DEFINTIONS
- “Agreement” shall mean the terms, conditions and obligations
as stipulated herein and any other written addendum to this
Agreement, if entered between the parties.
- “Intellectual Property” includes existing, proposed and future
Intellectual Property in the nature of unregistered or registered
rights to any and all patents, copyrights, trademarks, trade secrets, trade-specifications, trade-knowledge, technical or
industrial know-how and other confidential and/or proprietary
information and inclusive of all intellectual property that is the
subject of ownership by the Company and/or its subsidiaries,
venture partners and predecessors in interest, business and/or
title, and/or other business arrangements, inclusive of but not
limited to any oral arrangement which the Company may have entered into with the Party or other party.
- .Prospective Customers shall mean any persons (whether
artificial or natural) which are the buyers of the products sold
the Company either directly or by Collaborative Entit
- Products shall mean items manufactured and/or marketed
and/or advertised by the Company for the purpose of sale
and/or commercial exploitation and shall include all future
items as may be manufactured and/or marketed and/or
advertised by the Company for purposes of sale and/or
commercial exploitation.`
APPOINTMENT
- Subject to the terms and conditions of this Agreement, the
Company hereby grants the Collaborative Entity the right to sell
the products of the Company on terms and conditions as
mentioned hereinbelow. The Collaborative Entity hereby binds
himself to the rules and regulations of the Company as made
from time to time for the conduct of its business without any
requests from modifications thereto. At all times, Collaborative
Entity must strictly adhere to this Agreement which shall be
signed and/or accepted between the Company and the
Collaborative Entity. Company may from time to time amend
the this Agreement with retrospective effect without prior
knowledge or consent of the Collaborative Entity
OBLIGATIONS OF THE COLLABORATIVE ENTITY
- For the purposes of the business of the Company, the
Collaborative Entity shall clearly while dealing with
prospective costumers clearly identify himself & disclose the
identity of the Company including address of the place of
business of the Company, nature of products manufactured
and/or sold by the Company, and also clearly communicate
and/ or disclose to the prospective customers its associated risks
and benefits of the products of the Company.
- The Collaborative Entity shall provide accurate and complete
information with respect to demonstration of the product of the
Company, its prices, terms of payment, return, exchange,
refund policy to the prospective customers & shall not in any
way hide any material information about the products of the
Company.
- The Collaborative Entity shall provide his identity card issued
by the Company to the prospective customer prior to carrying
out any sale for and on behalf of the Company and shall also
show/display “Brochure” of the Company which would contain
brief description of the Company & description of the products
of the Company as and when demanded by the prospective
customer.
- The Collaborative Entity shall prior to the conclusion of sale
with the prospective customer disclose the total consideration
amount which would be paid to the company, in case, the
prospective customers agrees to buy the products of the
Company. The Collaborative Entity shall also disclose country
of origin of the products of the Company & shall provide right
to inspection, if the prospective customer so desires, of the
products of the company at a mutually agreeable place and time
as may be decided between the prospective customer and the
Collaborative Entity.
- The Collaborative Entity shall have a limited right to persuade
the prospective customers to buy the products of the Company
and shall in no means whatsoever use any coercive and/or
unfair trade practices which would directly and/or indirectly
affect the business of the company while dealing with the
prospective customers. Any contravention of this clause shall
be the sole responsibility of the Collaborative Entity and the
Company shall not be in any way responsible for the same
- It shall be the duty of the Collaborative Entity to protect all
personal sensitive information provided by the prospective
customer and shall take reasonable care and precaution that the
information as provided shall not be disclosed to any third party
excluding the Company which may be adversarial to the
interests of the prospective customers. Any contravention of the
Collaborative in respect of the present clause shall be the sole
responsibility of the Collaborative Entity and the Company
shall not be in any way responsible for the same.
- The Collaborative Entity shall not
- Visit the prospective customers premises without the
identity card and brochure as provided by the Company and
also shall not visit the premises of the prospective customers
without prior appointment convenient to the prospective
customers.
- Shall not provide any prospect/brochure and/or any fake
description of the products which are not been approved by
the Company
- n pursuance of a sale, make any claims that are not
consistent with the statements/product information of the
products authorized by the company.
- In pursuance of a sale, shall not mislead the prospective
customers in purchasing the products of the company by
providing any information which are inconsistent to the
claims of utility of the products manufactured by the company.
- Shall not receive and/or demand any sale consideration or
any part of it pursuant to the sale of the products of the
Company in cash and/or in kind in his personal and/or
affiliates bank account. It shall be non-revocable obligation
of the Collaborative Entity to provide the bank details of the
Company for the transfer of sale consideration of the
products of the Company.
- Shall not demand any token money/earnest money from the
prospective customers for the products ordered.
- Shall not sell the product above the Maximum Retail Price
(MRP) and/or below the selling price as specified by the
company in respect of products of the company from time to
time.
- Shall not in any way put to sale the products of the
Company through any E-commerce medium and/or
platform.
- Shall not disparage and/or defame the Company in any
manner in front of the prospective customers.
- It has been communicated to the Collaborative Entity that the
Company does not provide any warranty and/or guarantee
and/or refund and/or replacement and/or return of whatsoever
nature of its products. In pursuance of the same, the
Collaborative Entity shall compulsorily make known to the
prospective customers of the said policy of the company with
reference to warranty and/or guarantee and/or refund and/or
replacement and/or return while dealing with the prospective
customers. Any adversarial claims made by the Collaborative
Entity while dealing with prospective customers with respect to
the above referred policies shall be the sole responsibility of the
Collaborative Entity and the Company shall not in any way be
held responsible for the same and/or be required to fulfill the
same.
- It shall be necessarily communicated to the prospective
customers that the Company does not provide any insurance,
installment or credit payment scheme for the products sold by
the Company. Any such representation made by the
Collaborative Entity shall be void and the Company shall not be
in any way liable to be obliged by the same.
- It shall be necessarily communicated to the prospective
customers that they shall be solely responsible for the products
bought after inspection of the products of the Company.
Notwithstanding, in case, the goods tend to be defective,
prospective customers would always have the option to not
accept the products in its defective condition of which loss shall
be borne by the Collaborative Entity if the goods were not
defective during the inspection of the Collaborative Entity
during pick up from authorized centers of the Company.
- . It shall be necessarily communicated to the prospective
customers that though the products as offered by the Company
helps for providing health benefits, which may not be tangible
and/or apportioned and/or visibly seen, the prospective
customer shall not in any way alter and/or modify and/or
change any medicines/prescriptions/medical treatments as
recommended to the prospective customers by the concerned
doctor as may be hired by the prospective customer. Any
deviations from the responsibility as specified in this clause
shall be the sole responsibility of the Collaborative Entity and
the Company shall not in any way be responsible for the same.
- . It shall be communicated to the prospective customers by the
Collaborative Entity that any claims made with respect to
delivery of the goods shall always be subjected to availability
of stock of the products ordered by the prospective customers
with the Company.
- The Collaborative entity shall after the confirmation of order by
the prospective customers shall be required to do the following-
- Immediately contact the company & enquire about the
availability of the stock of the product ordered by the
prospective customers. In case of non-availability, the same
shall immediately be informed to the prospective customer
without any delay or demur.
- In case of availability, procure the product from the pickup
centers authorized by the Company. During such
procurement from authorized pick-up centers, the
Collaborative Entity shall necessarily carry out thorough
inspection of the products for any defects of whatsoever
nature. It shall be only upon satisfaction of such inspection;
the Collaborative Entity shall accept the delivery of product
from authorized pick-up centers of the company.
- After such procurement upon satisfaction by the
Collaborative Entity, he shall deliver the product to the
prospective customers through any mode as may be
desirable to the Collaborative Entity. Notwithstanding
anything, the Company shall not be in any way be
responsible for any damage of whatsoever nature to the
products during the transit from the authorized pickup
centers of the Company. If any damage is caused to the
products as ordered by the prospective customers during
transit, the Collaborative Entity shall be solely responsible
for the same & the company shall not in any way be asked to
replace/repair/refurbish the products of the company. Any
loss caused during transit shall be borne by the Collaborative
Entity.
- Upon delivery to the prospective customer, the
Collaborative Entity shall necessarily ask the prospective
customer and/or its agents as may be specifically assigned
by the prospective customer to inspect the product delivered
for any defects of whatsoever nature. The Collaborative
Entity shall further communicate to the prospective
customer, that after necessary inspection, the prospective
customer shall only purchase the product after due
satisfaction and if the said products as ordered are accepted,
the prospective customer shall be liable to waive off any
right of warranty and/or guarantee and/or refund and/or
replacement and/or return from the Company.
- Upon acceptance of product, the Collaborative Entity shall
provide the Bank details of the Company for immediate
IMPS/NEFT and/or any other mode of instant transfer for
the payment of consideration towards the products sold by
the Collaborative Entity. It shall be responsibility of the
Collaborative Entity to ensure that the consideration of the
products sold is received by the Company and only upon
such receipt by the Company, the Collaborative Entity shall
handover the possession and/or ownership of the products to
the prospective custome.
OBLIGATIONS OF THE COMPANY
- The Company shall provide upon execution of this Agreement
an identity card to the Collaborative Entity which shall
necessarily contain the name, address of the Collaborative
Entity, Identity of the Company including address of the place
of business of the Company. The Company shall also provide a
Brochure of the business of the Company to the Collaborative
Entity for the purposes of conducting business of the Company.
- The Company shall provide accurate and complete information
with respect to demonstration of the products of the Company,
its prices, terms of payment, return, exchange, refund policy to
the Collaborative Entity which can then be communicated to
prospective customers
- It shall be immediately upon execution of the Agreement
communicated to the Collaborative Entity that the Company
does not provide any warranty and/or guarantee and/or refund
and/or replacement and/or return of whatsoever nature of its
products. In pursuance of the same, it shall be duty of the
Collaborative Entity to compulsorily make known to the
prospective customers of the said policy of the company with
reference to warranty and/or guarantee and/or refund and/or
replacement and/or return while dealing with the prospective
customers.
- It shall be immediately upon execution of the Agreement
communicated to the Collaborative Entity that the Company
does not provide any insurance, installment or credit payment
scheme for the products sold by the Company. It shall be
necessarily instructed by the Company to the Collaborative
Entity to not make any claims with reference to above.
- It shall be immediately upon execution of the Agreement be the
duty of the Company to guide and inform its Collaborative
Entity that the products as offered by the Company helps for
providing health benefits, which may not be tangible and/or
apportioned and/or visibly seen. It shall also be communicated
to the Collaborative Entity that the prospective customers shall
not be in any way be instructed and/or advised by the
Collaborative Entity to alter and/or modify and/or change any
medicines/prescriptions/medical treatments as recommended to
the prospective customers by the concerned doctor as may be
hired by the prospective customer.
- It shall be communicated to the Collaborative Entity by the
Company that any claims made with respect to delivery of the
goods shall always be subjected to availability of stock of the
products ordered by the prospective customers with the
Company.
PAYMENT TO THE COLLABORATIVE ENTITY
- The company shall pay to the collaborative entity a bonus
on the basis of the of its sales performance as made by the
collaborative entity after every 12 hours
- Bonus paid to the collaborative entity depends on the
company policy and upon the type products sold and also
depends on the price on which the said product has been
sold by such collaborative entity.
- The company may change its policy for payment of the
bonus without prior notice to the collaborative entity and
that the collaborative entity hereby agrees to accept the
same.
INTELLECTUAL PROPERTY
- The Company shall be the sole owner of all the Confidential
Information & Intellectual Property and all patents, patent
rights, copyrights, trade secret rights, trade mark rights and
other rights anywhere in the world in this connection. The
Collaborative Entity hereby agrees to hold in confidence and
not to directly or indirectly use or disclose, either during or
after termination this Agreement with the Company, any
Confidential Information he/she obtains or creates during the
period of collaboration, whether or not during working hours,
except to the extent authorized by the Company or until such
Confidential Information becomes generally known. The
Collaborative Entity hereby agrees not to make copies of such
Confidential Information except as authorized by the Company,
and hereby assigns to the Company any and all rights, title and
interest he/she may have or acquire in such Confidential
Information. Upon termination of this Agreement or upon an
earlier request of the Company, the Collaborative Entity will
return or deliver to the Company all tangible forms of such
Confidential Information in his/her possession or control,
including but not limited to drawings, specifications,
documents, records, devices, models or any other material and
copies or reproductions thereof.
OTHER CLAUSES
- Collaborative Entity is not an employee of the Company and
shall not be entitled to any employee's benefits. Collaborative
Entity shall be responsible for paying all taxes whether direct or
indirect including but not limited to Income Tax, GST and other
taxes chargeable to Collaborative Entity on amounts earned
hereunder. All Legal, Statutory, financial and other obligations
associated with Collaborative Entity's business / income shall
be the sole responsibility of the Collaborative Entity.
- It is made and understood in very clear terms that a
Collaborative Entity is not an Agent, Employee nor an
authorized representative of the Company or its service
providers. He is not authorized to receive/accept any
amount/payment for and behalf of the Company and any
payment received by him/her from any party shall not be
deemed to be received by the Company.
- The Company reserves its right to withheld / block/ suspend the
rights and privileges of the Collaborative Entity if he / she fails
to provide any details as desired by the Company from time to
time
- The Company reserves its right to withheld / block/ suspend the
rights and privileges of the Collaborative Entity if he / she fails
to provide any details as desired by the Company from time to
time
- Collaborative Entity is prohibited from listing, marketing,
advertising, promoting, discussing, or selling products /
services, or the business opportunity on any website / online
portal / mobile application / online forum or any other online
medium.
- Collaborative Entity shall not repackage, or otherwise change
or alter any of the packaging labels of Company’s Products
- .Collaborative Entity shall not by any means disparage/defame
the products of the Company as well as the Company and/or its
directors, Managers, Key Managerial Personal either during the
continuance of this Agreement and after the termination of this
Agreement for any reasons whatsoever. Any such action by the
Collaborative Entity shall be liable to prosecution by the
Company under civil and/or criminal laws prevailing within India.
- Collaborative Entity is an independent contractor, and nothing
contained in this agreement shall be construed to the following :
- Give any party the power to direct and control the day-to-day
activities the other party.
- . Constitute the parties as anything else but only independent
entities including but not limited to partners, agencies, joint
ventures, co-owners.
- Allow Collaborative Entity to create or assume any obligation
on behalf of Company for any purpose whatsoever.
MODIFICATION OF THIS AGREEMENT
- Notwithstanding anything stated or provided herein, Company
reserves the complete rights and discretion to modify, amend,
alter, or vary the terms and conditions, products, services,
marketing plan, compensation plan/method, incentive
plan/method and any other policies at any time without any
prior notice. Modification shall be published through the
official website of the Company or any other mode as company
may deem fit and proper and such modification/amendment
shall be applicable and binding upon the Collaborative Entity
from the date of such modification/notification. If the
Collaborative Entity does not agree to such amendment, he/she
may terminate his/her rights, benefits and privileges as a
Collaborative Entity within 15 days days of publication of such
modification/notification by giving a written notice to the
Company to such effect. Without any objection to such
modifications/alterations it shall be deemed that he/she has
accepted all modifications and amendments in the terms &
conditions of this agreement.
INDEMNIFICATION
- The Collaborative Entity shall hereby indemnify the company,
its employees, directors, agents, and each of their Affiliates (the
"Indemnified Parties") against, and agree to hold them harmless
from, any and all damages including any claim, charge, action,
depletion or diminution in value of the assets of the Company,
loss, liability and expense (including but not limited to
reasonable expenses of investigation and reasonable attorneys'
fees and expenses in connection with any action, lawsuit or
proceeding) (hereinafter referred to as "Loss") incurred or
suffered by the Indemnified Parties and arising out of or
relating to any misrepresentation, negligence, malfeasant acts or
breach of warranty / trust to be performed by the Collaborative
Entity pursuant to this agreement.
TERMINATION
- .The company is free to review the performance of any
Collaborative Entity at timely intervals. Any Collaborative
Entity not performing to the full satisfaction of the company in
terms of securing new orders, in compliance of company's
policies and terms and conditions of this agreement is liable to
be terminated. The Company shall issue a notice to the
Collaborative Entity who is found liable for termination, after
30(15) days of the issuance of such notice this agreement shall
be terminated.
- .The Company shall be at complete liberty to terminate this
agreement and devoid the Collaborative Entity of their benefits,
rights and privileges in occurrence of any of the following
- . Where a Collaborative Entity failed to comply with any
- event(s) :
- Where a Collaborative Entity is found to have made no
purchases by himself/herself of products and services for a
period of 3 months since the date of joining the Company as
a Collaborative Entity or where there is no purchases by
himself/herself of products or services for a continuous
period of 3 months since the date of the last purchases made.
- Where a Collaborative Entity failed to comply with any terms and conditions of this agreement.
- Where information given by Collaborative Entity found
wrong/false/misleading intentionally or otherwise.
- Where Collaborative Entity is no longer the citizen of The
Republic of India
- Where Collaborative Entity is convicted of an offence
punishable imprisonment of whatever term.
- Where Collaborative Entity resigns voluntarily.
- Where Collaborative Entity provides the same bank details
with fake name and fake KYC details.
- Where a Collaborative Entity being associated with its
upline member joins another upline member without the
process of resignation.
- Where a Collaborative Entity after providing resignation to
its upline member joins another upline member before the
cooling period of 90 Days.
- Where a Collaborative Entity fails to provide its KYC
details and cancelled cheque
NOTICES
- Any notice and other communications provided for in this
Agreement shall be in writing and shall be sent prepaid
registered post with acknowledgement due or speed post, in the
manner as elected by the Party giving such notice at the address
details stated below.
- The relevant address of each Party for the purposes of receipt of
notices and communications under this Agreement shall be the
addresses as set out in the respective parties’ title clauses to this
Agreement.
- Any Party may, from time to time, change its address or
representative for receipt of notices provided for in this
Agreement by giving to the other not less than 30 (Thirty) days
prior written notice thereof and till such written intimation, any
notice/communication transmitted at the last known address
shall be valid and good service.
GOVERING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by, interpreted and construed
in accordance with the laws of India, as applicable to the State
of Maharashtra and shall be subject to the exclusive jurisdiction
of competent courts of Thane City.
DECLARATION BY THE COLLABORATIVE ENTITY
By registering yourself with the company you hereby declare that;
- You are of or above 18 years of age, you are an Indian Citizen
and that you have provided the required information accurately.
You have documents to support this declaration and
information that you have provided.
- You have read and understood the terms and conditions for
appointment as a Collaborative Entity of the Company under
this Agreement and understands that by submitting this
declaration you will be entering into a non-transferable binding
agreement as per the Indian Contract Act 1872 and you shall be
terminated if you do not adhere to these terms
- You declare that you have not been given any assurance or
promise or inducement by the Company or its Directors or the
Collaborative Entity who is introducing you in regard to any
fixed income incentive, prize or benefit on account of any
purchase and you have applied to appoint yourself as a
Collaborative Entity on you own volition.
- You shall not publish any information or claim which is not in
accordance with the company and you shall not sell / list /
publish any product / service or packages on any digital / online
platform
- You have clearly understood that eligibility of income
exclusively depends on your performance in business volume
as per the marketing method / plan, compensation method /
plan.
- You further agree that the company reserves the right to change
the marketing method / plan, compensation method / plan at
any point of time without any prior notice.
- You have been informed and explained clearly about the
Company’s various offerings, its policies and activities along
with Return Policy, Exchange Policy, Refund Policy, Privacy
Policy by the company and you have understood them and
agree to these terms stated in the above mentioned agreement &
shall not dispute the same.
MISCELLANOUS PROVISIONS
- Non-Waiver: No delay, forbearance, indulgence or relaxation
or inaction by any Party at any time to require performance of
any of the provisions of this Agreement by the other Party shall
in any way affect, diminish or prejudice the right of such
formerly mentioned Party to require performance of that
provision by the latter. Any waiver or acquiescence by any
Party of any breach of any of the provisions of this Agreement
shall not be construed as a waiver or acquiescence of any right
under or arising out of this Agreement or of the subsequent
breach, or acquiescence to or recognition of rights other than as
expressly stipulated in this Agreement.
- Cumulative Rights: All remedies of either Party under this
Agreement whether provided herein or conferred by statute,
civil law, common law, custom, trade, or usage are cumulative
and not alternative and may be enforced successively or
concurrently. These rights of the Company herein provided,
shall be without prejudice to the right and remedies available to
the Company under the Applicable Law and in equity.
- Entirety: This Agreement constitutes the entire agreement
between the Company and the Collaborative Entity with respect
to the subject matter hereof to the exclusion of and shall
supersede all other prior documents including term sheet/s,
letter/s of intent, agreement/s, arrangement/s, understanding/s
and assurance/s, either written or oral or vide exchange of
emails (including exchange of drafts vide email), existing or
proposed, between the Company and the Collaborative Entity
or their representatives, relating to the subject matter hereof.
The Company and the Collaborative Entity hereby expressly
waive any and all the surviving terms contained in any and all
of the abovementioned agreements, arrangements,
understanding and assurances, either written or oral or existing
or proposed.
- Partial Invalidity: If any provision of this Agreement or the
application thereof to any Person or circumstance shall be
invalid or unenforceable to any extent for any reason including
by reason of any Applicable Law or regulation or government
policy, then and in such an event, the remainder of this
Agreement; and the application of such provision to Persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each provision
of this Agreement shall be valid and enforceable to the fullest
extent permitted by the Applicable Law. Any invalid or
unenforceable provision of this Agreement shall be replaced by
the Parties in good faith with a provision, which is valid and
enforceable and which most nearly reflects the original intent of
the unenforceable provision.
- Act of God Event: The Company shall not be liable for any
failure to perform its obligations where such failure has resulted
due to Acts of Nature (including fire, flood, earthquake, storm,
hurricane or other natural disaster), war, invasion, act of foreign
enemies, hostilities (whether war is declared or not), civil war,
rebellion, revolution, insurrection, military or usurped power or
confiscation, lockdowns, pandemics, terrorist activities,
nationalization, acquisition of the company's asset by the
government to any other government/semi government agency,
civil/financial emergency by the government, any other
government sanction, blockage, embargo, labor dispute, strike,
lockout or interruption or failure of electricity, server failure,
cyber attack, Technology or allied constraints, Raw Material
Supply Constraint, or any type of redirection by Government
(Central and / or State), local Authority or any other
government department.
- Binding Nature: This agreement shall have the same effect as
if this agreement has been executed between the parties
physically and/or in person and shall be binding upon the
parties and shall be legally enforceable in the court of law.
- All the articles, Identity Card and Brochures provided by the
company shall be chargeable as per its cost which shall be
decided by the company and which may change from time to
time as per company policies.
This Agreement shall be binding on the Parties hereto and all
persons claiming through or under them. None of the parties
shall have or claim any right (whether during the subsistence of
this Agreement or thereafter) which is not covered in, or which
is inconsistent with, this Agreement and none of the Parties
shall make any representation to or contract with any person
contrary to what is provided herein.