DIRECT SELLER E-CONTRACT
AGREEMENT
This agreement is agreed and
accepted electronically &online by and between the executing parties (Hereinafter
mentioned and referred to as Direct Seller and the Direct selling Entity which
expressions shall mean and include their respective legal heirs, assigns,
successors, administrators and undertakers) .
Be known that this Contract
agreement is executed and entered into in accordance with the provisions of
India Contract Act and Consumer Protection (Direct selling) Rules, 2021
(Hereinafter referred to as the Rules)
WHEREAS the Direct
Seller has voluntarily out of his / her own accord, sweet will and without any
coercion whatsoever, mental or physical, offered to join the Direct Selling
Network business of the Direct selling entity named EMWI Marketing
(OPC) Private Limited, (registered under the
Companies Act, 2013 having Registration No. U74999KA2019OPC130907
and Registered Office at 456/9 & 456/10 & 456/13 , City Tower,
Salmara Karkal, Udupi- 574104, Karnataka, India.
AND WHEREAS the
Direct selling entity is engaged in “Direct selling business” which means
marketing, distribution and sale of goods or providing of services through a
network of Direct Sellers at Multi-levels as per its prescribed Business /
Compensation Plan (Which many be read as part and parcel of this agreement as
the same is not being reproduced here for the sake of brevity) not falling
under the Pyramid or Money circulation scheme.
AND WHEREAS
the Direct seller, named below along with his/her KYC particulars therein has,
after being explained all the provisions of the said Business/Compensation
Plan, product details and the present E-contract Agreement in the vernacular
language known to him by
Sh._______________________________________________________, ID
No._______________, duly ascertained and satisfied by visiting the Direct
Selling entity’s website: www.emwifashion.com, has voluntarily offered to join the business of the Direct
Selling entity and resolved to enter into this E-contract agreement, hence this
deed.
NOW
THEREFORE THIS DEED COVENANTS AS UNDER:
1.
The Direct selling entity hereby declares that it is fully
compliant to the Consumer Protection Act, 2019, Consumer Protection (Direct
Selling) Rules, 2021, Legal Metrology Act, 2009, E-commerce Rules, 2009 and all
other Rules and laws applicable to an Indian Direct Selling Entity.
2.
The Direct selling entity assures and the Direct seller
agrees that this E-contract agreement has no provision that a Direct seller will receive remuneration or
incentive for the recruitment / enrolment only of new participants.
3.
The Direct selling
entity also assures and the Direct Seller agrees that it does not require a
participant to purchase goods or services for a amount that exceeds the
amount for which such goods or services can be expected to be sold or resold to
consumers.
4.
The Direct selling entity also assures and the Direct Seller
agrees that it does not require a participant to pay any entry / registration
fee, cost of sales demonstration equipment and materials or other fees relating
to participation in the Direct selling entity’s Direct selling business.
5.
That the Direct
seller here in
assures that it has ascertained from the Business/Compensation plan provided by
the Direct selling entity (The same many be read as part and parcel of this
E-contract agreement as the same is not being reproduced here for the sake of
brevity), the stipulated amount of any or all types of Incentives, rewards,
etc. including financial and non-financial benefits payable to the Direct
seller are calculated only and only on the basis of effective sale, marketing
and distribution of products and in no wanyon the basis of recruiting / sponsoring / introducing another
Direct seller.
6.
Cooling Off Policy: That the Direct selling entity allows or
provides to the Direct seller herein a reasonable cooling
off period in accordance with clause 3 (b) of the Rules, as per Cooling Off
policy annexed herewith which many be read as part and parcel of these
covenants as the same is not being reproduced here for the sake of brevity.
7.
Buyback Policy: That the Direct selling entity allows or provides for a buy
back or repurchase policy for “currently marketable” products sold to the
participant at the request of the participant , as per “Buy-back Mechanism”
annexed which many be read as part and
parcel of these covenants as the same is not being reproduced here for the sake
of brevity.,
8.
That the Direct seller here in agrees that the Direct selling
entity has established a “Grievance Redressal Mechanism” for consumers and
Direct sellers to redress their grievances and complaints, annexed here with
which many be read as part and parcel of these covenants as the same is not
being reproduced here for the sake of brevity.
9. The Direct selling entity herein
declares and the Direct seller herein accepts that the entity does not require, invite or
solicit a Prospect or would be Direct seller to invest money in any form
whatsoever to participate in its Direct selling business. The Direct seller shall however be required
to bear the cost of products purchased by him / her and does not include any
provision that the Direct seller herein will receive compensation for the
recruitment of other participants to participate. That he / she will
receive compensation derived only and only from the sale, marketing and
distribution of products, in accordance with the business/compensation plan
provided and prescribed by the Direct selling entity, to which the Direct
seller hereby agrees to whole of this covenant in letter and spirit.
10.
That the Direct selling entity will provide all support to
the Direct seller in delivery of the products through Franchisee / Pick-up
centres / Available Courier/Transport or any other Logistics Service for
maintaining effective support system.
11.
That by accepting the Offer of the Direct Seller herein the
Direct Selling entity requires him / her to do and complete the following
steps. An Individual / Firm / entity eligible to enter into a contract as
per the provisions of the India Contact Act, 1872 and wish to become a Direct
seller of the Direct selling business of the entity herein, can apply to become
a Direct seller for marketing and selling of Direct selling entity’s product on
pan India basis, in prescribed form through online method.
a.
Fill the application form online and upload self-attested
scanned KYC documents.
b.
Accept the terms and condition of this E-contract agreement
by clicking on “I AGREE AND ACCEPT” button below.
c.
On the completion of the above process, the Direct Seller can
take a printout of this agreement.
d.
Upon the execution of this agreement and after the
verification of all the KYC documents uploaded through the above process, the
applicant shall be accepted as a Direct seller of the Direct selling entity’s
business and a Unique Identification number and password shall be allotted to
the applicant, to allow him / her to log on to access his/ her
own personal account maintained by the company on its website.
e.
That the Direct seller shall submit the following
self-attested documents in
hard copy to the Direct selling entity within SEVEN
days’ from the date of execution of this
Agreement (Including the acceptance of terms of this agreement) already
accepted and agreed upon by clicking on “I AGREE AND ACCEPT ” button at the
bottom of these presents (agreement)
f.
That the Direct selling entity upon scrutiny and verification
of the Application and KYC particulars may re-consider its decision and reject
application of the Direct seller herein, to which the Direct seller hereby
agrees. The Direct selling entity shall
have sole discretion and shall be at liberty to reject his / her direct selling
unique ID number, if the KYC and other documents in hard copy are found
unsatisfactory, mollified. Forged or not conforming to Government guidelines
prescribed for this purpose.
g.
That the KYC shall include but not limited to verified proof
ofaddress, proof of identity, and PAN as per the provisions of the Income Tax
Act, 1961, as follows, duly issued by the Government of India or a State/UT
government.
i. Aadhaar Car
ii. Voter ID Card
iii. Passport
iv. Ration card
v. Any other identity document
issued by the State/UT or central government which can be verified online.
vi. Additional Documents required for Applicant in
case of a company or firm::
1.
CIN or
Registration Certificate, MOA & AOA or Partnership Deed, as the case any
be;
2.
PAN, GSTIN, FSSAI ( wherever applicable)
3.
List of
Directors/Partners of the applicant
entity
4.
Board
Resolution/Authorization in favour of the Director/Partner signing and
executing this E-Contract agreement and Application
h) The Direct seller herein
declares that he/they has/have not been declared a bankrupt by a competent
court of law as provided under clause (3) of section 79 of the Insolvency and
Bankruptcy Code, 2016 and that he/she is neither in litigation nor convicted by
any court of law in preceding five years” of the date of joining the Direct
selling entity’s business herein.
12.
Scope of the Work:
a.
That the Direct seller shall market, distribute and sell the
products of the Direct selling entity using word of mouth publicity, display
and demonstration of the products, distribution of pamphlets, and door to door
selling to consumers and prospective Direct sellers.
b.
That the Direct selling entity shall be exclusive owner of
the name and logo of the Direct selling entity. The Direct seller shall not use
the trademark, logo type and design anywhere without prior written permission
from the Direct selling entity. This permission, if given, can be
withdrawn at any time by the Direct selling entity. Violations if any, shall be
termed as violation of this agreement and many result in termination of this
agreement and Direct seller-ship of the Direct seller, penal actions under the
prevailing IPR laws and Rules at the sole discretion of the entity herein to
which the Direct seller herein agrees.
c.
That the Direct seller shall not manipulate, alter, amend,
add or delete any provisions of the Entity herein Business Plan, pricing of
products, PV/BV points etc., in any way whatsoever and shall not send, transmit
or otherwise communicate any messages to anybody on behalf of the Direct
selling entity, contrary to entity’s policies, principal, instructions and
prescriptions without prior written authorization and permission for the same
by the Direct selling entity.
d.
That the Direct seller will get specified percentage / points
based Incentives pertaining to the sales for selling the Direct selling
entity’s products directly or indirectly under this E-contract Agreement.
e.
That the Direct selling entity hereby covenants that it shall
provide to the Direct seller with complete instruction book(s), catalogues,
pamphlets for promoting sales, marketing and distribution and shall provide
mandatory orientation training.
f.
That the Direct selling entity shall issue photo identity
cards to Direct seller. This photo identity card shall be returned by the
Direct seller to the Direct selling entity at the expiry / termination /
revocation of this agreement and/or shall be destroyed but shall not be misused
in any way or form whatsoever. The identity card shall contain the Name &
Unique ID number (FSSAI Number, if applicable) of the Direct seller.
g.
The Direct seller will not be authorized to collect any type
of cash/cheque/ demand draft in his own name, on behalf of the Direct selling
entity. All cheques / demand drafts etc. should be drawn in the name of the
Direct selling entity only and the same should be deposited with the Direct
selling entity’s office or other offices as many be specified by the Direct
selling entity, within 24 hours of the time of receipt. Direct seller shall hold the said cash
collection / cheque / DD in trust for and on behalf of the Direct selling
entity. Upon failure to deposit the said cash collection / cheque / DD, Direct
seller shall be liable to pay damages / compensation and Mesne-profit, if any.
The receipt / invoice issued by the Direct selling entity only would be valid
documentary evidence in the hand of the consumer. It means Direct seller would
not be authorized to issue any receipt / invoice on behalf of the Direct
selling entity.
h.
That the Direct selling entity may open following facilities
for sale of its products:
i. Online Portal / E-commerce
ii. Stores (Retail Outlets)
iii. Authorized Sales Point /
Pickup Centre
i.
That a Direct seller is not authorized to sell any product of
the Direct selling entity herein one-commerce platform / marketplace., without
prior written consent, permission or authorization of the entity herein The
Direct seller is also prohibited from listing, marketing, advertising,
promoting, discussing, or selling any product, or the business opportunity on
any website or online forum that offers auction as a mode of selling.
13. Sales Incentives / Commission
Structure or other Benefit: The Direct seller shall be
eligible for the following financial incentives and/or privileges:
a.
Incentives on the sales, marketing and distribution of
products and/or services by the Direct Seller and his/her team or network of
Direct Sellers, as per the Business/ Compensation Plan of the entity herein,
annexed herewith but not being reproduced here for the sake of brevity.
b.
Direct seller can Market, sell or distribute Direct selling
entity herein’s Products on Pan India basis. There is no territorial
restriction or limit to sell the products.
c.
He / she can always check and inspect his / her account on
the Direct selling entity’s website by using his/her Unique ID and Password
allotted to him / her by the Direct selling entity.
d.
That the Direct selling entity reserves the right to restrict
the list of products for a particular area / region.
e.
That price revisions, Government directives, market forces etc.,
many tend and force the entity herein to change the Direct selling entity’s
Sales Incentive policy and the Direct selling entity’s decision in this regard
will be final and binding. In all such cases, the amendments will be notified
on the Direct selling entity’s website and such notifications shall be binding
on the Direct seller. However, if any Direct seller does not agree to be bound
by such amendment, he / she many terminate this agreement within 30 days of
such publication by giving a written notice communicating his / her objections,
if any, to the Direct selling entity. Without submission of the objection for
modification etc., if a Direct seller continues the Direct Selling business and
activities of the entity herein then it will be deemed and presumed that he /
she has accepted all modifications and amendments in the terms & conditions
for future.
f.
That all payments and transactions shall be valued in India
Rupees (INR).
g.
That the Direct selling entity does not guarantee / assure /
promise or offer any facilitation fees or any amount or quantum of income
whatsoever to the Direct seller on account of becoming a Direct seller of the
Direct selling entity.
h.
That Sales Incentives to the Direct seller shall be subject
to all statutory deductions as applicable like TDS etc.
i.
That Sales Incentive accrued and paid to the Direct seller is
inclusive of all taxes.
14.
That the Direct selling entity shall provide accurate and
complete information to prospective and existing Direct sellers concerning the
reasonable amount of earning opportunity and related rights and obligations.
15.
That the Direct selling entity shall pay all dues to the
Direct seller and make withholdings, if any, in a commercially reasonable
manner.
16.
That Direct selling entity does not require a Direct seller
to maintain an office or establishment in furtherance of his / her
entrepreneurship and if a Direct seller does so then he / she himself / herself
will be responsible to bear such expenses and the Direct selling entity will in
no way be responsible to refund or reimburse the same.
17.
That Direct seller covenants with the Direct selling entity
that it will exclusively engage in the sale of the Direct selling entity’s
products and shall not indulge in the sale of similar / identical products of
any other entity/brand whatsoever.
18.
That Unique Identification Number will have to be quoted by
the Direct seller in all his / her transactions and correspondence with the
Direct selling entity. The Unique Identification Number once allotted cannot be
altered at any point of time. That No communication will be entertained without
Unique Identification Number and password. Direct seller shall preserve the
Unique Identification Number and Password properly as it is must for logging on
to the website of the entity herein.
19.
That the Direct seller shall be faithful to the Direct
selling entity and shall uphold the integrity and decorum to the Direct selling
entity and shall maintain good relations with other Direct seller and customers
also.
20.
That the Direct seller shall abide with policies, procedures,
rules and regulations prescribed by the Direct selling entity as well as all
laws, rules, regulations, directives and Guideline issued by Government of
India, a State Government, a Local body, a Court of Law and local
administration, from time to time. A Direct seller will also not indulge in any
deceptive or unlawful trade practices such as Mis-selling or Unfair Trade
Practices as mentioned in clauses 3(f, g, and i) as defined in the Rules and Clause
2(1), (18), (20) (41) to 4(43) and (47) of the Consumer Protection Act, 2019
and if does so then he / she shall be only and solely responsible for the
consequences and perils thereof.
21.
That the Direct seller shall be liable to produce / show /
explain the Business/Compensation
Plan to the prospects as has been received by
him / her. If the Direct selling entity
notices that the Direct seller is working in a way not permitted / authorized,
then the Direct selling entity shall have exclusive powers to terminate or bar
him / her from the Direct selling entity’s Direct selling business with or
without giving a show cause notice.
22.
That the Direct seller cannot conduct or announce personal
level business promotion activities by offering cash rewards, trips, valuables,
etc.
23.
That the Direct seller is personally liable for delivery of
goods to its customers. He is also liable to collect products from where it
reaches last by the transporter/courier.
24.
That the Direct seller is prohibited from mentioning /
posting / telecasting any inappropriate or defaming content about the Direct
selling entity, its products, etc. in any social media platforms. If he / she
does any act in contravention to this clause, then this contract agreement will
be deemed terminated and the Direct selling entity reserves rights to initiate
appropriate legal action against him / her.
25.
That only one Direct seller-ship code shall be issued on
one PAN Card.
26.
That the Direct seller hereby undertakes not to compel or
induce or mislead any person with any false statement / promise to purchase
products from the Direct selling entity or to become Direct seller of the
Direct selling entity.
27.
All statutory changes will be in force with immediate effect
or as per the law prescribed.
28.
Any notice or correspondence/s addressed and sent to the
Direct seller’s registered address, E-mail ID and Mobile Number mentioned in
the Application Form for registration as Direct seller by registered post or a Courier Service or E-mail or
What’s-ap message shall be construed as legally delivered to the addressee.
However, it is advisable that every Direct seller shall immediately inform the
Direct selling entity about the change in his / her address, E-mail ID and
Mobile Number failing which the Direct seller’s non-deliverance claim shall not
be tenable at any cost whatsoever.
29.
The term of this E-contract agreement is at will, subject to
earlier termination in accordance with this E-contract agreement or in
accordance with law. If this E- Contract Agreement is terminated for any reason
whatsoever, the Direct seller understands that his / her right to sell the
products and receiving incentives with respect of his/her activities as a
Direct seller will cease immediately. Direct selling entity reserves the right
to terminate this E-contract agreement if any condition(s) of this E- Contract
Agreement are violated by a Direct seller.
30.
Limitation of Action: If a Direct seller wishes to
bring any grievance to the notice of the Direct selling entity he can do so as
per the “Grievance Redressal Mechanism” annexed to this agreement many be read
as part and parcel of this agreement as the same is not being reproduced here
for the sake of brevity.
31.
The Direct seller herein
declares that neither he has been convicted nor faced any litigation or has
been declared Bankrupt by a competent court of law during the five years
preceding to entering into this contract agreement.
32.
Indemnification: That the Direct seller agrees to protect, defend,
indemnify and hold harmless Direct selling entity and its employees, officers,
directors, agents or representatives from and against any and all liabilities,
damages, fines, penalties and costs (including legal costs and
disbursements)arising from or relating to:
·
Any breach of any statute, regulation, direction, orders or
standards notified by any governmental body, agency, or regulator applicable to
the Direct Seller including payment and deposit of taxes; on account of Income
tax, GST, Trade tax, Professional Tax, whenever applicable and shall obtain
necessary registrations/licenses whenever applicable and required under law.
·
Any breach of the terms and conditions of this E-contract
agreement by the
Direct seller,
·
Any claim of any infringement of any intellectual property
right or any other right of any third party or of law by the Direct seller; or
·
Against all matters of embezzlement, misappropriation or
misapplications of collection / moneys which many from time to time during the
continuance of the Agreement come into his / her / its possession / control.
33.
Relationship: That the Direct seller understands that it is an
independently owned business entity and this Agreement does not make it, Direct
selling entity’s employee, associate or agent or legal representative for any
purpose whatsoever. The Direct seller does not possess any express or implied
right or authority to assume or to undertake any obligation in respect of or on
behalf of or in the name of the Direct selling entity or to bind the Direct
selling entity in any manner whatsoever. In case, a Direct seller violates this
provision in any manner whatsoever then he / she shall be responsible for all
types of consequences be it financial, statutory, civil or criminal.
34.
Suspension, Revocation or Termination of this E-contract
agreement:
a.
That the Direct selling entity reserves the right to suspend
the operation of this E-contract agreement, at any time, due to change in its
own license conditions or upon directions from the competent government
authorities. In such a situation, Direct selling entity shall not be
responsible for any damage or loss caused or arisen out of aforesaid action.
b.
That in case of violation of any of the provisions of this
agreement stated here-in-before and agreed upon by the Direct seller, the
Direct selling entity may, without prejudice to any other remedy available,
issue a Fifteen days’ written notice and call upon the Direct seller to explain
his/her conduct in writing failing which or if the explanation is found
unsatisfactory and unacceptable in the ordinary course of business, suspend /
block / terminate the Direct seller from further conducting the business of the
Direct selling entity. The violations of
this agreement and grounds of termination of the services of of a Direct
seller, not limited to, shall be as under
Ø If the Direct Seller is found
to be spreading derogatory remarks, unfounded allegations, (orally or
electronically or online) against the entity or its Directors or the Business
Plan prescribed by the entity or its products.
Ø If the Direct seller is found
to be mis-selling
Ø If the Direct seller is found
to be indulging in Unfair Trade practices as provided under the Consumer
Protection Act, 2019
Ø If the Direct seller is
indulging in any action whatsoever which may harm the business of his/her
fellow Direct sellers or the entity, as the case may be
Ø If the Direct seller is found
to be non-complying with the provisions of E-commerce Rules, 2020
Ø If the Direct seller is found
to be violating the taxation laws or any other law, in force.
detrimental
to the business interests of the Direct selling entity.
c.
That the Direct seller may terminate this agreement at any
time by giving a written notice of Fifteen days’ to the Direct selling entity
at the Registered Office/Head Office address of the Direct selling entity.
Ø If the Direct selling entity
is found to be violating any clause of this contract agreement
Ø If the Direct selling entity
fails to pay the commission entitlements of a Direct seller
Within
prescribed time
Ø If the Direct selling entity
is found to be violating the taxation laws or any other law, in force detrimental to the business of the
Direct seller.
35. Actions pursuant to
Suspension / Blocking / Termination of this E-contract agreement: That notwithstanding any
other rights and remedies provided else wherein the agreement, upon termination
of this agreement:
a.
The Direct seller shall not represent the Direct selling
entity in any of its dealings.
b.
The Direct seller shall not intentionally or otherwise commit
any act(s) as would keep a third party to believe that the Direct selling
entity is still having Direct selling agreement with the Direct seller.
c.
The Direct seller shall stop using the Direct selling
entity’s name, trademark, logo, etc., in any audio or visual form.
d.
All obligations and liabilities of such Direct seller to the
Direct selling entity existing on the date having accrued during the validity
of this Agreement will have to be fulfilled, met and satisfied by the Direct
seller in every manner whatsoever.
36. Governing Laws and
Regulations
a.
That this Agreements shall be governed by the provisions of
the India Contract Act, 1872, the Consumer Protection Act, 2019, Consumer
Protection (Direct Selling} Rules, 2021 or other laws of the land.
37. Dispute Settlement
The Direct seller herein agrees and
accepts that the remedial action available to him/her
in the event of any interpretation
of any question of law, dispute or difference arising under this agreement or
in connection there-with (except as to the matters, the decision to which is
specifically provided under this agreement), the same shall be as under:
a)
As per4 the Grievance Redressal
Mechanism offered by the entity herein and forming part of this contract
agreement;
b)
Thereafter, the dispute if any shall
be referred to National Consumer Helpline or State consumer Helpline for
effective Mediation;
c)
Disputes if any shall be resolved in
accordance with the provisions of the India Arbitration and Reconciliation Act
and mediation provisions of Consumer Protection Act, 2019
OR
d)
Referred to a legal forum dealing
with consumer disputes having jurisdiction in the District of Delhi/
________________..
38. Force- Majeure
That if at any time, during the continuance of this
agreement, the performance in whole or in part, by the Direct selling entity,
of any obligation under this ais prevented or delayed, by reason of war, or
hostility, acts of the public enemy, civic commotion, sabotage, Act of State or
direction from Statutory Authority, explosion, epidemic, quarantine
restriction, strikes and lockouts, fire, floods, natural calamities / Disaster
or any act of God (hereinafter referred to as event), neither party shall, by reason
of such event, be entitled to terminate this agreement, nor shall either party
have any such claims for damages against the other, in respect of such
non-performance or delay in performance. Provided that the Services under
this agreement shall be resumed as soon as practicable, after such event comes
to end or ceases to exist.
39. The Direct seller hereby
covenants as under:
a.
That he / she has clearly understood the application form,
Business/Compensation Plan of the Direct Selling Entity, its limitations and
conditions and he / she is not relying upon any representation or promises that
are not set out in this E-contract agreement.
b.
That relation between the Direct selling entity and the
Direct seller and all his / her activities here under shall be governed in
addition to this agreement, by the rules / procedures contained in the
Business/Compensation available on website. The Direct seller confirms that he
/ she has readout and/or has been read out in the vernacular language known to
him/her by the person named hereinabove, all the terms & conditions thereof
and agrees to be bound by them.
c.
That Direct seller, hereby declares that all the information
furnished by him / her to the Direct selling entity are true and correct.
Direct selling entity shall be at sole discretion and liberty to take any
action against the Direct seller in the event, it is discovered that the Direct
seller furnished any wrong / false information to the Direct selling entity.
d.
The Direct seller herein very well understands that violation
of this contract agreement in any way whatsoever may result in termination of
this agreement as per procedure laid down therein.
IN TOKEN OF HIS / HER
AGREEING TO AND ACCEPTING ALL PROVISIONS OF THIS CONTRACT AGREEMENT SET
HEREINABOVE, HE / SHE IS CLICKING ON THE “I AGREE” BUTTON GIVEN HEREIN.
|
I
AGREE& ACCEPT |
Name: _____________________________ S/D/W
Of Sh____________________________
R/O
_________________________________________________________________________
______________________________________________________________Pin
Code_______________
State_______________________PAN.__________________________________________
AANDHAR
NO._______________________________________
Bank A/C
No/___________________Name of the Bank & Branch
______________________________
IFSC
Code______________________
|
AGREE &
ACCEPT |
HARSHITHA, NODAL OFFICER, EMWI MARKETING (OPC) PRIVATE
LIMITED
