I hereby submit my Application to become an independent distributor of DHCPL products. My application and this Agreement become effective on the date accepted by DHCPL. DHCPL may accept or refuse my Application at its own discretion. I certify that I am a lawful citizen of India and that I am of legal age to enter into this agreement.
I understand that I am contracting with Deccan Healthcare Pvt. Ltd., ("DHCPL") for the right to purchase and distribute products and for the promotion of certain sales as described below. DWC the direct selling division of DHCPL has the responsibility to promote the sale of Products. Hereinafter, Deccan Healthcare Pvt. Ltd. and DWC may be referred to collectively as "DHCPL".
2. The term “Agreement” shall mean the Application and the Compensation Plan and the Distributor Policies and Procedures. I hereby agree to be bound by the Agreement.
3. Compliance with Laws.
I agree to comply with all applicable laws relevant to conduct of my activities as an independent Distributor under this Agreement. In particular, and without limitation, I must not make any actual or potentially misleading or deceptive claims in relation to doing business with DHCPL.
I understand that as an independent Distributor of DHCPL, I have the right (but not the obligation) to:
- buy from DHCPL India and offer for re-sale DHCPL Products in accordance with the Agreement in such manner as DHCPL may from time to time allow in relation to its independent Distributors generally and only on a direct selling basis and not through retail outlets except to the extent from time to time permitted by DHCPL.
- recommend persons for acceptance as DHCPL independent Distributors (subject to acceptance by DHCPL)
- if qualified, earn bonuses and other rewards pursuant to the Compensation Plan that will be awarded on the same basis as it allows to its independent Distributors generally in respect of legitimate sales of DHCPL products, and not in respect of the mere introduction of new distributors to DHCPL.
5. Independent Contractor.
DHCPL will not treat me as an employee for central or state tax purposes.
6. Bonus Payments.
I understand that I must not be in breach of the Agreement to be eligible to receive Bonuses pursuant to the Compensation Plan.
DHCPL may be required to amend the Agreement from time to time. DHCPL agrees to notify me of the amendments, which I may accept or reject. If I reject the amendments, I agree that DHCPL may choose not to renew the Agreement when its term expires.
8. Term and Termination.
The term of this Agreement is one year, subject to earlier termination in accordance with this Agreement or in accordance with law. I may renew the Agreement when notified by DHCPL. DHCPL may refuse to renew this Agreement for any reason. If this Agreement is not renewed, or if it is terminated for any reason, I understand that my right to sell DHCPL products and receive Bonuses in respect of my activities as an independent Distributor will cease.
DHCPL reserves the right to terminate this Agreement:
- at any time upon 30 days notice if DHCPL elects to: (a) cease business operations; (b) dissolve as a business entity; or (c) terminate distribution of its products via direct selling channels,
- at any time upon not less than 7 days notice and without further notice if I breach this Agreement and fail to remedy the breach before the end of the stated notice period, or
- within 30 days of the application date if I have failed to place any orders, or sponsor any new distributors.
I may cancel this Agreement at any time, and for any reason, upon emailed notice to DHCPL at email@example.com from my email account on record with DHCPL.
9. To the maximum extent permitted by law, DHCPL and its affiliates’ total liability in connection with this Agreement shall be limited to the sums paid by me for Products or the sum of RS. 450,000.00, whichever is the lower.
10. License to Use Certain Intellectual Property.
DHCPL grants to me a non-exclusive, royalty free, revocable sub-license to use the intellectual property in DHCPL’s licensed name, logo, trade marks (whether registered or unregistered), and other intellectual property rights in any materials or documents supplied by DHCPL pertaining to the subject matter of this Agreement for the purpose of promoting the products and sourcing potential customers. I agree that DHCPL may impose restrictions on my use of DHCPL’s licensed name, trade names and trademarks, logos and other intellectual property and advertising in order to protect the rights, reputation and image of DHCPL, and that such restrictions are applied to all independent Distributors generally.
I also agree to not apply singly or in association with any other party for registration of any intellectual property licensed or owned by DHCPL capable of registration but not registered and to give all reasonable assistance, at DHCPL`s reasonable cost, to assist DHCPL to register any such intellectual property.
11. No Assignment.
I may not assign any rights or delegate my duties under the Agreement without the prior written consent of DHCPL. Any attempt to transfer or assign the Agreement without the express written consent of DHCPL renders the Agreement voidable at the option of DHCPL and may result in termination of my business.
12. Release and Indemnification.
To the maximum extent permitted by law, DHCPL, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and I release DHCPL and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. I further agree to release DHCPL and its affiliates from all liability arising from or relating to:
- my, or any other Distributor’s, breach of the Agreement
- the promotion or operation of a DHCPL business by me or any other Distributor and any activities related to it, including, but not limited to, the presentation of Products or the Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc., and agree to indemnify DHCPL and its affiliates for any liability, damages, fines, penalties, or other.
- any incorrect data or information provided by me or any other Distributor to DHCPL.
- my, or any other Distributor’s, failure to provide any information or data necessary for DHCPL to operate its business; or
- awards arising from any unauthorised conduct that I undertake in operating my business. I further agree to indemnify DHCPL India for any liability, damages, fines, penalties or other awards arising from any unauthorised conduct that I undertake in operating my DHCPL business.
13. Entire Agreement.
The Agreement, in its current form and as amended by the Company, constitutes the entire contract between the Company and myself. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
Any variation or waiver by DHCPL of any breach of the Agreement must be in writing and signed by an authorised officer of DHCPL. Waiver by DHCPL of any breach of the Agreement by me shall not operate or be construed as a waiver of any subsequent breach.
If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect. 16. Delays.
DHCPL is not responsible for delays in the performance of its obligations under this Agreement when performance is made commercially impracticable due to circumstances beyond its reasonable control.
17. Governing Law.
This Agreement will be governed by and construed in accordance with the laws of Hyderabad without regard to principles of conflicts of laws.
18. Jurisdiction and Venue.
The parties consent to jurisdiction and venue before the courts of Hyderabad jurisdiction only, for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration.
19. Limitation of Action
If a Distributor wishes to bring an action against DHCPL India for any act or omission relating to or arising from the Agreement, such action must be brought within ninety (90) days from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against DHCPL India for such act or omission. Distributor waives all claims that any other statutes of limitations apply.
20. Proof of address.
In order to be eligible for the payment of bonuses as described in the Compensation Plan, proof of address is required for Indian citizens (non-citizens are prohibited by law from participating). Failure to provide satisfactory proof of address within 30 days of entering into this Agreement shall be deemed a breach and DHCPL may terminate the Agreement without notice.
21. No monies for the DHCPL Compensation Plan shall be paid if the PAN card is not verified. No payments shall be made to distributorships outside of India.