Direct Seller’s Agreement
Terms & Conditions
It’s document of the Terms & Conditions prepared for Direct Seller which are included in
Seller Agreement. Here Direct Seller is known as Mission Herbal Distributor
MHD is a Direct Seller involved in direct sales of the products and services of
company named Frugana Health Care Private Limited. In this Mission Herbal
Distributor (MHD) Agreement with the company, all the Terms and Conditions are
mentioned hereunder as per the MLM Guidelines issued by the Govt. of India, Ministry
Consumer Affairs, Food & Public Distribution, Department of Consumer Affairs vide F.
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
and if he/she agrees and accept these, he/she shall put his signature in the column
hereunder as token of his/her consent. Choosing the sponsoring and consent to join the
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
Mission Herbal Distributor (MHD) 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:
“Network of Direct Selling” shall mean any system of distribution or
marketing adopted by direct selling entity to undertake direct selling business and
shall include the multi level marketing method of distribution of goods and
“Direct Selling Entity” means an entity which sells or offers to sell
products or services through an MHD. The company M/s Frugana Health Care Private
Limited is the direct selling entity. In case “FRUGANA” word is used at
company’s website, in any publication, literature, marketing plan etc. of the
company then meaning of “FRUGANA” word shall be interpreted as M/s Frugana
Health Care Private Limited.
“Direct Seller” means a person (Individual Indian Citizen only) appointed or
authorized, directly or indirectly, by a direct selling entity to undertake direct
selling business on principal-to-principal basis. Here Direct Seller is named as
Mission Herbal Distributor (MHD).
“Direct Selling” means marketing, distribution and sale of goods or providing
of services as a part of network of direct selling.
“MHD ID” means unique identification number issued by the company to the
direct seller as a token of acceptance of his/her application for direct selling of
the goods/services of the company. No communication will be entertained without
unique ID and password. Direct Seller shall preserve the Unique ID and Password
properly as it is “must” for login on the website.
“Cooling-Off Period” The duration of time counted from the date when the
direct seller and the direct selling entity enter into an agreement and ending with
the date on which the contract is to be performed and within which direct seller may
repudiate the agreement without being subject to penalty for breach of contract.
Here the Cooling off Period is of 30 days from the date entry into this agreement.
“MHD Identity Card” The MHD will get an Identity Card within 45 days from the
date of signing the agreement.
“MHD Startup Training Programmed” MHD gets a counseling and training
programmed on “MHD Startup Training Programmed -What & How” by our Training
Academy. It is totally focus on the Frugana Business Opportunity and skills
required to get success. It will be conducted within 45 days from the date of
agreement which will be free of cost. It may be conducted in a classroom, online, or
any other medium which entirely depends upon the number of MHDs in that particular
state, district or region.
“Website” means the official website of the company i.e. www.fruganahealth.com or www.fruganabusiness.com or any other
website, which the company may notify time to time.
THE APPOINTMENT AND UNDERSTANDING
The Company upon scrutiny and verification of the Application may register the
Applicant as “Mission Herbal Distributor (MHD)” for selling the products
/services of the Company. The Company shall be at liberty to accept or reject the
application at its discretion without assigning any reason whatsoever. Allotment of
password and MHD ID by the company shall be construed as the registration of
Mission Herbal Distributor (MHD).
The applicant hereby covenants as under:
That he has clearly understood the marketing methods/plan, the incentive
plan, its limitations and terms & conditions. He/she agrees that he/she is
not relying upon any misrepresentation/s or fraudulent inducement or
assurance or commitment that is not set out in the terms and
conditions/marketing plan/incentive plan or any other officially printed or
published materials of the Company.
Relation between the Company and the MHD shall be governed, in addition to
these terms & conditions, by the rules and procedure mentioned in the
marketing plan, available on website or provided by the company in any
manner. The MHD further confirms that he/she has read and understood the
terms & conditions carefully and agrees to be bound by them.
MHD is an independent contractor, and nothing contained in these terms &
conditions shall be construed to
Give any party the power to direct and control the day-to-day
activities of the other.
Constitute the parties as partners, joint ventures, co-owners or
Allow MHD to create or assume any obligation on behalf of Company
for any purpose whatsoever.
MHD is not an employee of Company and shall not be entitled to any
employee’s benefits. He/she shall be responsible for paying all taxes
whether direct or indirect including but not limited to Income Tax, GST,
Service tax and other taxes chargeable to MHD on amounts earned hereunder.
All Legal, Statutory, financial and other obligations associated with MHD’s
business shall be the sole responsibility of MHD.
It is made and understood in very clear terms that MHD is not an Agent,
Employee nor an authorized representative of the Company or its service
providers. He is not authorized to receive/accept any amount/payment for and
on behalf of the Company and any payment received by him/her from any party
shall not be deemed to be received by the Company.
MHD, hereby declare that all the information furnished by him/her are true
and correct. The Company shall be at liberty to take any action against the
MHD in case it is disclosed at any stage that the MHD has furnished any
wrong/false/misleading information to the Company or other MHDs.
If any relative as defined under the provisions of Income Tax Act, 1961 or
defined under the provisions of Companies Act, 2013 of existing direct
seller desire to become MHD then he/she shall disclose the relationship with
existing MHD to the company. It is company’s sole discretion to accept or
reject the application of such relative.
The MHD shall enjoy the following privileges:
To get Incentive for effecting sale of goods /products of the Company as per
Without territorial restriction to sale the products/services in India.
To search and inspect his/her account on website of the Company through the
MHD ID and password issued by the Company.
Incentive of the MHD shall be in proportion to the volume of performance by
the MHD either by his personal efforts or through his /her team as
stipulated in the marketing plan of the Company.
The MHD shall be entitled to a cooling off period of 30 days from the date
of acceptance of this terms & conditions without any punishable clause.
The MHD shall have the option to return the currently marketable products
purchased by him/her within 30 days from the date of the purchase. Such
return shall be governed by the return policy published on the website of
OTHER GENERAL TERMS AND CONDITIONS
MHD shall use his/her best efforts to promote the sale of products and
services and maximize them. MHD shall also provide reasonable assistance to
the Company in promotional activities. He/she will assist the company by
taking part in all promotional events; use the marketing inputs judiciously
for maximizing orders for the company. He /she shall offer accurate and
complete explanations and demonstrations of products and services, price,
payment terms, return policies etc. to a prospective consumer. He/she shall
also take care for all obligations; provisions, terms and conditions etc. of
the model guidelines on direct selling 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.
The Company reserves its right to withheld/block/suspend the MHD in the
event if he /she fails to provide any detail as desired by the Company from
time to time including but not limited to his/her PAN (Permanent Account
In case the MHD loses his contractual capacity due to any reason or in case
of his /her death either his nominee or one of the legal heirs with the
written consent of all the legal heirs may join the Company as MHD in place
of the deceased provided he applies in prescribed form and undertakes to
abide all rules and regulations, terms and conditions etc. in the same
manner as that of original MHD. In case of failure to arrival at such
consent within six months from the date of death of the MHD or losing
his/her contractual capacity, the Company shall be at liberty to terminate
the MHD ID. For this period the Company will keep his/her MHD ID in
MHD shall be sole responsible for all the arrangements, expenses, permission
from local authorities, complying with rules of Central Government, State
Government, local body or any other Government body for the meetings and
seminars or any other event conducted by the MHD. Here the company shall not
be responsible anyway.
MHD is prohibited from listing, marketing, advertising, promoting,
discussing, or selling any product, or the business opportunity on any
website/online portal/mobile application/online forum/or any other manner
that offers like auction as a mode of selling.
The MHD hereby undertakes not to compel or induce or mislead or undue
influence any person with any false statement /promise to purchase products
from the Company or to become MHD of the Company.
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 MHD from the date of such modification/notification. If the MHD
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 MHD 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 MHD 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 MHD.
Indemnification by MHD
The MHD 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 MHD pursuant
to these terms & conditions.
Additional Responsibilities of MHD
Expense of Doing Business
MHD 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 MHD other than
sales incentive earned by the MHD as per the Marketing Plan.
Use of Marketing Material with Prior Permission
Use of company logo, product logo, any advertising / promotion /
marketing activity conceived originally by the MHD shall be first
approved in writing by the company before being used / implemented.
MHD shall notify the Company of any Customer's complaints regarding
either the Products or the services by the MHDs and immediately forward
to the Company the information regarding those complaints.
During the term of association
During the term of association as MHD with Frugana Health Care
Private Limited, MHD shall and / or his/her relative as defined
under these terms & conditions elsewhere not represent, promote
otherwise try to do direct selling activities that, in Company's
judgment, compete with its direct selling activities.
After the termination
For a period of 12 months after the MHD is no longer in
arrangement with the Company, the MHD 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.
TERMINATIONS AND CESSATION
The Company shall be at complete liberty to terminate the direct seller-ship in
occurrence of any of the following event:
Where an MHD is found to have made no purchases by himself/herself of products and
services for a period of 30 days since the date of joining the direct seller-ship.
It is mandatory to purchase products within this fixed period to get any kind of
discounts, incentives or other benefits.
Where an MHD failed to comply with any terms and conditions.
Where information given by an MHD found wrong/false/misleading.
Where an MHD migrate to the other country.
Where an MHD migrate to the other country.
Where an MHD resign voluntarily.
Where company deem it necessary to terminate the MHD in the interest of
company’s business or in the interest of others MHDs connected in his/her
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, MHD shall return all such
items to the company. MHD 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 seller-ship, MHD shall cease to use all trademarks, marks and
trade name of the Company.
The company is free to review the performance of MHD at timely intervals. Any MHD
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
MHD 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. MHD 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 MHD whether or not
it considers any particular information or materials to be confidential. MHD 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 MHD of any confidential information
of the Company.
RECOURSE AND JURISDICTION
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.
DISPUTE RESOLUTION AND ARBITRATION
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 MHD 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, labor 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