can be deducted from your bonus cheque and we want to let you know why it exists. Everyone knows there is 'no such thing as a free lunch'... it costs money to conduct any sort of business.

We chose not to hide the fee by inflating product prices or reducing bonuses. We would rather have competitively priced products and pay the highest bonuses possible.

VineClub™' Maintenance Fees are based on a 'User Pays' system. Only Members who have personally ordered products to the value of at least $180 excl. GST PV in any volume month, and have members in their downline who have purchased product, are eligible to receive a bonus. No Bonus - No Fee. It couldn't be fairer than that.

Administration Fee Rates
All members will pay a $5 administration fee deducted from bonuses.
If a member earns no bonus or earns a bonus of less than $40, no fee will be paid.
In reality there are very few, if any, businesses which could be run for between $5 per month. The fee is a small price to pay and is tax deductible for genuine business builders. All prices quoted exclude G.S.T.
The only queries we get about the Maintenance Fee are from those people who don't know it exists. Please remember to keep your new Members informed.

ORDERS CANNOT BE COLLECTED PERSONALLY FROM THE WAREHOUSE.

22.13 (b) Freight (by a New Zealand Courier company) cost to Members is $10 (excluding GST) per order.

22.14 (a) All orders will be sent to the "Ship To" address on the Purchase Order.
(b) Deliveries CAN NOT and WILL NOT be sent to Post Office Boxes or Private Bags.

22.15 DAMAGED PRODUCT
If you should receive an item in a delivery, which has been damaged during shipment, notify the VineClub™ Office immediately. Please have the following details ready.
1. Name and Member ID number.
2. Invoice number.
3. Name, size and quantity of damaged items.
4. Ship to address if different to invoice.
Replacement items will be dispatched via courier as soon as possible along with a courier box to return the damaged items to VineClub™. If damaged items are not returned within 14 days the Member may be charged for the replacement items.
Ordering Procedures
For more information contact your Independent VineClub™ Member