Direct Seller Contract

The Terms and Conditions of this contract are to be read together with the Direct Seller. They become binding if and when the Company, at its sole discretion, accepts the Application.

1. Definition

(A)“Direct Seller Contract / Agreement” shall mean and include include the following (including amendment, modifications and re-enactment thereof):

• a. The Direct Seller Application Form read with the Terms and Conditions following part of the Direct Seller Application;
• b. The Company’s Business Plan and Business Manual;
• c. The Terms and Conditions for Independent Distributors..
• d. The 15 days’ Return and Refund (Buy back) Policy of the Company;
• e. The Return to Origin Policy;
• f. The Independent Business Owner License Transfer Policy;
• g. The Ministry of Consumer Affairs’ Guidelines, statutes, Acts and Rules published by Central / State Government; read with all other policies, as may be for the time being applicable and/or published by the Company.

• (b.) "Cooling-off Period" means initial 15 days’ period counted from the ‘Effective Date’ within which the direct seller may repudiate this Agreement without being subject to penalty for breach of contract;
• (c.) “Effective Date”: shall mean the date of submission of the duly filled Direct Seller Application, subject to its approval by the Company.
• (d.) “Saleable”: shall mean marketable, unused, unwashed, with price tags intact and should not carry stains, sweat, detergent, or body odor, perfume along with undamaged packaging, not expired, not seasonal.
• (e.) “Territory”: shall mean Republic of India.

2. Distributorship / Direct Selling

Subject to approval on Application by the Company, the Company signs, as of the Effective Date, the applicant as a Direct Seller shall undertake to sell Company’s Products and shall become ‘Independent Distributor’ of the Company. Subsequent to the approval on Application, the Independent Distributor shall independently establish his business as ‘Independent Distributor’ of the Company by building a Sales Network of “Direct Sellers” and is eligible for purchasing Company’s products for consumption or re-sale, in compliant transparent and ethical manner.

3. Duration

This Contract shall remain valid and continue to remain in full force unless terminated earlier by either Party with or without cause..

4. Policies on Product Return, Refund and Return to Origin

The Independent Distributor fully understands the policies set by the Company for Return and Refund (Buy-Back) within 15 days from the date of invoice and Return to Origin of the products and all such cases of return, refund, buy-back etc. shall be dealt subject to the policies of the Company prevailing at the time of request for which the Independent Distributor undertakes to abide..

5. Assignment and Distributorship Transfer

This Agreement shall deem to be signed in personal capacity and neither this Agreement nor any of the rights or obligations of the Independent Distributor arising hereunder may be assigned or transferred without the prior written consent of Company. However, in case of death of the Independent Distributor, their distributorship may be transferred to the nominee registered by them with the Company subject to the provisions of License Transfer Policy.

6. Payments and Bank Accounts

The Company will make all payments on account of incentives, discounts, returns or refunds etc. through bank transfer in favor of and in the name of Independent Distributor as per the details provided in the Direct Seller Application or as may be used by him / her at the time of placing order with the Company, as the case may be.

7. Obligations of Direct Sellers

7.1 The Independent Distributor shall not sell any Company’s Product for a price exceeding the Maximum Retail Price mentioned on the labels of the Company’s Products. Unless authorized by the Company in writing, the Independent Distributors shall not give, offer or extend any promotion or discounts on the Products of the Company;

7.2 The Independent Distributor shall, throughout the validity of this Direct Seller Contract, strictly adhere to all applicable laws, regulations and other legal obligations that affect the operation of his / her business. The Independent Distributor shall be responsible for obtaining any applicable registration, license, approval or authorization, to carry out the business as Direct Seller, copy of which shall be provided to the Company upon request.

7.3 Direct Sellers for the Company shall:

• a: Disclose his/her conflict of interest at the time of entering into the contract with the Company or subsequently at the event of a conflict of interest situation.
• b: Always carry their identity card and not visit the consumer’s premises without prior appointment/approval.
• c: Truthfully and clearly identify themselves with their identity card, contact details, and state the purpose of solicitation to the prospect.
• d: State the identity of the Company, provide a complete explanation and demonstration of products, their quality, type, cost, and usage being offered for sale, along with necessary details of prices, credit terms, terms of payment, RTO, after-sales service, etc., and information on his/her rights to cancel the order and/or to return the product (Buy Back) in saleable condition to avail full refund on sums paid.
• e: Provide details regarding the complaint redressal mechanism, process of surrendering distributorship, and outcome thereof.
• f: Provide a bill and receipt to the consumer for orders placed.
• g: Subject to applicable legal requirements, maintain proper books of accounts.
• h: Comply with the policies of the Company available at the official website or any other website as may be communicated in the future by the Company.

7.4 Direct Sellers for the Company shall not:

• a: Use misleading, deceptive, or unfair trade practices for the sale of any products to Consumers or enrolment of prospective direct sellers.
• b: Require or encourage other Company direct sellers to purchase the Company’s Products or services in unreasonably large quantities.
• c: Provide any literature and/or training material, not restricted to collateral issued by the Company, to a prospective and/or existing direct seller that has not been approved by the Company.
• d: Require prospective or existing direct sellers to purchase any literature, training material, or sales demonstration equipment.
• e: Avoid adherence to, inter alia, the Company’s Code of Ethics and Conduct read with Terms and Conditions of the Contract for conducting his/her business of selling products.
• f: Share personal login/password with any third party, company, or any other unrelated individual or party whatsoever.
• g: Utilize for his/her purpose, or to achieve his target, any sum or amount of money or money value given by any Prospect or other Independent Distributor(s).
• h: Shall not indulge or involve himself/herself in the development of any mobile application, website, or otherwise and post or publish any misleading advertisement(s) inviting or offering any jobs, fixed income, salaries, accommodation, or any other benefits, pecuniary or otherwise, for and on behalf of the Company or by using any name of the Company, any of its brands, trade names, or other intellectual property rights, whether existing or to be introduced in the future.

8. Termination of the Direct Seller Agreement

8.1 The Independent Distributor may, upon written notice, at its sole discretion, repudiate/terminate this Agreement with or without assigning any reason, which shall result in the cessation of the distributorship with immediate effect. Upon termination, refund to the Independent Distributor, if any, shall be dealt with according to the prevailing policies of the Company after deduction of an aggregate amount equivalent to all benefits, incentives, bonuses, etc., if any, received by the Independent Distributor, attributable to the products returned on termination of this Agreement. The Independent Distributor shall also not be eligible to purchase Company Products in the future.

8.2 Additionally, the Company reserves its exclusive right to terminate this Agreement forthwith without any liability whatsoever, in case:

• a: The Direct Seller violates the provisions of the Code of Ethics and Conduct read with Terms and Conditions.
• b: The Direct Seller engages in activities infringing the rights, including intellectual property rights of the Company, which includes displaying and selling Company products through unauthorized online or offline channels.
• c: The Direct Seller is involved in fraudulent activities, including but not limited to cash dealings, online/offline job postings, or misrepresentation to any consumer, prospective direct seller, or third party.
• d: The Direct Seller engages in any activity, directly or indirectly, that may cause damage to the reputation of the Company.
• e: The Direct Seller fails to meet performance requirements.
• f: The Direct Seller willfully breaches, negligently disregards, or refuses to cooperate with any modifications, amendments, or discontinuation of the existing business plan or future business decisions of the Company.
• g: Legal, regulatory, or other developments require material operational changes within the territory, in which case the Company may, if regulatory conditions allow, attempt to restructure the contractual relationship with the Direct Seller under practical and legally permissible terms.