For the purposes of these criteria, references to:
(a) the “Products” means the Laura Mercier, Bare Minerals or BUXOM products (as applicable);
(b) the “Brand” means the corresponding Laura Mercier, Bare Minerals or BUXOM brand (as applicable); and
(c) the “Reseller” means a person or entity owning or operating a prestigious, high-quality e-commerce point of sale conforming with these criteria and approved in writing by Orveon from time to time for the sale of the applicable Products.
CRITERIA FOR ONLINE RETAIL STORES
1. E-commerce Store Reputation
1.1 Reseller must have and maintain a strong reputation and track record for online sales from a direct-to-consumer e-commerce store selling luxury cosmetic products comparable to the Products (including a significant number of the competitive brands listed in Paragraph 7 below). This means that Reseller must be recognised by target customers: (i) as a reputable, credible and attractive online destination for luxury cosmetic products, and (ii) for delivering the highest level of consumer experience, brand education and customer service as can be expected from a luxury cosmetics e-commerce store.
1.2 Reseller must have irreproachable professional conduct and history of such conduct and must undertake sales in a customer-friendly, trustworthy, punctual, accurate and generally high-quality manner that preserves the strong reputation and luxury image of the Products and ORVEON brands.
1.3 Reseller’s website(s) must be targeted at sophisticated customers knowledgeable about the Products or equivalent luxury brands and seeking luxury brands with limited distribution.
2. Online Retail Environment; Concept; Product Presentation
2.1 Reseller’s website(s) must offer an attractive, luxurious and user-friendly online retail environment that conveys a high-quality expert service, in keeping with the prestigious reputation and luxury aesthetic of the Products.
2.2 Reseller must display the Products in an area of the website(s) dedicated solely to the relevant ORVEON brand to: (i) provide a coherent and representative image of the brand and concept, (ii) allow a sufficient assortment of the Products to be displayed so that the brand may be identified by customers as part of a single, coherent conceptual brand, and (iii) enable effective brand and Product discovery.
2.3 The relevant ORVEON brand page area and pages must be no less attractive or prominent than the areas / pages given to competing brands. Reseller must not give less priority on its website(s) to the Products than to products of competing brands, and more generally shall refrain from any discrimination of the Products compared to products of competing brands.
2.4 The layout and design of the relevant ORVEON brand area and each Product display page must follow any ORVEON brand guidelines or specifications as notified to Reseller by ORVEON from time to time.
2.5 Each Product display page must include all Product details, information and images specified by ORVEON.
2.6 Reseller’s website(s) shall sell a representative assortment of products in the same category as the Products of equal luxury standing and market positioning.
2.7 Reseller’s website(s) shall contain suitable product filters to enable customers to search for the Products by, for example, brand, product type, colours, finish, coverage type and application, and any other such criteria as ORVEON may specify from time to time.
3. Brand Promotion
3.1 Reseller must use its best efforts to maximise growth and build brand awareness of the ORVEON brands and Products, including but not limited to:
(a) supporting the successful launch and promotion of new Products;
(b) advertising the Products as luxury products and using high-quality and luxurious displays, imagery, and suitable depictions for this purpose in accordance with ORVEON’s brand guidelines and instructions from time to time;
(c) taking active steps to optimise and improve the visibility and ranking of the Products, Product listings and the ORVEON brands online, including but not limited to effective use of SEO, SEM and similar to drive traffic and higher purchase frequency; and
(d) having an active social media presence, with a store-branded account/profile/page on at least one recognised social media channel such as, but not limited to, Facebook, Instagram, Twitter or YouTube (“Social Media Pages”). Any content on the Reseller’s Social Media Page(s) that relates to the Products shall be original, accurate, consistent with any ORVEON brand guidelines and of a luxury quality (e.g. using only high-resolution images or videos). Reseller shall use adequate tags, links or titles to advertise and promote the Products. Any Social Media Page content uploaded by Reseller shall be compliant with the terms and conditions of the Social Media Page being used.
3.2 To the extent ORVEON sets any maximum resale prices or minimum discounts during any promotional period, Reseller shall not sell the Products for higher than the maximum resale price specified or apply a discount of less than the minimum discount specified.
4. Quality Website Features; Ordering Process
4.1 Reseller’s website(s) must be of a commensurately luxury standard showing high-quality graphic design, usability, and navigation features.
4.2 Reseller must ensure that brand searches for the Products only yield results for the Products, and do not contain results for competitors’ products.
4.3 Reseller’s website(s) must be a secure site for customer transactions and Reseller must keep all customer data safe and process customer data in accordance with applicable laws. Encrypted security software and secure bank transactions must be enabled at all times.
4.4 Reseller’s website(s) must contain a clear and conspicuous link to Reseller’s terms and conditions of sale, including but not limited to payment terms, delivery terms, and policies and procedures for customer returns, refunds and exchanges. Reseller’s terms and conditions must be displayed or linked during at least one stage of the ordering process (or during more stages of the ordering process if required by local law).
4.5 Reseller’s website must have a mechanism in place for confirming to the customer each order placed through its website(s) and when each order has been shipped to the delivery address. Reseller must further provide the capability for customers to track the shipment.
5. Sales Operations; Product Handling
5.1 Reseller must carry a representative assortment of the Products, including holding sufficient stock of different colours in the applicable product type, to ensure it is able to supply the correct Products to customers and able to satisfy customer demand.
5.2 Products must be stored in satisfactory storage conditions, notably away from light, dust and in a dry location at a suitable temperature. Reseller shall provide evidence of its warehousing and logistics arrangements upon request.
5.3 Reseller must sell the Products in their original packaging and never modify original ORVEON Product packaging or the Products themselves in any way before resale unless required for compliance with applicable laws.
5.4 Reseller must only display Products which are currently in stock and shall not display any Products which are not in its then inventory, unless new stock is confirmed to become available within 14 days, in which case the Reseller shall clearly state this (e.g. “Currently out of stock – Expected soon”).
6. Compliance and Conduct
6.1 Reseller must not partner with any third party that uses adware, spyware or other software which generates non-user-initiated activity (e.g., forced clicks or redirects).
6.2 To avoid potentially misleading consumers or damaging the reputation of the ORVEON brands, Reseller must not use superlatives to describe the quantity of its Product inventory, pricing or shopping experience in any advertisement or any other marketing used, paid for or associated with Reseller’s business. Examples of prohibited phrases include, but are not limited to, the “largest available offering of [Brand] Products”, “best [Brand] store” and “lowest [Brand] prices”.
6.3 Reseller shall be responsible for and must comply with all applicable local and European Union regulations, statutes and rules, including but not limited to (as applicable) relating to importation, data protection and privacy (including but not limited to GDPR and other mandatory legislation), the sale of goods, taking orders or conducting business over or through the Internet, marketing, consumer protection, intellectual property, product regulation and compliance, and local VAT and tax registrations, filings and payments applicable in country/ies of sale and delivery (and be able to produce evidence of the same).
6.4 Reseller must preserve and enhance the reputation and goodwill of ORVEON brands and the Products, and must not engage in any illegal, unethical, or unfair sales practices, or make incorrect, misleading, deceptive or denigrating statements about ORVEON brands or the Products. Prohibited practices include, but are not limited to, “bait and switch” tactics (advertising one product and substituting it for another) and providing misleading or deceptive information regarding the Products’ properties, origin, availability, warranty terms or pricing (including advertising artificial “discounts” or “savings” by reference to false or misleading reference prices).
6.5 Reseller acknowledges ORVEON’s right to audit the Reseller’s compliance with Reseller’s obligations as an Reseller, including with these criteria. Accordingly, the Reseller agrees to maintain complete and accurate books and records (including invoices) relating to all its dealings with the marketing and sale of the Products and keep such books and records for at least seven (7) years (or longer if required by applicable law). Reseller agrees to provide such books and records as ORVEON may reasonably request from time to time to verify compliance with Reseller’s obligations as an Reseller, including with these criteria.
7. Competing Brands to be Sold Online by Resellers
If with Laura Mercier Cosmetics: Charlotte Tilbury, Estee Lauder, MAC, NARS, Clinique, Huda Beauty, Dior, Hourglass, Fenty Beauty, Yves Saint Laurent, Chanel, Lancome, Bobbi Brown, Merit, Westman Atelier
If with BUXOM: Too Faced, Benefit Cosmetics, Summer Fridays, Fenty Beauty, Huda Beauty
If with bareMinerals: Charlotte Tilbury, Estee Lauder, Clinique, Huda Beauty, Dior, Hourglass, Fenty Beauty, Yves Saint Laurent, Chanel, Lancome, Bobbi Brown, Clarins, Elemis, Benefits Cosmetics, Erborean
8. Customer Service
8.1 Reseller must provide at all times a demonstrably high level of customer service and experience, evidenced by reference to objective metrics (e.g. KPIs, customer reviews, etc.).
8.2 Reseller must operate a landline telephone customer service line or a live chat with customer service, the details of which must be prominently and clearly displayed on the Reseller’s website(s).
8.3 The customer service line must at all times during opening hours be available to customers and be staffed by a sufficient number of skilled personnel that are (or AI chat bot that is) trained and experienced in selling luxury branded cosmetic products and have appropriate knowledge of the Products to:
(a) promote them effectively and make helpful recommendations;
(b) answer customer questions about the Products accurately; and
(c) handle pre- and after-sales queries and matters in a professional and high-quality manner in keeping with the status and luxurious image of the Products at all times.
8.4 The customer service line shall be operational during standard industry business days and hours in, and provide customer services in the local language(s) of, the territory/ies where the Reseller actively markets or promotes the Products (including but not limited to marketing and promotion of a website with a targeted country domain extension, the purchase of targeted ad words, or other active marketing efforts). Outside of standard industry operating hours, a customer must be able to leave either a voicemail or send an email requesting customer support. These requests must be answered as soon as possible, but under no circumstances later than the next business day, with a maximum response time of 24 hours
8.5 Reseller must offer a reliable and user-friendly return policy in line with industry standard.
8.6 Reseller shall ensure its staff members undertake such training on the Products as ORVEON may specify from time to time.
8.7 Service provided to customers must never denigrate the image or luxurious quality of the Products or other similarly prestigious products sold by the Reseller.
9. Financial Resources; Credit Record
Reseller must have good credit references and credit history and be able to provide evidence of sufficient financial resources to undertake the purchase, promotion, stocking and sale of the Products from the website(s) in a high quality and professional manner at all times. Reseller must have a strong record of paying all of its invoices and charges in a timely manner supported by appropriate documentation.
10. Merchandising and Sales
10.1 All Products must be sold in pristine condition in their original packaging and in age order, oldest stock first. Reseller’s website(s) shall not sell any soiled, faded or out of date Products.
10.2 No advertising materials, packaging or other items bearing the Trademarks or Trade Names shall be used or displayed in connection with the sale of any products other than the Products. Reseller must only use materials bearing the Trademarks or Trade Names expressly specified or approved by ORVEON in writing.
11. Sales Methods
Reseller must take practical steps to avoid Products being sold outside of ORVEON’s selective distribution network including ensuring that, to the extent any SKU is sold to a single customer in quantities exceeding six (6) units, Reseller verifies that they are for personal use or – if for resale – the customer is another Reseller of the Products.
12. Samples
Reseller shall use official testers and samples provided by ORVEON or ORVEON’s authorised distributor (as applicable) to acquaint customers with the range of the Products available for purchase where applicable.
13. Trade Mark Compliance; No Unfair Competition
13.1 Reseller must accurately display, describe and promote the Products using only intellectual property of ORVEON which the Reseller has been authorised to use in writing by ORVEON (including but not limited to the Trade Names and the Trademarks, product images, graphics, text, and/or other visual or audio materials) and at all times in accordance with any ORVEON brand guidelines or specifications as provided by ORVEON from time to time.
13.2 Reseller must not do anything which may infringe upon ORVEON’s intellectual property rights or cause detriment to the strong reputation of the Trademarks, the Trade Names or the Products, including but not limited to:
(a) displaying or selling any products whose trademark or presentation might create confusion with the Products, the Trade Names or the Trademarks;
(b) reproducing, copying, causing, or allowing to be reproduced or copied the Products, the Trademarks, the Trade Names or any design or mark confusingly similar thereto, or using the same as part of the Reseller’s business or e-commerce store name or as part of any domain name, web address or Uniform Resource Locator;
(c) using ORVEON’s intellectual property other than as permitted under ORVEON’s brand guidelines;
(d) advertising, promoting or selling the Products in a manner that is not consistent with, and/or that could result in detriment to, the strong reputation and luxury image of the Trademarks, Trade Names and/or the Products;
(e) failing to comply with any guidelines or instructions provided by ORVEON relating to bidding for search terms and key words as issued from time to time; or
(f) suggesting or implying that the Reseller’s store/website(s) (as applicable) are ORVEON’s own store/website(s).
14. Provision of Sales and Stock Information
Reseller must comply with the reporting requirements set by ORVEON and communicated by ORVEON or ORVEON’s authorise distributor (as applicable) to Reseller from time to time. At a minimum, weekly reports by door and by SKU (sales) and quarterly reports by door and SKU (stock on hand) be required to be provided.
15. Online Marketplace Sales
Reseller shall not display any Products for consumer sale within any website or web page hosted by other companies, including any third-party platforms (e.g. Amazon, eBay, TikTok Shop, Debenhams marketplace), without ORVEON’s prior written consent.
