Direct Seller’s Agreement

Terms & Conditions

It’s document of the Terms & Conditions prepared for Direct Seller which are included in the Seller Agreement. Here Direct Seller is known as Mission Herbal Distributor (MHD). MHD is a Direct Seller involved in direct sales of the products and services of the 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 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 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.

DEFINITIONS

As used herein, the following terms shall have the meanings set forth below:

1. “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 services.
2. “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.
3. “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).
4. “Direct Selling” means marketing, distribution and sale of goods or providing of services as a part of network of direct selling.
5. “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.
6. “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.
7. “MHD Identity Card” The MHD will get an Identity Card within 45 days from the date of signing the agreement.
8. “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.
9. “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).

1. The applicant hereby covenants as under:

   1. 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.
   2. 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.
   3. MHD is an independent contractor, and nothing contained in these terms & conditions shall be construed to
      1. Give any party the power to direct and control the day-to-day activities of the other.
      2. Constitute the parties as partners, joint ventures, co-owners or otherwise, or
      3. Allow MHD to create or assume any obligation on behalf of Company for any purpose whatsoever.

   4. 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.
   5. 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.
   6. 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.
   7. 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.

2. The MHD shall enjoy the following privileges:

   1. To get Incentive for effecting sale of goods /products of the Company as per marketing plan.
   2. Without territorial restriction to sale the products/services in India.
   3. To search and inspect his/her account on website of the Company through the MHD ID and password issued by the Company.
   4. 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.
   5. 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.
   6. 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 the company.

OTHER GENERAL TERMS AND CONDITIONS

1. General Duties

   1. 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.
   2. 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 Number) details.
   3. 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 abeyance.
   4. 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.
   5. 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.
   6. 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.

2. 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.

3. Sales Incentive

   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.

4. 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.

5. Additional Responsibilities of MHD

   1. 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.

   2. 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.

   3. Customer Complaints

      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.

   4. Non-Compete
      1. 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 or otherwise try to do direct selling activities that, in Company's judgment, compete with its direct selling activities.

      2. 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:

1. 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.
2. Where an MHD failed to comply with any terms and conditions.
3. Where information given by an MHD found wrong/false/misleading.
4. Where an MHD migrate to the other country.
5. Where an MHD migrate to the other country.
6. Where an MHD resign voluntarily.
7. 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 group/teams:
   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 terminated.

CONFIDENTIALITY

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.

FORCE MAJEURE

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 government department.