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It’s the Terms & Conditions prepared for direct seller which are included in the seller agreement. Here direct seller is known as Frugana Business Owner (FBO ). FBO is a direct seller involved in direct sales of the products and services of the company named Frugana Health Care Private Limited. In this Frugana Business Owner(FBO) agreement with the company, all the Terms and Conditions are mentioned hereunder as per the MLM guidelines issued by the Govt. of India, Ministry of Consumer Affairs, Food & Public Distribution, Department of Consumer Affairs vide F. No. 21/18/2014-IT (Vol-II) dated 9th Sept., 2016 and supersedes any prior terms and conditions, discussions or agreements between company and direct seller.
The applicant intending to become direct seller shall go through these terms and conditions and if he/she agrees and accept these, he/she shall put his signature in the column provided hereunder as token of his/her consent. Choosing the sponsoring and consent to join the group is exclusive decision of applicant. There is no role or any suggestion of the company in taking such decision by the applicant. Further there is no any charge for becoming a Frugana Business Owner (FBO) of the company. The company exclusively uses its website to display the details of the products, marketing plan, sales incentives and business monitoring etc.
As used herein, the following terms shall have the meanings set forth below:
Modification of The Terms and Conditions
Notwithstanding anything stated or provided herein, the company reserves the complete and unfettered rights and discretion to modify, amend, alter, or vary the terms and conditions, products, marketing plan, business and any other policies at anytime without any prior notice. Modification shall be published through the official website of the company or any other mode as the company may deem fit and proper and such modification/amendment shall be applicable and binding upon the FBO from the date of such modification/notification. If the FBO does not agree to such amendment, he/she may terminate his/her direct seller-ship within 30 days of such publication by giving a written notice to the company to such effect. Without any objection to such modifications/alterations, if FBO continues his/her activities, it shall be deemed that he/she has accepted all modifications and amendments in the terms & conditions.
The company shall pay to the FBO sales incentive as prescribed in the marketing plan. The marketing plan shall be available at website of the company. The sales incentive will be subjected to the relevant taxes as applicable. The company reserves its right to revise the rate of sales incentive from time to time. The company does not guarantee/assure any particular or fixed facilitation fees or fixed income to the FBO.
Indemnification by FBO
The FBO hereby indemnify the company, its employees, directors, agents, and each of their affiliates (the “indemnified persons”) against, and agree to hold them harmless from, any and all damages (including any claim, charge, action, depletion or diminution in value of the assets of the company, loss, liability and expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (hereinafter referred to as “loss”) incurred or suffered by the indemnified persons and arising out of or relating to any misrepresentation, negligence, malfeasant acts or breach of warranty, or any breach of any covenant or agreement made or to be performed by the FBO pursuant to these terms & conditions.
Additional Responsibilities of FBO
FBO shall bear the cost and expense of conducting its business in accordance with these terms and conditions. The company will not entertain any re-imbursement on any expense made by the FBO other than sales incentive earned by the FBO as per the marketing plan.
Use of company logo, product logo, any advertising / promotion / marketing activity conceived originally by the FBO shall be first approved in writing by the company before being used / implemented.
FBO shall notify the company of any customer's complaints regarding either the products or the services by the FBOs and immediately forward to the company the information regarding those complaints.
(a) During the term of association
During the term of association as FBO with Frugana Health Care Private Limited, FBO shall and / or his/her relative as defined under these terms & conditions elsewhere not represent, promote or otherwise try to do direct selling activities that, in company's judgment, compete with its direct selling activities.
(b) After the termination
For a period of 12 months after the FBO is no longer in arrangement with the company, the FBO or through his relative will not, directly or indirectly, either as proprietor, stockholder, partner, officer, employee or otherwise, distribute, sell, offer to sell, or solicit any orders for the purchase or distribution of any products or services which are similar to those distributed, sold or provided by the company.
The company shall be at complete liberty to terminate the direct seller ship in occurrence of any of the following event:-
Return of materials. All of company's trademarks, trade names, data, photographs, literature, and sales aids, all kind of customer related database and any other information generated shall always remain the property of the company. Within five (5) days after the termination of direct seller ship, FBO shall return all such items to the company. FBO shall not make or retain any copies of any confidential items or information that may have been entrusted to it. Effective upon the termination of direct sellership, FBO shall cease to use all trademarks, marks and trade name of the company.
The company is free to review the performance of FBO at timely intervals. Any FBO not performing to the full satisfaction of the company in terms of securing new orders, in compliance of company's policies and terms and conditions is liable to be terminated.
FBO acknowledges that by reason of its relationship to the company hereunder, it will have access to certain information and materials concerning company's business plans, customers, technology, and products/services that is confidential and of substantial value to the company, which value would be impaired if such information were disclosed to third parties. FBO agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by the Company. The Company shall advise FBO whether or not it considers any particular information or materials to be confidential. FBO shall not publish any description of the products/services beyond the description published by company and without the prior written consent of the company. In the event of termination, there shall be no use or disclosure by FBO of any confidential information of the company.
The terms and conditions stipulated in the forgoing paragraphs shall be governed in accordance with the law in force in India. Subject the arbitration clause of these terms & conditions, all disputes, either civil or criminal in nature, shall be subject to the exclusive jurisdiction of the courts in Ahmedabad, Gujarat only and nowhere else.
If any dispute arises between the parties in connection with or relating to these terms & conditions, including the validity, interpretation, implementation, termination, or alleged material breach of any provision thereof, the parties hereto shall endeavor to settle such dispute amicably. In the event any dispute is not amicably settled within a period of 30 (thirty) days after any party has given notice to the other parties of the existence of such dispute and requiring an amicable settlement thereof, the same shall be, at the request party, settled by arbitration.
Any arbitration in these terms & conditions shall be conducted by a sole arbitrator appointed mutually by all disputing parties, or in case of disagreement as to the appointment of the sole arbitrator, by a panel of three (3) Arbitrators, of which the Company shall appoint one (1) arbitrator, the FBO shall appoint the second Arbitrator and the third Arbitrator shall be appointed by the two appointed Arbitrators. The Arbitration proceedings shall be governed by the arbitration and Conciliation Act, 1996. Each Party shall bear its own cost of arbitration.
The arbitration proceedings shall be held in Ahmedabad,Gujarat, India. The arbitration proceeding shall be governed by the Laws of India. The proceedings of arbitration shall be in English language. The arbitrator’s award shall be substantiated in writing. The arbitrator may also award costs.
Any decision of the arbitrators will be final, binding and incontestable. The parties agree that no party shall have any right to commence or maintain any suit or legal proceedings (other than for interim or conservatory measures) until the dispute has been determined in accordance with the arbitration procedure provided herein and then only for enforcement of the award rendered in the arbitration. Judgment upon the arbitration award may be rendered in any court of competent jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The parties hereby waive any application or appeal to any court of competent jurisdiction to the fullest extent permitted by Law in connection with any question of Law arising during the course of arbitration or any award made.
The Company shall not be liable for any failure to perform its obligations where such failure has resulted due to Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, acquisition of the company’s asset by the government to any other government/semi government agency, civil/financial emergency by the government, any other government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity, Raw Material Supply Constraint, or any type of redirection by Government (Central and / or State), Local Authority or any other government department.