Document

Contract with Direct Sellers/Distributors

AGREEMENT

This Agreement Is Signed On The Date......................... By And Between Riconex Lifecare Private Limited, A Company Registered Under

The Companies Act 2013 Having Its Corporate Office At - 1st floor,Sushila Sadan, Baudh Vihar Colony, Bhoothnath Road, Patna , Bihar- 800026, And Registered Office At C/O 1-A/15,Durga Nagar,Phase E-1,Near Megha City,Sanjay Nagar Road Bareilly,Up-243005 Acting Through Its Director Mr. Shubham Khatri, Hereinafter Called Company Which Expression Shall, Unless Repugnant To The Context, Include Its Successors In Business, Administrators, Liquidators And Assigns Or Legal Representatives) Of The First Party

AND

Shri/Smt,…………………………………………………………………………………...aged…………..years,S/o.d/ow/o….…………………………...……………………………

…house,……………………………………post,…………………………………………………..street,………………………,Tehsil.................................................

District......................................... State the (hereinafter called as Direct Seller which expression shall include my/our heirs, executors and

administrators estates assigns and effects wherein the context so admits or requires) of the second party.

Definitions:- The following words used in these presents shall have the meaning as defined here under:

“ACT” means the consumer protection Act, 1986(68 of 1986)
“Consumer” --Means who buys goods or services for personal (self) use and not for resale or commercial purpose and shall have the same meaning as provided under the Consumer Protection Act, 1986.

3 .“Prospect” means a person to whom an offer or a proposal is made by the Direct seller to join a Direct selling opportunity.

“Direct seller” means a person appointed or authorized directly or indirectly by a Direct selling Entity through a legally enforceable written contract to undertake direct selling business on principal to principal basis. Explanation- The ‘written contract’ includes e-contract or digital contracts and the same shall be governed as per the provision of the information Technology Act, 2000.
“Network of Direct selling” means a network of direct sellers at different levels of distribution who may recruit or introduce or sponsor further level of direct sellers who they then support:

Explanation: “Network of Direct selling “ shall mean any system of distribution or marketing adopted by a direct selling entity to undertake direct selling business and shall include the multi-level marketing method of distribution.

“Direct selling “means marketing, distribution and sale of Goods or providing of services as a part of network of Direct selling other than under a pyramid scheme.

Provided that such sale of goods or services occurs otherwise that through a permanent retail location to the consumers, generally in their houses or at their workplace or through explanation and demonstration of such goods and services at a particular place.

“Direct selling Entity” means an entity not being engaged in a pyramid scheme, which sells or offers to sell goods or services through a direct seller .

Provided that “Direct selling Entity” does not include any entity or business notified otherwise by the Government for the said purpose from time to time.

“Goods” Means goods/products defined in the Sale of Goods Act, 1930 and section 3(26) of the General Clauses Act, 1897, is that, it shall include every kind of movable property other than actionable claims and money and “services” means service as defined in the consumer Protection Act,1986.
“cooling off period” means the duration of time counted from the date when the direct seller and the direct selling entity into an agreement under clause 4 and ending with date on which the contract is to be performed and within which the direct seller may repudiate the agreement without being subject to penalty for breach of contract.
“Pyramid Scheme “ means:

A multi layered network of subscribers to a scheme formed of subscribers enrolling one or more subscribers in order to receive any benefit, directly or indirectly as a result of enrollment action or performance of additional subscribers to the scheme. The subscribers enrolling further subscriber(S) occupy higher position and the enrolled subscriber(s) lower position, thus with successive enrolments, they form multi-layered network of subscribers.

Provided that the above definition of a “Pyramid Scheme” shall not apply to a multi layered network of subscribers to a scheme by a direct selling Entity. Which consists of subscribers enrolling one or more subscribers in order to receive any benefit, directly or indirectly, where the benefit is as a result of sale of goods or services by subscribers and the scheme /financial arrangement complies with all of the following:

a) It has no provision that a Direct seller will receive remuneration or incentive for the recruitment/enrollment of new participants.

b) It does not requires a participates to purchase goods or services.

1. for an amount that exceeds an amount for which such goods or services can be expected to be sold or resold to consumers.

2. For a quantity of goods or services that exceeds an amount that can be expected to be consumed by or sold or resold to consumers.

c) It does not require a participant to pay any entry /registration fee, cost of sales demonstration equipment and materials or other fees relating to participation.

d) It provides a participant with a written contract describing the “material terms” of participation.

e) It allows or provides for a participant a reasonable cooling off period to participate or cancel participation in the

scheme and receive a refund of any consideration given to participate in the operations.

a) It allows or provides for a buy back or repurchases policy for “currently marketable” goods or services sold to the participant at the request of the participant at reasonable terms.

b) It establishes a grievance redressed mechanism for consumers, more particularly described in clause 7 herein. Explanation: 1 for the purpose of this proviso the terms “material terms” shall means buy –back or repurchase policy , cooling off period , warranty and refund policy.

11 “Money circulation Scheme” has the same meaning as defined under the prize chits and Money circulation Scheme Act 1978.

12 Direct Selling Entity/Company- “Direct Selling Entity/Company” Means a Company namely M/s RICONEX LIFECARE PRIVATE LIMITED and running its main business in the name and style of “RICONEX LIFECARE” and for the purpose of these guidelines direct selling enitity means the Board of Directors or to secretary or manager or any other person competent/authorized by the company.

13 Agreement – means agreement as per Indian contract Act, 1872 and the ‘written contract’ or ‘Agreement’ includes e-contract or digital contracts and the same shall be governed as per the provision of the information Technology Act, 2000.

An Individual/Firm/Company who is able to do contract as per the provision of The Indian Contact Act, 1872 and wish to become direct seller of the company, can apply to be appointed as a Direct seller to marketing and selling of company’s product in whole of India, in prescribed form through online/manual. There is NO deposit or any charges/enrollment fees/joining fees/renewal charges for becoming Direct Seller of the Company. Now it’s agreement witnesses and it is agreed by and between the parties here to as follow:-

A. The Appointment /Authorization for Direct seller(There would be two type of Registration process- A prospect may choose any of the process to become Direct seller)— 1. ONLINE

(I) That for appointment / Authorization for Direct seller in the company, prospect shall complete the following steps

(a) Fill the application form online and upload scanned KYC documents

(b) Accept the proposed terms and condition of the agreement and create this agreement using digital signature/one time password/affix digital sign/scanned signature, whatever means of the technology.

(d) After the putting Signature of the authorized person of the company, the executed and signed agreement shall be displayed and it shall be treated as legal agreement as per the provision of The Indian Contract Act, 1872.

(e) On the completion of the above process, prospect shall take a printout of the signed agreement.

(f) Upon the execution of the agreement through the above process, prospect shall become the direct seller of the Company and a Direct seller Unique Identification number and password shall be allotted to the applicant.

(II) That the Direct seller shall submit the following documents along with this agreement in hard copy to the company within 30 days since the date of execution (a) Filled application form (b) KYC Documents (self attested) (c) Signed Executed Agreement (Including of terms of appointment). A Direct seller, upon appending his/her signature at the bottom of these presents (agreement) as well as all attached documents.

(a)That the Company upon scrutiny and verification of the Application, KYC and agreement may re-consider the decision of the appointment of Direct Seller for Direct Selling the goods/ products of the Company. The Company shall be at sole discretion and liberty to reject his/her direct selling code, if the KYC and other documents in hard copy found unsatisfactory or mollified, fake etc. OR

ii. OFFLINE

(III) That for appointment / Authorization for Direct seller in the company, prospect shall complete the following steps a). Receive/download the application form and agreement form the company/company’s site and Fill the application form , attach KYC documents

b) Accept the proposed terms and condition of the agreement thorugh putting him/her signature

c) After the putting Signature of the authorized person of the company, it shall be treated as legal agreement as per the provision of The Indian Contract Act, 1872.

d) Upon the execution of the agreement through the above process, prospect shall become the direct seller of the Company and a Direct seller Unique Identification number and password shall be allotted to the applicant.

(IV) That the Direct seller shall submit the following documents along with this agreement in hard copy to the company within 30 days since the date of execution (a) Filled application form (b) KYC Documents (self attested) (c) Signed Executed Agreement. A Direct seller, upon appending his/her signature at the bottom of these presents (agreement) as well as all attached documents.

(b) That the Company upon scrutiny and verification of the Application, KYC and agreement may re-consider the decision of the appointment of Direct Seller for Direct Selling the goods/ products of the Company. The Company shall be at sole discretion and liberty to reject his/her direct selling code, if the KYC and other documents in hard copy found unsatisfactory or mollified, fake etc. (ba)That in respect of the KYC, the direct seller shall include and not limited verified proof of address, proof of identity and PAN. The Direct seller shall submit PAN to the company as per the provisions of the income tax Act, 1961. The Direct seller should also submit to Company, any photo ID Card as issued by the state or central Government. These ID cards could be from the following –

a. Aadhaar Car. b. Voter ID Card c .Passport d .Ration card e .Any identity document issued by the state or central government which can be verified.

i. That the direct seller shall have exclusive right to reject/cancel the above agreement within 30 days since the date of the execution of the agreement through the online process. In this relation, the direct seller shall be responsible to give intimation to the company about such decision within specified period through Email or registered letter or speed post at company’s mail ID/Registered address.

ii. That Such direct seller shall have right to return any goods purchased by the direct seller during the cooling off period but the purchased goods should be in saleable condition i.e any seal/protection on the goods is kept unbroken. The refund of amount of cost of such returned product/credit voucher shall be paid by the company within 30 days since the date of receipt of the product.

iii. That if such Direct seller receive any remuneration from the company during this cooling-off period then such direct seller shall be responsible pay the amount of such consideration to the company with repudiate letter in the form of CASH/CHEQUE/DD/NEFT/RTGS etc.

b.Buy-back/Exchange/Refund Policy

(I) That the company gives full refund ,buy-back guarantee/or exchange to every direct seller on the following terms --Direct seller who has purchased the goods from the company to distribute or further sale is eligible to avail the benefit of buy-back policy.

(a) If the purchased goods are not sold within 30 days from the date of the distribution and billing of the goods to the Director seller (b)The condition of purchased goods must be saleable i.e. any seal/protection on the goods is kept unbroken.

(c) IF the fulfillment the above conditions, the Direct seller can be exercised his/her right of buy-back policy with in a period of 30 days, from the date of the distribution and billing of the goods to the direct seller.

(d) The company is responsible to buyback/Refund/Exchange of the goods on submission of proof of original Bill and/or delivery challan, ID, ADDRESS Proof and purchased goods in Just as it as condition i.e. any seal/protection on the goods is kept unbroken.

(e) The company shall refund amount after deducting of packaging, courier, and applicable taxes (GST) etc as per the norms issued by the Govt.

c. Sales Incentives/Commission Structure or other Benefit

(I) That the Direct Seller shall enjoy the following privileges:

(a) Sales Incentive (Earnings) of the Direct Seller shall be in proportion to the volume of sales done by the Direct Seller by self or through team (Sales Group) as stipulated in the as per marketing plan of the Company.

(b) The company shall have no provision that a direct seller will receive remuneration from the recruitment to participate in such direct selling.

(II) That tariff revisions, Government directives, market forces etc., may lead to change in the company sales Incentives/commission policy and the company’s decision in this regard will be final and binding

(III) That the Company does not guarantee/assure any facilitation fees or income to the Direct Seller on account of becoming just a mere Direct Seller of the Company.

(IV) That sales incentives/commission/bonus to the direct seller shall be subjected to statutory deductions as applicable like TDS, GST and processing fees etc.

d. General terms and conditions

(a) That company will not provide any establishment/office expenses, business running expenses etc. in relation to maintain an owned office for the Direct seller.

(b) That company will not be liable to pay any amount (e.g.-theft, accident, treatment, death, loss of personal asset of direct seller, etc.) other than sales incentives.

(c) That Direct Seller covenants with the Company that it will exclusively engage in the sale of the company’ products and tie-up product and shall not indulge in the sale of Similar/identical products and that it shall protect and preserve the patents and trademark of the company’s products.

(d) That the Company reserves its right to withheld/block/suspend the Direct Seller in the event the Direct Seller fails to provide any details as desired by the Company from time to time like Pan Card details, KYC etc.

(e) That the Direct Seller shall be faithful to the Company and shall uphold the integrity and decorum to the Company and shall maintain good relations with other Direct Seller and other clients also.

(f) That the Direct seller shall be abide with policies, procedures, rules and regulations, code of conduct of the company and All privileges laws, rules and regulation and Direction and Guideline issued by the state and central Government of India from time to time.

(g) That the Company reserves the rights to modify the terms and conditions, code of conduct products, plan, business and policies with/without giving prior notice. Such notice may be published through the official website of the Company, and any such modification/amendment shall be applicable and binding unto the Direct Seller from the date of such notice.

(h) That the Direct Seller shall not manipulate the RICONEX LIFECARE PRIVATE LIMITED marketing plan or product's rate, Reward point/ Business volume etc., in any way and Direct Seller shall not send, transmit or otherwise communicate any messages to anybody on behalf of the Company otherwise than for authorization for the same.

(i) That the Direct seller shall be libel to produce/show/explain the marketing/sales/trading plan of the company to the customer as it as he is received if the company notices that the Direct seller is working on the line of not permitted/un-authorized way than the company shall have exclusive power to terminate or barred from the company’s Direct seller ship after giving show cause notice.

(j) That all the arrangements, expenses, permission from local authorities, complying with rules of central and state government and local body is whole responsibility of Direct Seller for meetings and seminars conducted by Direct Seller.

(r). That the company shall be responsible for the products and services sold by direct seller and further the company will guide and help the direct seller to follow best practices in the interest of the consumer about the products and business opportunity in the legal and ethical manner, if any direct seller work, out of the purview of policy, guidance of the company than such direct seller shall be responsible for his/her all the activities in sales of product/service.

e. Obligations of Direct Seller That the Direct Seller engaged in direct selling shall

(I) Offer a prospective consumer accurate and complete explanation and demonstrations of goods and services, prices, credit terms, terms of payment, return policies, terms of guarantee, after sales service;

(II) The direct seller shall not:

(a) Use misleading, deceptive and /or unfair trade practice s.

(b) Use misleading, false, deceptive and/or unfair recruiting practices, including misrepresentation of actual or potential sales or earnings and advantages of direct selling to any prospective direct seller in their interaction with prospective direct sellers. (c)Make any factual representation to prospective direct sellers that cannot be verified or make any promise that cannot be fulfilled.

g. Indemnification

(I) That the Direct Seller agrees to protect, defend, indemnify and hold harmless Company and its employees, officers, directors, agents or representatives from and against any and all liabilities, damages, fines, penalties and costs (including legal costs and disbursements) arising from or relating to:

(a) Any breach of any statute, regulation, direction, orders or standards from any governmental body, agency, or regulator applicable to the company; or

(b) Any breach of the terms and conditions in this agreement by the Direct Seller, or

(c) Any claim of any infringement of any intellectual property right or any other right of any third party or of law by the Direct seller; or

(d) Against all matters of embezzlement, misappropriation or misapplications of collection/moneys which may from time to time during the continuance of the Agreement come into his/her /its possession /control.

(II) That this clause shall survive the termination or expiry of this Agreement.

h. Relationship I on my own, voluntarily applying for registering as an Direct seller and as I am becoming Direct seller, I will not have any consumer rights to the company.

j. Suspension, Revocation or Termination of agreement

1. That the company reserves the right to suspend the operation of this agreement, at any time, due to change in its own license conditions or upon directions from the competent government authorities. In such a situation, company shall not be responsible for any damage or loss caused or arisen out of aforesaid action.

2. That the company may, without prejudice to any other remedy available for the breach of any conditions of agreement, by a written notice of 15 days issued to the Direct seller at its residential address, terminate this agreement under any of the following circumstances:

c .The Direct Seller failing to perform any obligation(s) under the agreement;

The Direct Seller failing to rectify, within the time prescribed, any defect as may be pointed out by Company.
The Direct Seller being involved in any criminal proceedings/case
Where a direct seller is found to have made no sales for goods for a period of up to two years since the contract was entered into, or since the date of last sale made by the direct seller.
Where a direct seller is found to have embezzlement of Cash/Cheque/DD, which is received by the customer on behalf of the company.
That It shall be the responsibility of the Direct Seller to maintain the agreed Quality of Service, even during the period when the notice for surrender/termination of agreement is pending.
That Breach of non-fulfillment of Agreement conditions may come to the notice of the company through complaints or as a result of the regular monitoring. Wherever considered appropriate the company may conduct an inquiry either suo-moto or on complaint to determine whether there has been any breach in compliance of the terms and conditions of the agreement by the Direct Seller or not. The Direct Seller shall extend all reasonable facilities and shall endeavor to remove the hindrance of every type upon such inquiry.

k. Governing Laws and Regulation

(I)That this Agreements shall be governed by the Indian Contract, 1872, The consumer Protection Act, 1986, “Advisory to state Government/Union territories on Model Guideline on Direct selling” issued by the Department of consumer Affairs, Ministry of Consumer Affairs, Food & Public Distribution, Government of India Dt. 09th Sep. 2016 F.NO. 21/18/2014-IT(Vol-II). laws, Rules, regulation and Direction issued by the Central and State Government of India and any proceedings arising out of this Agreements shall be initiated in the appropriate Indian court and all orders and decrees would be expressed in Indian language.

l. The Direct seller hereby covenants that as under:

(I) That Any payment received by the Direct Seller from any person declaring that the amount is being received for and on behalf of the Company shall not be deemed to be received by the Company. Direct seller is not authorized to receive any money for and on behalf of the Company.

That I have adhere, read and understood the terms and conditions and code of conduct for appointment of Direct Seller of the Company and I have also gone through the Company's official website, printed materials, brochures and convinced about the business and I have applied to appoint me as a Direct Seller on my own volition.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed through their respective authorized representatives on the …….day of …….., 20…...

Read over by me/ to me and agreed by me on (Date) ............................................................................

Name of applicant ------------------------ Signature: -----------------------------

Sign and seal of the company……………………………………

Witnesses: 1. Name Signature

2. Name Signature

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