Direct Seller Contract
This Contract is construed in accordance with the model of Direct Selling Guidelines issued by the Government of India, Ministry of Consumer Affairs, Food & Public Distribution, Department of Consumer Affairs vide F.No. 21/18/2014-IT (Vol-II) dated 9th September, 2016 read with Indian Contract Act 1872 and supersedes any prior terms and conditions, discussions or contracts between company and direct seller.
Between Herbamaas Business Services Private Limited, which is a registered company under the Companies Act 2013, having its Corporate Office at No. 2/2, Manimegalai Street, Advaitha Ashram Road, Fairland, Salem, Tamil Nadu – 636016 (India) (Hereinafter referred to as “Herbamaas”) which expression shall, unless the context otherwise permits, include its successors and permitted assigns of the one part herein after called as First Party.
And
The person / entity who has filed the online / offline application form hereinafter referred to as “Independent Distributor” which expression shall unless repugnant to the context or meaning there of be deemed to mean and include his / her / their legal heirs, executors, administrators and assignees of both the parties, hereby called as the Second party.
Whereas the first party is a registered Company under Companies Act 2013 and the second party is willing to work with the first party after fully compliance of the Indian Contract Act 1872 read with the guidelines as provided by Government of India, Ministry of Consumer Affairs, Food & Public Distribution, Department of Consumer Affairs vide F.No. 21/18/2014-IT (Vol-II) dated 9th September, 2016 on the following terms and conditions.
Definition:-
In this Contract
1. "Independent Distributor(s)" – Shall mean a person who has accepted the contract to undertake Direct Selling Business of Herbamaas and avail the financial or non-financial benefits.
2. “Sponsor” – Sponsor shall mean an existing Independent Distributor who introduces a new customer to be an Independent Distributor of Herbamaas and whose name appears on the Application Form as the Sponsor.
3. “Business Volume (BV) & Point Volume (PV)” – Shall mean the value on which the incentives will be calculated on sold products as per Herbamaas Marketing Plan.
4. “Downline” – Shall mean the Customers / Independent Distributors below a specific Independent Distributor of Herbamaas respectively in the genealogy as the context requires.
Terms: -
1. Subject to this Contract, Herbamaas here by appoints the Independent Distributor and the Independent Distributor here by accepts its appointment on a principal-to-principal, non-exclusive basis to use, promote and resell the Herbamaas Products in India.
2. This instrument hereafter referred to as the contract, executed between Herbamaas & Independent Distributor(s).
3. Upon executing the Contract, Independent Distributor agrees to register on the Herbamaas website www.herbamaas.com. You get unique Independent Distributor ID and password to operate your Business Operation Centre. In the event of any discrepancy between terms of this Contract and the Herbamaas Website, the terms of this Contract shall prevail. You agree that you shall not be entitled to register with more than one Account on the Website for any reason whatsoever. You and your wife are considered as a single entity. In the event Herbamaas has a reason to believe that you or any person on behalf of you has activated more than one Business Operation Centre (BOC), this Contract shall forthwith be deemed to be terminated. In the event this Contract is terminated for only reason whatsoever, the Independent Distributor shall not be eligible to apply for a position as an Independent Distributor, for a period of 6 (Six) months from the date of termination or for such period as Herbamaas may in its sole discretion decide.
4. Simultaneous to or within 15 (Fifteen) days from the date of executing the Contract, he / she agrees to submit the physical copies of the following documents ("Registration Documents”) to Herbamaas at its Corporate office located at Salem (Tamil Nadu, India) and the same shall be acknowledged by Herbamaas in writing:
a. Original Herbamaas Application Form;
b. One Color Passport Size Photograph;
c. A self-attested PAN card copy
d. A Self-attested cancelled cheque / bank statement bearing Account Number & IFSC code
e. A self-attested copy of the address proof UID / Aadhaar Card preferred
5. Your KYC should be submitted to head office within 15 (Fifteen) days period, otherwise the Application shall be deemed to be terminated and your Business Operation Centre shall automatically stand terminated, without any further liability on Herbamaas. Further Herbamaas may reject the application, in whole or part for any reason, at its discretion, including but not limited to the application containing incomplete, inaccurate, false or misleading information. Any alteration or modification of the contract will be subject to rejection. For the avoidance of doubt, this contract shall be effective and valid from the date of acceptance of the Application Form by Herbamaas.
6. No Fee is charged to become Distributor(s).
7. This contract shall become effective on the date Herbamaas acknowledges and accepts the Independent Distributorship or enter the details of the Independent Distributor in Herbamaas Database. Herbamaas at its discretion may except or reject this application without any reason including incomplete inaccurate, false or misleading information in application.
8. Cooling Off Policy: That Herbamaas agrees to allow the cooling off period of 30 days from the date of purchase / signing of Contract in order to cancel the contract and to receive 100% refund for goods or services purchased.
9. Buy Back Policy: The Herbamaas agrees to allow buyback / refund of goods within 30 days of purchase of product.
10. Any Independent Distributor contravening any rules, regulation, policies, and procedures or causing any lawful loss to the company shall make this contract liable for termination with immediate effect and the company shall have the right to file appropriate civil and criminal proceedings against him / her as the case may be.
11. In case of Non-Performance by Independent Distributor for the consecutive 2 Years, Herbamaas will issue a Termination letter with a notice of 1 month to the Independent Distributor. If the Independent Distributor wishes to ask Herbamaas to review the decision of termination, he / she shall make such a request to Herbamaas in writing within thirty (30) days from the date of notice of termination. If Herbamaas does not receive such request within the thirty (30) days period, the termination will automatically be deemed final.
Independent Distributor agrees that: -
1. He / she entered into this contract as an Independent Distributor of Herbamaas, must be of 18 years and a person with sound mind capable to take decisions, independent entity, associated purely on the present contractual term, and shall have no power of authority to incur any debt, contracts, obligation or liabilities or to make any representation of any warranties on behalf of Herbamaas.
2. He / she shall not be an employee or agent of Herbamaas or in any partnership relationship with Herbamaas or any other labor relationship with Herbamaas.
3. He / she shall act as an Independent Distributor on his / her own name at his / her own responsibility for his / her account while purchasing and selling Herbamaas products.
4. He / she shall not sell any Herbamaas product for price more than Maximum Retail Price (MRP).
5. The relationship between Herbamaas and Independent Distributor shall be governed by the rules contained in this contract & Herbamaas Marketing Plan.
6. Herbamaas may amend any of the terms and conditions in this contract and its website www.herbamaas.com. If an Independent Distributor does not agrees by such amendments he / she may terminate this contract within 30 days of such publication by giving a written notice to the company. Independent Distributor’s continued relationship with Herbamaas will be considered as an acceptance to all the amendments.
7. He / she will understand the product cost or any of it is non-refundable after lapse of 30 days from the date of Registration on website as well as by this contract. The Company’s liability is limited to replace any defective material, at its own cost. If found and reported within 24 hours of delivery, via email to designated email ID of the Customer Care department or return to Herbamaas Office or closest distribution center.
8. The Independent Distributor agrees that his / her decision has been made directly by him / her and not under any influence. Before starting his / her relationship with Herbamaas he / she has read and understood all information given on the website www.herbamaas.com.
9. Herbamaas will deal exclusively with the Independent Distributor himself in respect of all business matters and will make all payments on account or return or refund through Bank transfer / account payee cheque drawn in favor of the Independent Distributor.
10. Herbamaas authorizes Independent Distributor to share, release and circulate all or part of the information set forth herein to other Independent Distributor within or outside of India.
11. He / she cannot transfer this contract or any of the right or obligations arising out of it to anybody else without prior written consent of Herbamaas.
12. He / she shall sell and deliver the product to other customers / Independent Distributors ethically and professionally.
13. He / she shall provide bona-fide supervision and training to downline Independent Distributor including on-going contact, communication, encouragement and support.
14. He / she shall be personally liable for all kind of taxes, via, or any other Government dues, levies or statuary liabilities arising due to any Earning / Income from Herbamaas.
15. He / she has applied for Independent Distributorship of Herbamaas Products according to the terms and conditions mentioned in this contract and Herbamaas Marketing Plan and are available on company’s website www.herbamaas.com.
16. He / she shall provide a photo Identification Card issued by any Central or State Govt. as proof of address and identity and PAN applicable.
17. He / she shall carry the Identification card issued to him / her by Herbamaas and will seek prior appointment with customer for initiation of sale, he / she would identify himself and Herbamaas, provide address, registration, telephone number to customer and would truthfully represent the nature of products / services in the manner consistent with the claims authorized by Herbamaas.
18. He / she understand that he / she is not supposed to pay any money to any Independent Distributor who is a part of his / her up-line and down line. He / she also understands that if any money so paid by him / her will be at his / her risk and cost and shall not create any liability against Herbamaas.
19. He / she shall not require / encourage other Independent Distributor to purchase goods / services in unreasonably large amount or to purchase any literature, training or sales demonstration equipment, nor will sell any unapproved literature / training material.
20. Independent Distributor fully understands the implications of the terms and conditions and therefore binds him / herself into a legal contract with Herbamaas Business Services Private Limited, as per the Indian Contract Act, 1872 and other applicable laws. Further, the Independent Distributors acknowledges and agrees that he / she read and abide by Herbamaas Marketing Plan (as amended from time to time) and the Direct Selling Guidelines 2016 issued by the Department of Consumer Affairs and all amendment thereto (which shall also govern the conduct and mode of business of the Independent Distributor under the present contract).
21. He / she shall not sell products / services on e-commerce platforms / market place or on any fixed retail outlet.
22. He / she shall indemnify and continue to hold Herbamaas and its Directors, Employees and Independent Distributors indemnified against all claims made by any third party or Customer prospected by him / her and any related damages and expenses including the legal expenses arising out of or connected to the conduct of Independent Distributor (in connection with false claims, promises and other assurances made by him / her which are not made by Herbamaas in writing). The liability of the Independent Distributor arising from this clause shall continue regardless of whether the action brought by such third party actually succeeds or not.
23. Any amount payable to the Independent Distributor as incentive by Herbamaas is inclusive of all taxes, by whatever name they are called, including GST, Professional Tax, Surcharge, Cess and other Taxes. These taxes shall be payable by the Independent Distributor as and when they are required to be paid as per law.
24. Herbamaas reserves the right to recover back any income paid to any Independent Distributors under the following circumstances. (a) Product returned by under Buy Back Policy, (b) Returned to any Stockiest / Franchise under any applicable law or (c) Stolen or obtained by illegal means.
25. Herbamaas reserves the full and absolute right, at any point of time, to withheld or suspend Independent Distributors benefits including but not limited to bonus, incentives, commissions, entitlements etc. In case he / she does not comply with the terms and conditions mentioned in the contract.
26. The Selling price (MRP) of any Herbamaas product is determined by Herbamaas and no Independent Distributor shall be allowed to reduce or increase the price including BV & PV by way of tempering with the selling price as affixed or decided by Herbamaas on the packing of the product. Breach of the regulation shall result in suspension or termination of Independent Distributorship by Herbamaas.
27. Herbamaas reserves the right, to revise the selling price including BV & PV Points of the product at any point of time without any prior notice.
28. Independent Distributor shall be held liable and responsible for false claims, misrepresentation, etc. about Herbamaas business, quality, quantity, content, usage or benefits of products other than those mentioned in authorized product catalogue specified by Herbamaas and all such acts shall lead to disciplinary action including suspension or termination of Independent Distributorship.
29. Independent Distributor shall not sponsor any person by improper way such as:
a. Sponsoring an Independent Distributor who is already an Independent Distributor of another group.
b. Sponsoring the spouse of a person who is already an Independent Distributor of another group.
30. Herbamaas reserves the right to take following actions if improper sponsoring is proven to have occurred.
• Independent Distributorship shall be terminated with immediate effect. If the Independent Distributor is terminated, all Independent Distributors who were improperly sponsored will be transferred to their original sponsors.
31. He / she shall not be involved directly or indirectly (including by proxy) in any activities of other direct selling companies or any other activities that will bring negative effects to Herbamaas. Herbamaas reserves the right to terminate any Independent Distributor who commits such offence.
32. In the event of doubt as to the true meaning concerning this Independent Distributorship, or any portion thereof in relation to its translated versions, the English Version shall prevail.
33. He / she is responsible for his / her Personal Income Tax liabilities, GST Registrations / Payments or any other taxes as per his / her Jurisdiction and that all commissions shall be transferred to his / her designated bank account after deducting necessary TDS, after submitting his / her Bank details, PAN and Aadhaar Card documents in lieu thereof.
34. If English / Hindi is not my first language, the content of the above affidavit and the relevant contract have been explained to me in my vernacular language and I hereby state that I have fully understood and unconditionally agree to all the terms and conditions without any force, pressure whatever of any kind.
Company’s Rights and Obligations:
1. The Company will make its products available to an Independent Distributor and shall pay him / her various incentives as set forth in Herbamaas Marketing Plan or Company Policies.
2. The Company shall comply with its obligations in accordance with this contract.
3. TDS as applicable will be deducted by the Company from the commissions paid to the Independent Distributor(s) as per the Income Tax Rules.
4. Herbamaas may terminate this contract by giving written notice for (a) breach of any term and condition of this contract (b) Non - Performance (c) If Herbamaas for any reason arrive at the decision that he / she should not be continued as an Independent Distributor.
5. Advisory: Independent Distributors should follow “Just in Time” Policy rather than to stock the product. They should buy the product if and only when customer orders the product to them.
6. In Case of dispute or any loss whether in contract, tort or otherwise the arising out of this contract liability of Herbamaas shall not exceed the lesser of any of these
a. actual damage or loss assessed by arbitrator or any other dispute resolution arrangement adopted by both the parties,
b. total commission earned by the Independent Distributor during the preceding six months of the date of dispute.
7. All disputes, questions or differences whatsoever which shall either during the substances of the contract or after the termination thereof arise the parties hereto or their respective representatives, touching these presents or the construction or the application thereof or anything herein contained shall be resolved under Indian Arbitration and Conciliation Act and / or its statutory amendments, modifications and re-enactment. The place of arbitration shall be Salem (Tamil Nadu, India) only.
8. The Parties herein irrevocably consent to the exclusive judicial jurisdiction of the competent courts of Salem (Tamil Nadu, India).
9. Herbamaas Products can be purchased by any mode of payment like Paytm / Debit Card / Credit Card / NEFT / RTGS / DD / Cheque / Cash accepted by Herbamaas company account only. Application form must be signed by Independent Distributor and Receipt and Invoice should be issued for each purchase & Independent Distributor signature would be compulsory in application form, below mentioned is a column for signature.
10. All Incentives will be paid according to Herbamaas Marketing Plan.
11. DISCLAIMER: Herbamaas expressly reserves the exclusive right to alter or amend these Rules and Regulations. Herbamaas Marketing Plan, Independent Distributor Contract as amended from time to time and any addendum as displayed on the notice board maintained in the marketing Office of Herbamaas and all such documents constitute the entire contract of the parties regarding their business relationship. Upon updation on the website or notification by display on the notice maintained in the marketing office of Herbamaas such amendments are automatically incorporated as part of this Contract between Herbamaas and the Customer and the Independent Distributors and are binding upon the parties.
