POLICIES AND PROCEDURES
Section | Particulars Page
Number
02 | DEFINITIONS AND RULES OF INTERPRETATION 1
03 | ELIGIBILITY FOR APPOINTMENT AS A DIRECT SELLER 6
04 | RIGHTS OF A DIRECT SELLER 9
05 | RESPONSIBILITIES OF A DIRECT SELLER 10
06 | HIERARCHY OF SPONSORSHIP STRUCTURE 13
07 | RESTRUCTURING, TERMINATION, ETC. OF ASSOCIATION
WITH DIRECT SELLERS 15
11 | USE OF THE COMPANY’S INTELLECTUAL PROPERTY
RIGHTS 20
12 | RETURN & REFUND POLICY 22
13 | SOCIAL MEDIA AND NETWORKING POLICY 22
14 | ENFORCEMENT OF THE PROVISIONS OF THE BUSINESS
DOCUMENTS 24
15 | VOLUNTARY RESIGNATION OF A DIRECT SELLER 26
17 | GRIEVANCE RESOLUTION MECHANISM 28
18 | OTHER TERMS AND CONDITIONS 28
POLICIES AND PROCEDURES
These Policies And Procedures ("Policy Document") set forth the
principles that must be adhered to by the Direct Seller in the performance of
their duties and obligations under their official capacity. It outlines the
rights, duties, and responsibilities of each Direct Seller. This Policy
Document is an integral part of the Direct Seller Enrolment Agreement, and its
provisions are not merely advisory but are legally enforceable. This Policy
Document, together with the Direct Seller Enrolment Agreement and any policies
referred to within these documents, are collectively referred to as the "Business Documents."
The Company may notify all amendments to the Business
Documents by publishing them on its official website. By continuing to engage
in transactions with the Company after the publication of such amendments, the
Direct Seller shall be deemed to have read, understood, and accepted the
amendments, thereby binding themselves to the revised terms.
1.
Definitions:
In this Policy Document, the following terms have the meaning ascribed to them
as below, to ensure clarity and uniform understanding throughout this Policy
Document.
1.1.
Active Direct Seller: Refers to a Direct Seller meeting the Point Value (PV)
thresholds to qualify for bonuses and commissions based on sales generated by
their network for 1.8.Commissionable Products/Services.
1.2.
Agreement: Refers to the Direct Seller Enrolment Agreement between
the Company and the Direct Seller.
1.3.
Applicant: Refers to a Person seeking to register with the Company
as a Direct Seller.
1.4.
Beneficial Interest: A person is deemed to have a Beneficial Interest in a
Direct Seller’s account if they meet any of the following criteria: (a) they
hold direct or indirect ownership in the account as an individual, partner,
shareholder, member, manager, beneficiary, trustee, officer, director, or
principal; (b) they exercise actual or de facto control over the account; or
(c) they receive any income from the account, directly or indirectly, excluding
the mere receipt of income.
1.5. Business Documents: Refers collectively to the Policy Document, the
Agreement, and any policies referred to within these documents.
1.6. Buyback or Repurchase Policy: Refers to the Company’s policy allowing Direct
Sellers to return saleable Products for a refund available at Return and Refund Policy.
1.7. Code of Ethics: Refers to the Company’s code of ethics applicable to
every Direct Seller available at Code of Ethics.
1.8. Commissionable Products/Services: Refers to products or services for which
commissions and bonuses are paid. Promotional items, sales tools, and kits are
excluded.
1.9. Company: Refers to Nexus Sanghi Private Limited (NSPL), registered under the Companies
Act, 2013, and engaged in the marketing, distribution, and sales of Products.
1.10.
Compensation Plan: Refers to the plan outlining the remuneration or
incentives available to the Direct Seller at Compensation Plan.
1.11.
Confidential Information: Refers to proprietary information regarding
the Company, including its business plans, customers, technology, Products and
Network Report.
1.12.
Consumer Protection Law: Refers to the legislation applicable to
consumer protection in India, and includes the Consumer Protection Act, 2019,
the Consumer Protection (Direct Selling) Rules, 2021, and any other similar
legislation in force.
1.13.
Cooling-off Period: Refers to the initial thirty (30) day period from the
date of execution of the Agreement during which the Direct Seller may terminate
the Agreement without penalty.
1.14.
Customer: Refers to a person who purchases goods or services from
the Company for consumption or gifting, without being registered as a Direct
Seller.
1.15.
Data: Refers to information used for managing business
operations, calculations, or decision-making.
1.16.
Direct Sales: Refers to the sale of goods or
services through a network of Direct Sellers who are independent contractors.
1.17.
Direct Seller: Refers to the direct seller appointed by the Company
under the Business Documents.
1.18.
Direct Seller Back Office: Refers to the Company's online portal where
Direct Sellers can access sales data, position, progress reports, and
information about their network.
1.19.
Downline: Refers to the network of individuals recruited directly
or indirectly by a Direct Seller to participate in the business.
1.20.
Enrolment Sponsor: Refers to a Direct Seller of the Company who introduces
and refers a prospective Direct Seller for registration with the Company.
1.21.
Frontline: Refers to the Direct Sellers directly recruited by a
specific sponsor, forming the first level of their network.
1.22.
Grievance Redressal Mechanism: Refers to the system established by the
Company to address complaints related to its products, Direct Sellers, or
business practices, in accordance with the Grievance Redressal Policy available
at Grievance Redressal Policy.
1.23. Grievance Redressal Policy: Refers to the Company’s framework and procedures for handling complaints and resolving issues related to Products or interactions available at Grievance Redressal Policy.
1.24.
Hierarchy of Sponsorship or HOS:
Refers to the structural arrangement of Direct Sellers established by their
contractual relationships with the Company.
1.25.
Inactive Direct Seller: Refers to a Direct Seller who fails to meet
the annual PV requirements or sales criteria or violates the Company’s
policies.
1.26.
Intellectual Property: Refers to the Company’s trademarks, trade
names, trade dress, patents, copyrights, and trade secrets.
1.27.
KYDS (Know Your Direct Sellers): Refers to the process of verifying the
identity and credentials of applicants using legally recognised documentation.
1.28.
Line of Sponsorship: Refers to the hierarchical structure of Direct Sellers
based on contractual relationships with the Company.
1.29.
Marketable: Refers to Products or sales aids that are new, unused,
undamaged, and within their expiry dates, fit for resale under industry
standards.
1.30.
Marketing Materials: Refers to digital or physical content used to promote the
Company’s products, services, or business opportunities.
1.31.
Maximum Retail Price or MRP: Refers to the highest price permissible for
sale as mentioned on the Products.
1.32.
Network Report: Refers to a report generated by the Company containing
confidential details of a Direct Seller's organisation, sales, and enrolment
data.
1.33.
Order and Delivery Policy: Refers to the Company’s policy on placing
orders and delivery of Products available at Order and Delivery Policy.
1.34.
Party: Refers to either the Company or the Direct Seller
individually.
1.35.
Parties: Refers to the Company and the Direct Seller collectively.
1.36.
Personal Data: Refers to any information relating to an identified or
identifiable natural person.
1.37.
Policy Document: Refers to these Policies and Procedures, which outline
the principles, rights, duties, and responsibilities of the Direct Seller.
1.38.
Points(P):
Refers to the denomination allocated to various products and services, and the
commissions, bonuses, and rewards are calculated and paid to the Direct
Sellers, which shall be communicated to the Direct Seller from time to time.
1.39.
Privacy Policy: Refers to the Company’s policy on safeguarding Customer
and business information available at Privacy Policy.
1.40.
Products: Refers to the items marketed, distributed, or sold by the
Company, either under its own trademark or a third-party trademark through a
licensing or similar arrangement.
1.41.
Pyramid Scheme: Refers to a prohibited scheme under which participants
earn primarily based on recruitment rather than the sale of Products.
1.42.
Quality Assurance: Refers to the
Company’s commitment regarding the quality of its Products available at Quality Assurance.
1.43.
Returns and Refund Policy: Refers to the policy outlining terms for
returning Products and obtaining refunds, replacements, or store credit
available at Return and Refund Policy.
1.44.
Saleable: Refers to Products that are unused, Marketable,
unexpired, not seasonal, discontinued, or special promotion items, and
delivered within 3 days prior to cancellation or return.
1.45.
Social Media Policy: Refers to the Company’s policy concerning the use of
social media platforms for promotion and marketing available at Section 9
below.
1.46.
Title: Refers to the position attained by a Direct Seller under
the Company’s Compensation Plan.
1.47.
Training Material: Refers to content designed to develop or enhance a Direct
Seller’s skills and knowledge.
1.48.
Upline: Refers to the Direct Seller(s) higher in the
organisational hierarchy from whom a specific Direct Seller is directly or
indirectly recruited.
1.49.
Website: Refers to the Company’s official website at Nexus Sanghi.
2.
Rules of
Interpretation. This Policy Document serves as a comprehensive framework
governing the behaviour, obligations, and rights of all Direct Sellers
associated with the Company. This Policy Document should be interpreted in
alignment with the objectives of maintaining ethical practices, fostering
trust, and ensuring compliance with applicable laws, regulations, and the
Company’s policies.
2.1.
All
provisions of this Policy Document must be read in conjunction with each other
and interpreted to avoid conflicts or redundancies.
2.2.
The
provisions of this Policy Document should be construed reasonably, considering
the practicalities of the direct selling industry and the specific
circumstances of the matter.
2.3.
A Direct
Seller must not exploit any perceived ambiguities or loopholes in the Business
Documents for personal gain or to the detriment of the Company, other direct
sellers, or Customers.
2.4.
In case of
ambiguity or conflict between provisions of this Policy Document and any other
Business Documents, the interpretation that upholds the principles of fairness,
transparency, and the Company’s interests shall prevail. In cases of
uncertainty, clarification should be sought directly from the Company.
2.5.
Any
interpretation of the Policy Document by the Company shall be final and binding
on all Direct Sellers.
2.6.
This Policy
Document shall be interpreted in conformity with all applicable laws and
regulations. In the event of a conflict between this Policy Document and any
applicable law, the provisions of the law shall take precedence.
2.7.
Compliance
with the Policy Document does not absolve Direct Sellers of their independent
obligation to comply with statutory requirements.
2.8.
The Company
reserves the right to amend, interpret, or supplement this Policy Document from
time to time. Amendments to the Policy Document will be communicated through
official channels, and continued association with the Company
post-communication will be deemed acceptance of such amendments.
2.9.
Unless
expressly stated otherwise, amendments to the Policy Document shall apply
prospectively and will not affect actions or transactions completed prior to
their introduction.
2.10.
Any
disputes concerning the interpretation or application of the Policy Document
shall be referred to the Company’s Grievance Redressal Committee for
resolution. The Company retains the exclusive right to interpret the provisions
of this Policy Document in light of its objectives and policies. Unresolved
disputes, if any, may be addressed through mediation or arbitration as
stipulated under the Agreement.
2.11.
In matters
where this Policy Document is silent, the Company may issue directives or
policies to address the situation appropriately.
3.
Eligibility
Conditions. The opportunity to apply as a Direct Seller is open to all individuals, irrespective
of gender, race, religion, or political affiliation. However, at present,
enrolment of direct seller may only be undertaken by Indian citizens who are
residents of India and by certain types of entities that are duly registered in
and operating from India. To be considered for appointment as a Direct Seller,
the Applicant must meet and continue to meet the following conditions:
3.1.
Individual
Applicant. An Applicant that is an individual must fulfil all of the following
conditions, i.e., the Applicant:
(a)
Must be at
least 18 years of age.
(b)
Must be a
citizen and resident of India.
(c)
Must
possess the capacity to contract per the Indian Contract Act, 1872.
(d)
Must not
have been convicted of an offence involving moral turpitude.
(e)
Must not
have been declared bankrupt/insolvent in the past five years.
3.2.
Non-Individual
Entity Applicants. An Applicant that is a non-individual entity (such as a
company, partnership, or LLP) must fulfil all of the following conditions,
i.e., the entity:
(i)
Must have
the sole business of operating as the Direct Seller of the Company. The entity
shall not engage in any other business activities.
(ii)
Must be
registered under the applicable laws of India and located within India;
(iii)
Must be in
good standing with the relevant regulatory authorities in India and in any
other jurisdictions in which it operates.
(iv)
Must be
authorised to engage in direct selling operations as per the applicable laws
and regulations governing such activities in India.
(v)
Must
designate a representative to act on its behalf in dealings with the Company,
and such representative must satisfy the individual eligibility criteria set
forth in Section 3.1 for individual Applicants;
(vi)
Must
furnish a duly issued letter authorising the aforementioned representative to
accept/sign and submit the Agreement, along with all required information and
supporting documents as required by the Company;
(vii)
Must not
make any changes to the partners (in the case of a registered partnership
firm), ownership of shares, membership of the Board of Directors (in the case
of a company), or control structure, without prior written approval from the
Company;
(viii)
Must ensure
that its partners, shareholders, and Directors personally and irrevocably
guarantee the due performance of all obligations and responsibilities of the
entity as a Direct Seller.
3.3.
General
Conditions for All Applicants (Individual and Entity):
(a)
Unless otherwise exempted by
the Company, the Applicant/entity must be introduced by an existing Direct
Seller.
(b)
The
Applicant/entity must complete its KYDS and provide the following documents:
(i)
A recent
passport-sized photograph (for individual Applicants only).
(ii)
A photocopy
of a PAN card.
(iii)
Proof of
identity and address (a government-issued ID document).
(iv)
A cancelled
cheque of the Applicant’s bank account.
(v)
GST
certificate, if applicable.
(vi)
A valid
email address.
(vii)
An Indian
mobile number.
(c)
The
Applicant/entity must not be under any investigation or legal proceedings for
any offence involving moral turpitude, financial fraud, or any other criminal
activity.
(d)
The
Applicant/entity must not have been involved in practices or operations
construed as a Pyramid Scheme or Money Circulation Scheme under the Prize Chits
and Money Circulation Schemes (Banning) Act, 1978.
(e)
The
Applicant/entity must comply with all applicable laws, regulations, and
policies prescribed by the Company, including those concerning product sales,
marketing, and ethical conduct.
(f)
The
Applicant/entity must not have been declared bankrupt, insolvent, or involved
in liquidation or winding-up proceedings in the past five years.
(g)
The
Applicant/entity must not have been previously enrolled with the Company as a
Direct Seller, if such appointment was terminated.
(h)
The
Applicant/entity must correctly complete and submit the Direct Seller enrolment
form along with all required information and documents.
(i)
The
benefits of the Compensation Plan and the Business Documents are available to
the Direct Seller once the Company has accepted the Direct Seller Enrolment
Form after the successful completion of the KYDS.
4.
Provisions
regarding appointment of a Direct Seller
4.1.
It is
expressly clarified that no Applicant, prospect, or Direct Seller shall be
required to:
(a)
Pay any
joining fee or purchase a specific quantity of Products;
(b)
Maintain a
minimum inventory;
(c)
Purchase
any commodity other than the Products;
(d)
Promote the
Company's business in a manner that creates the impression of a Pyramid Scheme
or Money Circulation Scheme as defined under the Prize Chits and Money
Circulation Schemes (Banning) Act, 1978.
4.2.
Direct Sellers acknowledge that
their engagement with the Company does not constitute the purchase of a
franchise or a business opportunity.
4.3.
The Company
reserves the absolute right to accept or reject any application at its sole
discretion, without assigning reasons.
4.4.
An
application shall be deemed accepted upon the Company enlisting the Applicant's
details in its records and communicating acceptance via email, phone
notification, issuance of an Identity Card, or other means. The Identity Card serves as proof of registration and must be carried when visiting
the premises of prospective Customers. The Identity Card issued by the Company
must be presented whenever the Direct Seller represents the Company or upon
request.
4.5.
The
benefits outlined in the Compensation Plan and Agreement will be accessible to
the Direct Seller once the Company approves the application.
4.6.
For
unregistered partnerships, the enrolment as the Direct Sellers shall be issued
only in the names of the individual partners. In the case of more than two
partners, the partnership must designate in writing the primary Applicant and
co-Applicant, with all monetary and non-monetary benefits accruing to the
primary Applicant.
4.7.
A Direct
Seller's appointment shall remain valid unless terminated by the Direct Seller
or by the Company in accordance with the terms of the Business Documents.
4.8.
Direct Seller may only own, operate or have a Beneficial Interest in only
one Direct Seller account. Spouses are required to jointly operate a single
Direct Seller account with the Company. However, exceptions to this requirement
may be granted on a case-by-case basis in circumstances where two Direct
Sellers enter into marriage or where a Direct Seller acquires an interest in
another Direct Seller account through inheritance.
5.
A Direct
Seller affiliated with the Company is entitled
to the following privileges:
5.1.
The ability
to purchase Products provided by the Company.
5.2.
The
opportunity to establish a customer base and earn income through the sale of
Products.
5.3.
Eligibility
to participate in the Company's Compensation Plan and, subject to meeting the
criteria, receive due compensation. It is clarified that selling the Company's
Products to end Customers is the only means of earning money under the
Compensation Plan.
5.4.
The right
to promote the Company's business opportunity to others, thereby enabling the
enrolment of additional Direct Sellers and the development of a sales network.
5.5.
Access to
periodic communications and official materials issued by the Company, including
its literature.
5.6.
Subject to
such terms as specified by the Company from time to time, participation in
training sessions, motivational programmes, and support events organised by the
Company.
5.7.
The right
to take part in promotional campaigns, reward schemes, and competitions
sponsored by the Company.
5.8.
Access to
Direct Seller Bank Office on a limited, non-transferable, non-sub-licensable
and revocable basis.
5.9.
Attain a
Title as determined by the Company under the Company’s Compensation Plan.
5.10.
Get access
to the Training Material provided by the Company, from time to time.
6.
Each Direct
Seller retains the freedom to determine their objectives, set their working
hours, and employ lawful selling methods, provided they comply with the terms
of the Direct Seller Agreement and all applicable laws.
7.
This
section outlines the responsibilities of Direct Sellers. Direct Sellers are
required to fulfil the responsibilities detailed herein, as well as any
additional responsibilities prescribed by the Company from time to time, to
retain their status as Direct Sellers.
7.1.
Sales
Obligations
7.1.1.
Direct
Sellers must successfully complete the training programme organised by the
Company and achieve the annual sales criteria prescribed by the Company. The
Company does not levy any fees for the training. Failure to meet the annual
sales criteria will result in suspension of the direct seller rights, and such
Direct Seller will be categorised as Inactive Direct Seller.
7.1.2.
Direct
Sellers must meet the sales criteria for a consecutive 12-month period as
specified by the Company. Failure to meet this criterion for two consecutive
12-month periods will result in suspension of sponsorship rights. Continued
failure for three consecutive 12-month periods will result in suspension of
direct seller rights.
7.1.3.
Suspension
of direct seller rights will result in the following:
(a)
Suspension
of the right to sell Company’s Products;
(b)
Suspension
of sponsorship rights;
(c)
Immediate
termination of the Agreement;
(d)
Reassignment
of Downline direct sellers of the suspended / terminated Direct Seller to the
next available Upline.
7.2.
Compliance
Obligations
7.2.1.
Direct
Sellers must strictly adhere to the provisions of the Business Documents, which
include the Agreement and this Policy Document. The Company may amend the
Business Documents from time to time by publishing the amended documents on its
website or through other official communication channels. If a Direct Seller
does not agree to such amendments, they must terminate the Agreement
immediately by providing written notice to the Company. Continued engagement
constitutes acknowledgment and agreement to be bound by the amendments.
7.2.2.
Direct
Sellers agree and undertake that purchases of the Company’s Products are for
retail to Customers or for self-consumption. Direct Sellers must purchase
Products exclusively from the Company. Points will not be allocated to a Direct
Seller for purchases made from another Direct Seller or any source other than
the Company under the Agreement. Direct Sellers are not
permitted to stock the Products. If they choose to do so, they may be required
to obtain certain licenses, including an FSSAI license. Direct Sellers
acknowledge that compliance with applicable laws and procurement of necessary
licenses, if required, shall be their sole responsibility, and they will keep
the Company indemnified from any claims arising therefrom.
7.2.3.
Direct
Sellers must retain and provide records of such sales as required by the
Company. The Direct Seller agrees and undertakes not to engage in any form of
solicitation outside the territorial boundaries of India.
7.2.4.
Direct
Sellers are prohibited from selling or displaying the Company’s products
through retail stores, unauthorised third-party e-commerce websites, or other
unauthorised locations. Direct Sellers must also refrain from using mass
communication platforms like television merchandising or unauthorised digital
channels to promote the Company’s products, except in accordance with the
Company's prescribed Social Media Policy.
7.2.5.
Direct
Sellers must ensure all representations regarding the Company’s products are
accurate and truthful. Exaggerated claims or unauthorised representations are
strictly prohibited.
7.2.6.
Direct
Sellers must not repackage, alter, or modify the labels of the Company’s
products.
7.2.7.
Direct
Sellers must not export the Company’s Products to jurisdictions other than
India or facilitate exports of the Products from India.
7.2.8.
Direct
Sellers must provide Customers with a written and dated receipt containing: (a)
Product descriptions, prices, and batch numbers; (b) the direct seller’s name,
identification number, and contact details; and (c) information on the
Company’s returns policy, refund policy, and grievance redressal mechanism.
7.2.9.
Direct
Sellers must (a) inform the Company of any Customer complaints and provide all
related documentation; and (b) offer refunds, exchanges, or credit to Customers
in line with the Company’s return and refund policies.
7.2.10.
Direct
Sellers must comply with all applicable laws, regulations, and codes relevant
to their operations and must not engage in activities that could harm their or
the Company's reputation.
7.2.11.
The Direct Sellers shall not be
entitled to loans or advances from the Company, whether against commissions or
in any other form.
7.2.12.
Direct
Sellers must conduct themselves with courtesy and decency, avoiding
high-pressure sales tactics, misleading representations, and any unethical
behaviour.
7.2.13.
Direct
Sellers are independent contractors and must not represent themselves as
employees, agents, or representatives of the Company. They must operate their
direct selling business in a financially responsible and professional manner.
Any legal impediments affecting their obligations must be promptly disclosed to
the Company and resolved at their own cost and effort.
7.2.14.
Manipulation
of the compensation plan, including artificial structuring or stacking, is
strictly prohibited. The Company reserves the right to determine violations and
impose penalties.
7.2.15.
Direct
Sellers must comply with the Company’s Privacy Policy and take necessary
measures to safeguard Customer and business information.
7.2.16.
Direct
Sellers must comply with the Company’s Code of Ethics at all times.
7.2.17.
The Company
reserves the right to audit Direct Sellers for compliance. Non-compliance may
result in suspension, termination, or other penalties.
7.2.18.
The Company reserves the right
to deduct costs incurred for services provided, including transfer requests,
fees for other services rendered by the Company, and any outstanding balances
on the Direct Seller’s account, from the compensation payable to the Direct
Seller.
7.2.19.
The Company retains the
authority to withhold amounts from a Direct Seller's compensation payout to
cover disciplinary fines, as deemed necessary.
7.2.20.
If a Product is returned to the
Company for a refund or repurchased by the Company, the bonuses and commissions
earned on the sale of the returned or repurchased Product(s) will be deducted
from the Direct Sellers who initially received them. This deduction will
commence in the pay period during which the refund is processed and will
continue in subsequent pay periods until the full amount of bonuses and
commissions paid for the returned Product has been recovered.
8.
The HOS
(Hierarchy of Sponsorship) is
the structural arrangement of Direct Sellers established by the contractual
relationships that each of them has with the Company. The HOS is a proprietary
and confidential trade secret owned by the Company. Direct Sellers are
prohibited from disclosing HOS information to unauthorised individuals or
entities. HOS information includes identification numbers, personal contact
details, business performance data, and other related information.
9.
Restrictions
on change of sponsor and poaching
9.1.
Direct
Sellers may not change their
Enrolment Sponsor and the Company does not allow Direct Sellers to make changes
to the Line of Sponsorship. Similarly, a Direct Seller may not transfer their
business group.
9.2.
A Direct
seller must not sponsor or poach direct sellers from any other HOS except after
two years from their disassociation with such previous HOS.
10.
Direct
Sellers are prohibited from engaging in activities that manipulate the HOS,
such as creating artificial structures or stacking. The following practices are
strictly prohibited:
10.1.
Creating
multiple accounts under different names, often fictitious or using identities
of family members or associates, to artificially inflate Downlines and sales
figures.
10.2.
Purchasing
excessive amounts of products personally, then directly selling these products to Downline members solely to meet
qualification criteria for bonuses or leadership levels, without genuine retail
sales or Customer demand.
10.3.
Enrolling
individuals who have no intention of actively participating in the business,
with the intent to use their accounts to manipulate Downline performance or
qualify for rewards.
10.4.
Persuading
or coercing direct sellers from other teams (or Hierarchy of Sponsorship) to
resign and rejoin under the manipulator’s team.
10.5.
Encouraging
family members or friends to create accounts and placing large volumes of sales
under these accounts to meet targets or build artificial Downlines, while
maintaining control over those accounts.
10.6.
Setting up
distributorships for individuals who have no real involvement in the business
and using their accounts as placeholders to achieve rank advancements or other
qualifications.
10.7.
Deliberately
redistributing sales volume among different accounts within the same Downline
to meet targets for bonuses or rank advancements, rather than reflecting actual
sales activity.
10.8.
Intentionally
positioning new direct sellers in a manner that maximises benefits to the
manipulator's own Downline structure rather than considering long-term
sustainability or the new enrollee's benefit.
10.9.
Collaborating
with other direct sellers to artificially inflate sales volumes or create a
facade of business activity by exchanging orders or cycling purchases among
accounts.
10.10.
Recruiting prospects on social
media platforms. In the event a Direct Seller receives an inquiry or expression
of interest regarding such an opportunity through a social media platform, the
Direct Seller is required to engage with the individual privately. Such
follow-ups must occur through direct communication rather than in any public
forum available on the social media platform.
11.
A Direct Seller’s obligations in respect of the Downline HOS
are as follows:
11.1.
A Direct Seller who enrols
another direct seller is obligated to provide genuine support and training to
ensure their success.
11.2.
Upline Direct Sellers are
responsible for motivating and educating newly enrolled Direct Sellers on the
Company’s products, sales techniques, the Compensation Plan, and compliance
with the Company’s policies and regulations.
11.3.
Direct Sellers are prohibited
from creating or pressuring their HOS to purchase sales aids or promotional
materials produced by the Direct Seller.
11.4.
Direct Sellers must ensure that
their Downline direct sellers do not engage in unlawful or inappropriate
activities.
11.5.
Upon request by the Company, a
Direct Seller must demonstrate that they are actively fulfilling their
obligations as an Enrolment Sponsor.
11.6.
Direct Sellers must ensure that
their team members receive the required Marketing Materials, both in digital
and non-digital formats.
11.7.
Every Direct Seller is required
to meet all newly registered Direct Sellers in their team personally.
11.8.
Direct Sellers must visit their
direct Downline at their place of residence, conduct team meetings on a weekly
basis, and ensure that active team members take the required tests as
instructed.
11.9.
Direct Sellers must engage with
Customers and address their queries regarding the Company’s products and
services to ensure Customer satisfaction.
12.
The Company
reserves the right to take corrective action, including reassignment of the
business group or termination, in case of violations of Business Documents,
whether or not intentional.
13.
Mergers,
transfers, change in the form of a direct seller (from individual to entity,
etc.), or a sale of direct sellers and their HOS Downline are permitted only
with prior written approval from the Company, at the discretion of the Company
and on such terms as the Company may specify.
14.
In the event of the death of a
Direct Seller, their business organisation, business volume, and all associated
rights and obligations under the Agreement
shall be transferred to the individual designated as their nominee during
registration. This transfer is subject to the nominee fulfilling the
requirements stipulated for a direct seller and providing a copy of the deceased
Direct Seller's death certificate.
15.
Should a Direct Seller become
permanently disabled and unable to fulfil the required duties after serving as
a Direct Seller for a minimum period of five years, their nominee may assume
the business, provided that sufficient evidence of the Direct Seller's
inability to perform is submitted to the Company to its satisfaction.
16.
A Direct Seller who violates
any terms of the Business Documents may be subject to one or more of the
following corrective measures, at the sole discretion of the Company:
16.1.
Issuance of a written warning
or reprimand requiring the Direct Seller to undertake immediate corrective
measures, which may include, but are not limited to, personally refunding
affected Customers harmed by the Direct Seller’s misconduct.
16.2.
Imposition of a monetary fine,
which may be deducted from the Direct Seller's bonuses and commissions. The
fine may also cover any refunds, rebates, or losses incurred by the Company due
to the Direct Seller’s unethical behaviour.
16.3.
Forfeiture of the right to
receive one or more bonus and commission payouts. The Company reserves the
right to withhold all or part of a Direct Seller’s bonuses and commissions
during an investigation into potential violations of the Agreement. If the Direct
Seller account is terminated for disciplinary reasons, the Direct Seller shall
have no entitlement to recover any commissions withheld during the
investigation period.
16.4.
Suspension of the Direct Seller
Agreement for one or more pay periods.
16.5.
Termination of the Direct
Seller Agreement of the Direct Seller in question.
16.6.
Implementation of any other
action expressly authorised by the Agreement or any additional measure deemed
necessary and appropriate by the Company to address damages caused in whole or
in part by the Direct Seller’s breach or misconduct.
In
addition, the Company reserves the right to initiate legal proceedings to seek
financial and/or equitable relief in circumstances it considers appropriate.
17.
The Company reserves the right
to cancel/terminate a Direct Seller Agreement immediately in the event of a
material breach of its terms or if the Direct Seller is found to have engaged
in fraudulent or unethical conduct. Upon termination, the Direct Seller must
cease all business activities associated with the Company and return any
Company property or confidential information in their possession.
18.
In case of termination of a
Direct Seller’s enrolment, the following provisions shall apply:
18.1.
Upon the termination of a
Direct Seller’s account, all rights associated with being a Direct Seller are
terminated. This includes the ability to market the Company’s Products, as well
as any entitlement to future commissions, bonuses, or other earnings derived
from the activities of their previous HOS.
18.2.
Upon termination, a Direct
Seller irrevocably forfeits any and all rights to their former HOS and to any
compensation, bonuses, or commissions arising from the sales or activities of
that HOS.
18.3.
In the event of a termination,
whether voluntary or involuntary, the Company reserves the right to retain and
maintain the qualifications of the Direct Seller account for up to six months.
If the Company is involved in any actual or potential litigation or dispute
relating to the terminated Agreement, the Company may retain the account for
the duration of the dispute and for an additional period of up to six months
following the resolution of the matter.
18.4.
Upon termination, the Direct
Seller must immediately return all tangible materials containing Confidential
Information provided by the Company. This includes but is not limited to notes,
summaries, memoranda, manuals, records, and other derivative materials.
Alternatively, with the Company’s written consent, the Direct Seller may
destroy such materials.
18.5.
A former Direct Seller shall
not represent themselves as a direct seller of the Company or have the
authority to market the Company’s Products after the termination of their
Agreement. They must return their Company-issued identity card within seven (7)
days of termination.
18.6.
A Direct Seller whose Agreement
has been terminated will only be eligible to receive commissions and bonuses
for the most recent full pay period during which they were active (not
terminated). Any amounts withheld during an investigation prior to an
involuntary termination may be deducted from such payments.
19.
A Direct Seller who is not in
breach of the Agreement may voluntarily terminate the Agreement at any time by
submitting a written notice to the Company, subject to the following
provisions:
19.1.
The resignation form must be
submitted to the Company in writing, either in printed form or via email.
19.2.
The resignation form must be
accompanied by two self-attested copies of valid proof of identity, along with
the Direct Seller’s full name, postal address, registration number, and
signature.
19.3.
The resignation becomes
effective on the date the Company receives the written notice. However, if
there are pending sales volumes or processes, the resignation may not be
processed until the following month.
20.
The Direct
Seller must ensure that the prospective Customer is provided with the following
information during the sales process:
20.1.
Direct
Seller’s identification and contact details. The Direct Seller must also carry
a valid government-issued identification document (such as PAN, voter ID,
driving licence, or Aadhaar) along with the identity
card issued by the company to corroborate their
identity.
20.2.
Contact
details of the Company, including the immediate Upline contact information.
20.3.
The purpose
and location of the meeting.
20.4.
The
estimated duration of the meeting.
20.5.
Detailed
Product information, including benefits, country of origin, prices, taxes,
delivery fees, payment terms, money-back guarantee, Return and Refund policies,
refund processes, warranties, and payment methods.
21.
The Direct
Seller must:
21.1.
Present
product details exactly as per the Company’s official materials.
21.2.
Explain the
terms and conditions of the product order form.
21.3.
Provide
information on Customer support, money-back guarantees, grievance redressal
mechanisms, and Company contact details.
21.4.
Disclose
costs such as delivery fees and taxes and expected delivery timelines.
21.5.
Make only
truthful, non-deceptive, and substantiable promotional materials and statements
about Products.
22.
Direct
Sellers must:
22.1.
Not engage
in any manipulative or misleading practices, including:
22.1.1.
Creating false urgency.
22.1.2.
Imposing forced continuity.
22.1.3.
Concealing costs.
22.1.4.
Employing bait-and-switch
tactics.
22.1.5.
Using high-pressure sales
tactics or nagging.
22.1.6.
Selling the
Products over Maximum Retail Price (MRP) set by the Company.
22.1.7.
Requiring a minimum order
quantity.
22.2.
Refrain
from:
22.2.1.
Exaggerating product efficacy.
22.2.2.
Exploiting Customers' lack of
knowledge.
22.2.3.
Making claims about product
attributes that do not exist.
22.2.4.
Asserting unverified claims
such as being the “best” or “guaranteed.”
22.2.5.
Unsolicited communications and
marketing practices.
22.2.6.
Participation in MLM
businesses.
22.2.7.
Cross-Sponsoring, i.e.,
recruiting Active Direct Sellers under a different sponsor.
22.2.8.
The use of automated telephone
solicitation systems or engaging in "boiler-room" telemarketing
activities to promote the Company, its Products, or its business opportunity.
23.
Mode of
Payment, Minimum Order, and Marketing Materials
23.1.
Cash on
delivery is not permitted for placing orders. All orders must be prepaid using
approved payment methods, including credit cards, debit cards, net banking,
UPI, or bank transfers.
23.2.
The Company
accepts multiple payment methods per invoice but does not allow multiple modes
of payment for a single product or item.
23.3.
A Direct
Seller must not permit other Direct Sellers or Customers to use the Direct
Seller’s credit card(s) to make purchases from the Company.
23.4.
Direct
Sellers are prohibited from using another person’s credit card for their
transactions.
24.
Invoices
24.1.
The Company
will issue tax invoices in the name of the Customer, whether an individual or
an entity.
24.2.
The invoice
will include details of the Company’s products and applicable consumer rights.
25.
Placement
of order with the Company shall be made in the format prescribed by the
Company. Placement of the order and its delivery shall be done as per the Order and Delivery Policy of the
Company.
26.
Direct
Sellers must advise Customers not to accept deliveries from courier personnel
if the outer packaging appears damaged.
27.
Direct
Sellers must guide customers on reporting damage to Customer care within the
time specified in the Return & Refund Policy.
28.
The Company
will not process orders for out-of-stock items. Invoices will be generated only
when the products are in stock and available with the Company.
29.
The Company
shall disburse bonuses and commissions to a Direct Seller in accordance with
the terms of the Compensation Plan, provided the Direct Seller remains active
and complies with the provisions of the Business Documents.
30.
Bonuses and
commissions constitute the sole compensation for a Direct Seller's efforts,
including generating sales and building a HOS Downline.
31.
The trade
name, trademarks, and service marks owned or licensed by the Company are its
valuable business assets that help identify the source and reputation of its
business, products, and services worldwide, distinguishing them from those of
competitors.
32.
The use of
the Company’s trade name, trademarks, designs, or symbols without the Company’s
prior written permission by any person, including Direct Sellers, is strictly
prohibited. Any unauthorised use will result in cease-and-desist orders and, if
necessary, monetary and punitive legal action. These measures are essential to
prevent unauthorised products from entering the market, which could harm Direct
Sellers and dilute the Company’s brand value.
33.
Direct
Sellers must strictly adhere to the branding guidelines issued by the Company,
from time to time, regarding the use of its name and logo.
34.
Prohibitions
on Use of the Company’s Intellectual Property
34.1.
Direct
Sellers must not use the Company’s logo or trade name on imprinted cheques, nor
may they represent themselves as anything other than a Direct Seller.
34.2.
Direct
Sellers are prohibited from producing or procuring promotional materials,
giveaways, or stationery featuring the Company’s name, logo, or trademarks
without prior written approval from the Company.
34.3.
Corporate
logos or trademarks may not be affixed to promotional items such as uniforms,
shirts, or garments without the Company’s prior approval.
35.
Copyrighted
Materials
35.1.
All printed
materials produced by the Company including Training Material are copyrighted
and may not be reproduced, in whole or in part, without prior written
permission from the Company.
35.2.
Copyright
protection is enforced to prevent competitors from duplicating the Company’s
literature, ensuring that promotional materials provided to Direct Sellers
remain unique, accurate, and truthful.
35.3.
All printed
materials conform to applicable laws and regulations governing product
labelling and promotion. Any deviation from approved content may result in
legal penalties, adversely affecting the violator, other Direct Sellers, and
the Company.
36.
Restrictions
on Fundraising Activities. The Company’s products and services are not
authorised for use in conjunction with fundraising activities. Fundraising
includes soliciting the purchase of Products based on representations that
proceeds will benefit a specific group, organisation, or cause.
37.
Consequences
of Violations. Direct Sellers who violate this section will face the following
consequences:
37.1.
They will
be required to remove improper signs, destroy unauthorised materials, cancel
improper advertising, or correct improperly listed telephone numbers.
37.2.
Their
Agreement may be terminated.
37.3.
They will
be liable for monetary damages arising from the unauthorised use of the
Company’s name, trademarks, or logotypes.
38.
The
Products of the Company can be returned as per the Return and Refund Policy of
the Company.
39.
As part of
their obligations under this Policy Document, Direct Sellers must comply with
and communicate the following Return and Refund Policy to all purchasers of the
Company’s products. This policy is designed to ensure transparency,
consistency, and customer
satisfaction.
40.
Direct
Sellers must ensure that all purchasers are informed of this policy at the time
of purchase. Direct Seller must also adhere to the following:
40.1.
Provide
purchasers with an invoice
for all transactions.
40.2.
Communicate
this buyback, return & refund policy to purchasers.
40.3.
Facilitate
the return and refund process by assisting purchasers in contacting the
Customer Service team where required.
41.
The purpose
of this social media Policy is to establish clear guidelines for Direct Sellers
on the responsible use of social media. This policy aims to:
41.1.
Safeguard
the Company’s reputation and brand identity.
41.2.
Prevent
unauthorised disclosures of confidential or sensitive information.
41.3.
Ensure
compliance with applicable laws and Company standards.
41.4.
Promote
ethical and professional behaviour on social media.
For the purpose of this policy, social media includes
websites, mobile apps, podcasts, and blogs.
42.
Direct
Sellers must comply with the following while using social media:
42.1.
Direct
Sellers must comply with all applicable laws and regulations, including
Consumer Protection Laws.
42.2.
Direct
Sellers may use personal social media accounts for personal interactions but
must not misrepresent affiliation with the Company. If mentioning the Company,
a disclaimer must be included to the effect, “The views expressed are personal
and do not represent the views of Nexus Sanghi Private
Limited or its associates.”
42.3.
Social
media handles of Direct Sellers must not contain the name of the Company or
trademarks used by the Company.
42.4.
Direct
Sellers must not discuss non-public information related to the Company over
social media. This includes confidential, proprietary, or business-sensitive
information.
42.5.
Direct
Sellers must avoid engaging in online disputes, defamatory remarks, or sharing
misleading information about the Company, its competitors, or the direct
selling industry.
42.6.
Posts,
retweets, shares, and endorsements must align with Company policies and respect
intellectual property and privacy laws.
42.7.
Direct
Sellers must not engage in paid advertisements, including boosted or sponsored
posts, without prior written approval of the Company. Non-paid listings using
Company-approved templates are permitted.
42.8.
Sharing
copyrighted material or intellectual property of the Company or a third-party
without permission is strictly prohibited.
42.9.
Direct
Sellers must avoid activities such as promoting competitors’ products or
controversial businesses or abusing their influence within the network.
42.10.
Consumer
endorsements and testimonials must reflect genuine opinions. No compensation
may be made to a consumer for endorsements, other than product samples. All
endorsements must disclose the material connection, if any, between the
endorser and the Company.
42.11.
Claims
about Company’s products, plans, or services must be truthful, accurate, and
pre-approved by the Company. Content making comparative statements of the
Company’s products with a competitor’s products is prohibited.
42.12.
Use of
Company trademarks, logos, product photos, or corporate images without written
approval is prohibited.
43.
Consent to
monitor: Where permissible by law, the Company reserves the right to monitor
social media activities of the Direct Sellers to ensure compliance and take
necessary action to protect its reputation.
44.
Unsolicited
communications such as spam communications, adding persons to WhatsApp groups
or emailing lists without their consent, creating unauthorised online
communities using the name of the Company, or hosting digital events in the
name of the Company without prior written consent are prohibited.
45.
Code of
Conduct for Social Media
45.1.
Dos:
(a)
Accurately
represent the Company and maintain professionalism.
(b)
Keep
Company-related information confidential.
(c)
Report any
misleading or harmful information about the Company.
(d)
Ensure
posts reflect positively on the Company and its business.
45.2.
Don’ts
(e)
Do not
disclose confidential Company information.
(f)
Avoid
discriminatory or offensive advertisements.
(g)
Do not
misrepresent the Company or engage in misleading practices.
(h)
Refrain
from defaming competitors, Customers, or the Company’s reputation.
(i)
Avoid
participating in pyramid schemes, crossline sales, or promoting competitors’
products.
46.
Consequences
of Violation. Violations of this policy may result in disciplinary actions,
including warnings, suspension, or termination of association with the Company.
Legal consequences for improper social media use shall remain the violator’s
responsibility.
47.
Violations:
Violations of the Business Documents are considered serious infractions that
can adversely impact not only the business of an individual Direct Seller but
also the reputation of the Company among the public, media, and government
authorities. The following are illustrative examples of violations:
47.1.
Providing
false or misleading information in the application form;
47.2.
Misrepresenting
the Company, its business model, or its products;
47.3.
Breaching
any provisions of the Agreement;
47.4.
Breaching
any provisions of this Policy Document;
47.5.
Failing to
meet the eligibility criteria for appointment as a Direct Seller, as outlined
in Section 3.
49.
Company-Initiated
Actions: The Company reserves the right to initiate suspension or termination
of a Direct Seller’s business, even in the absence of a formal complaint.
Before taking action, the Company will offer the Direct Seller an opportunity
to explain or justify their conduct, unless the violation is of such severity
that immediate termination is warranted.
50.
Enforcement
Measures: To address violations of the Business Documents, the Company may
implement the following measures:
50.1.
Impose a
suspension period on the offending Direct Seller;
50.2.
Terminate
the distributorship of the offending Direct Seller;
50.3.
Require the
sale or assignment of the concerned distributorship;
50.4.
Mandate the
dissolution of the concerned distributorship;
50.5.
Take any
other action that the Company deems appropriate.
The Company’s decisions regarding enforcement measures
shall be final and binding.
51.
Consequences
of Termination: Termination of a Direct Seller entails the following on and
from the date specified in the written notice issued by the Company:
51.1.
Loss of all
rights, privileges, and benefits associated with being a Direct Seller;
51.2.
Cessation
of all income generated after the termination date, except those from discounts
on purchases made prior to the termination date.
52.
Upon
termination, the Direct Seller must:
52.1.
Return all
Company products and materials in good condition;
52.2.
Cease the
use of all trademarks, trade names, insignia, and other intellectual property
associated with the Company;
52.3.
Discontinue
identifying themselves as a Direct Seller.
53.
Alternative
Measures: Instead of immediate termination, the Company may opt to take
corrective measures to encourage proper conduct, including but not limited to
withholding or forfeiting commissions, awards, or other monetary benefits
payable to the offending Direct Seller.
54.
Sale or
Assignment of Business: If the Company requires a sale or assignment of a
Direct Seller’s business, the following provisions will apply:
54.1.
The
business will first be offered for sale or assignment to another eligible
Direct Seller, following an order of priority established by the Company;
54.2.
The terms
of sale will be outlined in a written agreement executed between the Company
and the purchaser;
54.3.
The
business will retain its position within the Hierarchy of Sponsorship and be
designated as a subordinate business under the purchaser;
54.4.
Proceeds
from the sale will be added to an incentive fund and distributed among eligible
Direct Sellers, as determined by the Company.
55.
Dissolution
of Business: If the Company elects to dissolve a distributorship, the business
will be merged with the first qualified Upline sponsor in the Hierarchy of
Sponsorship.
56.
No
Limitation on the Company: The Company retains full discretion regarding the
methods and timing of business disposition under clauses 54 and 55 above and is
not restricted to the options specified in this Section.
57.
A Direct
Seller may voluntarily resign from their association with the Company at any
time, with or without providing a reason, by submitting a signed resignation
request in the format prescribed by the Company. By submitting a resignation,
the Direct Seller acknowledges their understanding and acceptance of this
policy and its associated terms.
58.
Resignations
will only be deemed effective upon receipt, validation, and formal acceptance
by the Company. Until the Company provides official confirmation of the
resignation, the Direct Seller will continue to be recognised as active and
will be bound by all obligations under the Agreement.
59.
Resignation
during the Cooling-Off Period:
59.1.
A Direct
Seller has the right to cancel their Agreement within thirty (30) days of its
execution i.e., Cooling-Off Period by following the Company’s online
cancellation process. The Direct Seller must notify the Company of their
decision to resign within this period via email, registered letter, or speed
post to the Company’s registered address or official email ID.
59.2.
During the
Cooling-Off Period, the Direct Seller may return any unopened, unused, and
resalable products purchased from the Company, subject to the Buyback, Return,
and Refund Policy.
59.3.
If the
Direct Seller has received any consideration or benefits from the Company
during the Cooling-Off Period, they must return the same along with a formal
repudiation letter. Repayments can be made via cash, cheque, demand draft,
NEFT, RTGS, or any other approved payment method.
60.
Resignation
After the Cooling-Off Period:
60.1.
A Direct
Seller resigning after thirty (30) days of enrolment may return all marketable (unopened, unused, resalable, and
unexpired products) or sales materials purchased from the Company.
60.2.
Returns and
refunds will be subject to and processed in accordance with the Company’s
Buyback, Return, and Refund Policy, after deducting any applicable setoffs or
outstanding obligations.
61.
To initiate
a return, the Direct Seller must:
61.1.
Submit a
Product Return Form.
61.2.
Provide
proof of purchase.
61.3.
Follow the
prescribed return process and complete all required documentation.
62.
Shipping
charges for the original purchase and the return will not be reimbursed.
Bonuses, commissions, or other earnings previously paid on the returned
products will be adjusted accordingly.
63.
Upon
meeting all conditions and completing the required documentation, the Company
will repurchase the returned inventory at the original purchase price, subject
to necessary deductions for any outstanding dues.
64.
A resigning
Direct Seller remains liable for any unpaid dues, pending obligations, or
violations of the Company’s Business Documentation. The Company reserves the
right to recover any outstanding amounts from the Direct Seller prior to
processing their resignation or issuing refunds.
65.
The Company
is committed to ensuring the industry standards of quality and safety for its prepackaged, ready
to cook and ready-to-eat food products, as detailed in its Quality
Assurance document. Direct Sellers must ensure that
all purchasers are informed of this policy at the time of purchase.
66.
The Company
is committed to addressing grievances from Direct Sellers and Customers in a
prompt, fair, and transparent manner. The Company shall resolve all grievances
in line with the provisions of the Grievance Redressal Policy. All grievances
must be made to the Company in a prescribed format and be supported with
necessary information and material for the Company to investigate in the
matter.
67.
The Company endeavours to
provide accurate and reliable data through telephonic or online reports,
including, but not limited to, personal and HOS activity. However, the Company
does not guarantee the accuracy, completeness, or reliability of such data, as
it may be affected by various factors, including but not limited to human or
technical errors, the timeliness and accuracy of order processing, denial of
electronic payments, product returns, and credit card chargebacks.
68.
All personal,
Customer, and Point Value information provided by the Company is offered
"as is," without any representations or warranties, whether express
or implied.
69.
The Company and any individuals
or entities involved in creating or transmitting the data shall not be held
liable to any Direct Seller or third party for
any direct, indirect, incidental, consequential, special, or punitive damages
resulting from the use of or reliance upon personal, Customer, and
organisation-related points information. This includes, but is not limited to,
lost profits, bonuses, commissions, or opportunities.
70.
The Company reserves the sole
and absolute right to amend the terms of the Agreement, as well as the prices
of its products and services, at its discretion. By entering into the Direct
Seller Agreement, the Direct Seller explicitly consents to any modifications or
revisions implemented by the Company.
71.
The Direct Seller expressly
consents to the Company's sole discretion to assign the Agreement, in whole or
in part, to any affiliate, subsidiary, parent organisation, or any other
entity.
72.
The Company shall not be held
liable for failing to fulfil its obligations under the Agreement when such
fulfilment becomes commercially impracticable due to events beyond its
reasonable control. No claims may be brought against the Company in connection
with such circumstances.
73.
No Agency
Relationship
73.1.
A Direct
Seller of the Company is a self-employed independent contractor, solely
responsible for the management and operation of their business. This includes
discretion over their work schedule, business methods, expenses, and time
commitments.
73.2.
As an independent
principal, a Direct Seller is not an employee, agent, franchisee, fiduciary, or
beneficiary of the Company or any other Direct Seller. Consequently, they shall
not be entitled to any employment benefits or claim any rights typically
associated with employment.
74.
Right to
Audit
74.1.
The Company
reserves the right to audit and verify the accuracy of information provided by
a Direct Seller. This includes but is not limited to financial records, sales
reports, and adherence to the Company's policies.
74.2.
Any
discrepancies or irregularities identified during such audits may result in
corrective actions, including but not limited to:
(a)
Withholding
of payments;
(b)
Suspension
of distributorship;
(c)
Termination
of the Direct Seller’s Agreement.
75.
Payment
Terms
75.1.
Compensation shall be paid by
the Company in accordance with the payout eligibility criteria specified in the
Compensation Plan, provided the Direct Seller
adheres to the terms and conditions of the Agreement.
75.2.
All
payments related to commissions, discounts, returns, or refunds shall be
processed exclusively through bank transfers in favour of the Direct Seller,
named as the primary Applicant as per the details provided in the direct seller
application or as subsequently updated in writing by the then primary
Applicant.
75.3.
The
designated bank account must be opened and operated in compliance with Indian
laws, including applicable foreign exchange regulations.
76.
Governing
Law and Dispute Resolution
76.1.
This
Business Document and any related matters shall be governed by and construed in
accordance with the laws of the Republic of India, without regard to conflict
of law principles.
76.2.
The parties
shall make all reasonable efforts to resolve disputes amicably through mutual
discussions within 30 days of the dispute arising.
76.3.
Any
unresolved dispute, difference, or claim shall be referred to arbitration under
the provisions of the Indian Arbitration and Conciliation Act, 1996. The
following terms shall apply:
(a)
The venue
of arbitration shall be Indore, Madhya Pradesh.
(b)
The
arbitration proceedings shall be conducted in English or Hindi;
(c)
The
arbitrator’s decision shall be final and binding on all parties.
76.4.
Subject to
the arbitration clause above, the courts of Indore, Madhya Pradesh, shall have
exclusive jurisdiction over matters arising out of this Policy Document.
77.
Limitation
of Liability
77.1.
The
liability of the Company, whether arising from contract, tort, or any other
cause, shall not exceed the lesser of:
(a)
The actual
damages or losses determined by arbitration or any other dispute resolution
mechanism, and
(b)
The total
commissions earned by the Direct Seller in the six-month period preceding the
date of the dispute.
77.2.
The Company
shall not be liable for any indirect, incidental, consequential, special,
punitive, or exemplary damages, including but not limited to loss of business,
profits, or goodwill, even if the Company has been advised of the possibility
of such damages.
78.
Indemnification.
Direct Seller agrees to indemnify, defend, and hold the Company harmless from
any claim, demand, action, prosecution, or liability, including associated
costs and damages, arising out of:
78.1.
Any breach
of this Business Documents by the Direct Seller;
78.2.
Any
misconduct or violation of applicable laws, regulations, or Company Business
Documents by the Direct Seller.
79.
The Company
reserves the right to offset any amounts payable to the Direct Seller against
any liabilities or obligations arising under this indemnity provision.
80.
This policy
is binding on all Direct Sellers and is an integral part of the Company’s
Business Documents. Any violation of the above provisions may result in
corrective measures as deemed appropriate by the Company.
[End of Policies and Procedures]