Terms and conditions

The application should go through the attached agreement and understand the clauses stated, policies, procedures and the business plan of the company. The agreement as per stated in the Consumer Protection (Direct Selling) Rules 2021 issued by the Government of India, Ministry of Consumer Affairs, Food and Public Distribution, Department of Consumer Affairs vide dated 28.12.2021 along with Indian Contract Act, 1872.

DIRECT SELLING AGREEMENT

This Direct Selling Agreement (“Agreement”) is made as of this {{Day}} day of {{Month}} {{Year}} (“Effective Date”) by and between:

Renatus Wellness Private Limited a private limited company incorporated under the laws of the Companies Act 2013, having its registered office at Bengaluru.

AND

Mr. {{FullName}} ,S/o {{FatherName}} aged about {{DOB}} years, residing at {{Address1}} bearing PAN {{PANNo}} (“Direct Seller”);

Definitions

Asusedhere in,the following term sshall have the meanings set forth below:

“Act” means the Consumer Protection Act, 2019
“Rules” means Consumer Protection (Direct Selling)(Amendment) Rules, 2023
“Consumer” means as per the Consumer Protection Act, of 2019, any person who

Buys any goods for a consideration which has been paid or promised or partly paid and partly promised, or under any system of deferred payment and includes any user of such goods other than the person who buys such goods for consideration paid or promised or partly paid or partly promised, or under any system or deferred payment, when such use is made with the approval of such person, but does not include a person who obtains such goods for resale or for any commercial purpose; or
hires or avails of any service for consideration which has been paid or promised or partly paid or partly promised, or under any system of deferred payment and includes any beneficiary of such service other than the person who hires or avails of the service for consideration paid or promised, or partly paid or partly promised, or under any system of deferred payment, when such services are availed of with the approval of the first-mentioned person, but does not include a person who avails of such service for any commercial purpose.

"Direct selling entity"/ “RWPL” means the principal entity that sells or offers to sell goods or services through direct sellers, but does not include an entity that is engaged in a Pyramid Scheme or money circulation scheme;
“Direct Selling” means marketing, distribution and sale of Goods or providing of services as a part of network of Direct selling other than under a pyramid scheme.
"direct seller" means a person authorized by a direct selling entity through a legally enforceable written contract to undertake direct selling business on principal to principal basis;
IRD: Independent RWPL Distributor means distributor whose kyc is accepted by he RWPL. They are independent distributor’s of RWPL products. They will be introduced or sponsored by an existing IRD holders.
"Branch Office" means— any office or place of work which is recognised by the RWPL. The recognised premises might be shop or commercial establishment or factory or any authorised place of the RWPL. (Modify as necessary)
“Saleable” in relation to goods or services means unused and marketable goods or service, which have not expired, and which are not seasonal, discontinued or special promotion goods or services;
“Misselling” as per the Consumer Protection Act 2019, means recklessly misrepresenting a product or service in order to successfully complete a sale. It also includes providing consumers with misleading information about a product or service. This can involve omitting key information about a product or providing information that makes the product appear to be something it is not.
Cooling off Period means the duration of time counted from the date when the direct seller and the direct selling entity into an agreementand ending with date on which the contract is to be performed and within which the direct seller may repudiate the agreement without being subject to penalty for breach of contract.
Bonus/Commission includes monetary benefits/bonus/honorarium/incentive and other benefits for the sales/marketing/services rendered by the direct seller towards the direct selling entity. The payment may be made as weekly/fortnight/monthly/quarterly/half yearly/ yearly as per the case to case basis. But this does not include any referral bonus as stated in the Direct Selling Rules.
"Prospect" means a person to whom an offer or a proposal is made by a direct seller to join a direct selling entity;
"Network of sellers" means a network of direct sellers formed by a direct selling entity to sell goods or services to receive consideration solely from such sale;’.
Team means the group of direct sellers who have been referred under various stages by the existing direct sellers identified by the RWPL.
(i) "Pyramid Scheme" means a multi-layered network of subscribers to a scheme formed by subscribers enrolling one or more subscribers to receive any benefit, directly or indirectly, as a result of enrolment or action or performance of additional subscribers to the scheme, in which the subscribers enrolling further subscribers occupy higher position and the enrolledsubscribers a lower position, resulting in a multi-layered network of subscribers with successive enrolments:
"Website" means the official website of the RWPL i.e. https://www.RWPLwellness.net or any other online publication means authorized by the Direct Selling Entity, which the RWPL may notify from time to time.The Company exclusively uses their website and Retail Out let to display the details about products, products information, product quality certificate, price, complete income plan, marketing methods, business monitoring,information regarding management while uses the word of mouth publicity to promote and create awareness about the website and its products.
Agreement–menasagreement as per Indian contract Act,1872 and the„written contract‟ or „Agreement‟includes e-contract ordigital contracts and the same shall be governed as per the provision of the information Techno logyAct,2000.
IRD-Meansunique identification number issued by the Company to the Direct Seller as token of acceptance of his /her application for DirectSelling of the goods/products of the Company.
Password- Meansunique code allotted to each DirectSeller to allow them to logon to the website of the Company.
Goods means goods/product defined in the Sale of Goods Act, 1930 and section 3(26) of General Clauses Act, 1897, is that, it shall include every kind of movable property other than actionable claims and money.
"Product" shall mean the RWPL's product to be sold by Direct Seller and such product as may be communicated by the RWPL in writing to the Participant Direct Seller from time to time or be published on the website.
"Services" means any kind of service which is made available to the consumers for their use for payment of consideration. RWPL's services to be provided by the Direct Seller and such services as may be communicated by the RWPL in writing to the Participant Direct Seller from time to time or be published on the website.
"Deficiency" means any fault, imperfection, shortcoming, or inadequacy in the quality, nature, and manner of performance that is required to be maintained by or under any law for the time being in force or has been undertaken to be performed by a person in pursuance of a contract or otherwise about any service and includes—

any act of negligence or omission or commission by such person which causes loss or injury to the consumer; and
deliberate withholding of relevant information by such person to the consumer;

INDUCTION PROCESS:

OFFLINE

For inducing the applicant as a direct seller, RWPL will scrutinize and verify the application. Before entering the agreement, the following will be taken into consideration-

The applicant should be of major age (completed 18 years of age) and should be qualified to enter into any contract
The applicant should fill out the Direct Seller Application form by submitting a copy of KYC documents such as PAN Card; Proof of address; Proof of identification; bank passbook/bank statement; GST Certificate; Trade License; Shops and Commercial Establishment Certificate or any other documents as stipulated by the RWPL, based on the status of the applicant.
RWPL will provide direct sellers with a complete instruction book, catalogs, and pamphlets for promoting sales, marketing, and distribution and shall provide a briefing session through its website and training sessions. After completion of formalities,RWPL will allot IRD and ID Card and login credentials of the website to the Applicant/Direct Seller. This IRD will be used to access all the information about the applicant’s transactions (sale transactions) through the RWPL’s website.
The applicant upon verification of the documents, will allot a user ID and password to the IRD holder, which can be used solely by the allotted IRD holder. He has uploaded the agreement by signing the agreement and forwarded the same to RWPLfor its signature,theRWPL will upload it after its signing and forward it to the IRD holder. Apart from this, the IRD holder should also send a copy of the agreement after signing.
RWPL may and can reject an application for any reason, at its discretion, if it comes to know that the applicant has not completed the application fully has submitted in appropriate/fabricated documents, or suspects any kind of malicious activities.
The applicant should have undergonea briefing/training session about the marketing plan/business plan of the RWPL.
Declare that they have not been convicted of a criminal offense or any other kind of criminal case against them in the last 5 years from the date of execution of this agreement.
There would be no charges applicable to direct sellers for joining as a direct selling agent. Also, there would be no mandatory purchase of any product for the promotion of the sale towards joining.

ONLINE

That for appointment /Authorization for Direct seller in the company,prospect shall complete the following steps

Fill the application form online and upload scanned KYC documents
Accept the proposed terms and condition of the agreement and create this agreement using digital signature/one time password/affix digital sign/scanned signature,whatever means ofthe technology.
After creation the agreement,he/she shall request for sign of the company through system in technological manner.
Afterthe putting Signature of the authorized person of the company, the executedand signed agreement shall be displayed and it shall be treated as legal agreement as per the provision of The India n Contract Act,1872.
On the completion of the above process,prospect shall take aprint outof the signed agree ment.
Upon the execution of the agreement through the above process,prospect shall becom e the direct seller ofthe Company and a Directseller Unique Identification number and password shall be allotted to the applicant.

That the Direct seller shall submit the following documents a long with this agreement in hard copy to the company with in 30 days since the date of execution
(a)Filled applicationform
(b) KYCDocuments (selfattested)
(c)SignedExecutedAgreement (Including of terms of appointment).
A Direct seller, upon appending his/her signature at the bottom of these presents (agreement) as well as all attached documents.

That the Company upon scrutiny and verification of the Application, KYCand agreementmayre-consider the decision of the appointmentof DirectSeller for Direct Selling the goods/products of th eCompany.The Company shall beatsole discretion and liberty to reject his/her direct selling code, if the KYC and other documents in hard copy found unsatisfactory or mollified, fake etc.

Moratorium Period

That the Direct seller for the first 15 days after the signing of this agreement, will be under a moratorium period. During this period, the IRD holder can renounce this agreement by stating a valid reason to RWPL. RWPL will verify the valid reasons, upon verification the renouncement will be processed. The renunciation has to be communicated to RWPL online and also has to send a letter.
The cooling-off period applies to IRD holders who are under a moratorium period.
The Direct seller will be refunded by the RWPL or the direct seller has to pay the RWPL based on the transaction assessed by the RWPL during this period.

Nomination

Direct sellers will fill up the nominee details without fail. The details so filled have to be provided with the nominee’s KYC. If the nominee's details are not produced, then the application is liable to be rejected.

COOLING OFF PERIOD

That the direct seller shall have exclusive right to reject/cancel the above agreement within 30 days since the date of the execution of the agreement through the online process.In this relation,the direct seller shall be responsible to give in timationto the company about such decision wthin specified period through Email or registered letter or speed post at company’s mailID/Registere daddress.
That Such direct seller shall have right to returnany goods purchased by the directseller during the cooling off period but the purchased goods shouldbe in sale able condition i.eany seal/protectiononthe goods is kept unbroken.There fund of amount of cost of such returned product/ cr edit voucher shall be paid by the company within 30 days since the date of receipt of the product.
That if such Directseller receive any consideration from the company duringthis cooling-offperiodthen suchdirect seller shall be responsible pay the amount of such consideration to the company withrepudiate letter in the form ofCASH/CHEQUE/DD/NEFT/RTGSetc.
That if the company receive any fee, including any training fee, franchisee fee,fees for promotional materials or other fees related solely to the right to the participate as Directseller,the Direct seller have the right t oreceive such fees,taining fees fees for promotional material soro therfe es from the company upon there turn of all goods received at the time of joining.Then such company shall be responsible to pay the such fees which is related to solely to the participate as Directseller through the cash/cheque/DD/NEFT/RTGS/Net banking after adjustment of applicable taxes like TDS, GST etc., to the Direct seller with repudiate letter.

Roles and Responsibility of Direct Seller

The Direct Seller further confirms that he/she has read and understood the terms & conditions of this agreement carefully and agrees to be bound by them.
The direct seller should clearly understand the marketing methods/plan, compensation method/plan,incentiveplan,its limitations, and terms & conditions. He/she agrees that he/she is not relying upon any misrepresentation/so rfraudulent inducement assurance or commitmentthat is not set out in the terms and conditions of this agreement or marketing plan/incentive plan or any other official printed or published materials of the R WPL.
Relation between the RWPL and the Direct Seller shall be governed, in addition to terms &conditions of this agreement, by the rules and procedure mentioned in the marketing plan,availableon the website or provided by the RWPL in any manner.
The direct seller has to carry his ID card, brochure issued by the RWPL, and product details while approaching any prospective customer. The direct seller should also obtain the appointment of the prospective customer before approaching.
The Direct seller covenants with the compay that it will exclusively engage in the sale of the company’s products and tie up product and shall not indulge in the sale of similar/identical products and that it shall protect and preserve the patents and trademark of the company’s products.
That the DirectSeller shall not manipulate company’smarketing plan or produ ct'srate, Point volume/ Sales Point/ Business volume etc., in any way and Direct Seller shall not send, transmit or otherwise communicate any messages to any body on behalf of the Company otherwise than for authorization for the same.
The Direct seller should market and sell the products directly to the consumers or end users using word or mouth publicity, display and/or demonstration of the goods/products, and/or distribution of pamphlets, door to door to customer and other related methods, without adopting any other source. Direct selling has to be through mouth publicity, display, demonstration of the goods/products, pamphlet distribution, and other related methods. The direct seller should not adopt any kind of e- commerce/social media/internet towards marketing and selling of the products. The Direct seller shall not create any cross line in the sale network of the company.
DirectSeller is an independent contractor,and nothing contained in this agreem ent shall be construed to the following:

Direct seller would not be involved in day to day activities of the RWPL and would be independent on his own. He would not instruct any of the RWPLofficials in any of the matters
Direct seller would be independent on his own and this agreement would not constitutea partner,authorized person,jointventure,co-owner, or any kind of associate.
Direct Seller shall not assume or create any kind of obligation, or promise on behalf of the RWPLforanypurposewhatsoever

Direct Seller is not an employee of the RWPL and shall not be entitled to any employee'sbenefits.DirectSeller shallbe responsible for paying all taxes whether direct or indirectincluding but not limited to Income Tax, GST, and other taxes chargeable to Direct Seller onamounts earned hereunder. All Legal, Statutory, financial, and other obligations associated with DirectSeller'sbusiness/income shall be the sole responsibility of the Direc t Seller.
Direct Seller is not authorized toreceive/accept any amount/payment for and on behalf of the RWPL and any payment received by him/her from anyparty shall not bedeemed to be receivedby the R WPL.
If any relative as defined under the provisions of the Income Tax Act, 1961 or defined under theprovisions of the Companies Act, 2013 of the existing direct seller desires to become a direct seller thenhe/she shall disclose the relationship with the existing direct seller to the RWPL. It is the RWPL'sole discretion to accept or reject the application of such relatives.
Direct seller will be attached with IRD and will be their duty to oblige as per the RWPL policy. If found guilty or against the RWPL policy, then the RWPLwill be at liberty to block the IRD.
Direct seller shall not claim any ownership over its physical property or intellectual property. All the properties solely belong to RWPL. The usage of the property will be only for marketing and selling.
The direct seller should explain only the description of the products as stated by the RWPL. Any misleading communication about the products will not be acceptable and the RWPL will not be held responsible for the same.
That the DirectSeller will get specified point,sales Incentive/commissionp ertaining to the sales for selling the company’ products under this Agreement.Payment of sales incentives/commission will b emade after receip tofpayment of the products sold/marketed under this Agreement by Direct Seller. Further, in case the company fails to recover the dues from its customers/subscribers,then nosales Incentives/Commission shallbe paid by the company to the DirectSeller. The sales incentives/commission would be payable only after the dues/payment are realizedfrom its customers. If the payment is receivedon monthly/quarterly/half yearly basis then in the same fashioncommission paymentwillbe done automatically bythe company after receipt of the said payment.
The Direct seller should also specify the buyback policy or the return policy adopted by the RWPL before selling the products. The direct seller should provide the grievance number/customer care number of the RWPL for any clarifications concerning the products.
The direct seller shall maintain his accounts about the sale and purchase he has done with the RWPL. In case of verification, he will be advised by the RWPL upon writing a mail or through any correspondence.
The direct seller has to limit his sales and marketing only in India. Any cross-border sales will not be accepted by the RWPL.

Sales Incentives/Commission Structure or other Benefit

That the Direct Seller shall enjoy the following privileges:

Sales Incentive related to the irrespective sales volumeas per the company’s marketing plan for its ortie-up goods /products,
Earnings of the Direct Seller shall be in proportion to the volume ofsales done by the DirectSeller by sel for through team(SalesGroup)asstipulated in the marketing plan of the Company.
Marketing/selling of Company’s Products in Whole of India.There is No territorial restriction to sale the goods/products,
With using Unique ID and Password Search and inspec this/her accounton website of the Company.
Working with other Direct Sellers as a Sales Team/Group
The company shall have no provision that a direct seller will receiver emuneration from the recruitment to participate in such directselling.

That as per Marketing Plan of the company Sales Incentives/commission structure to be followed for the same.
That the Company reserves the right to restrict the list of products for a particular Direct Seller.
That tariff revisions,Government directives,marketforces etc.,may lead to change in the company sales Incentives/commission policyand the company’s decision in this regard will be final and binding
That All payments and transactions are to be expressed in Indian Rupees.
That the Company does not guarantee/assure any facilitation fees or in come to the Direct Seller on account of becoming just amere Direct Seller of the Company.
That all the amount of sales Incentive/sales Bonus/Sales Commission, whatever name called, shall be part of Commission on sales volume only and to the Direct Seller shall be subjected to statutory deductions as applicable like TDS,GST etc.
That the company shall provide accurate and complete information to prospective and existing direct sellers concerning the reasonable amount of remuneration opportunity and related rights and obligations.
That the company shall Payall dues and make with holding from direct sellers in a commercially reasonable manner.

Roles and Responsibilities of Direct Selling Entity

The direct selling entity should provide training to the direct seller after allotment of the IRD. The direct seller should be guided about the RWPL products, their usage, and the warnings attached to every product.
The Direct Selling Entity has to maintain the proper records of the direct seller. The RWPL has to maintain the sales and purchase register of the direct seller. The register should contain all the details of the details of the product purchased by the direct seller.
Facilitate the direct seller to Search and inspec this/her account on the website of the RWPL through credentials awarded by the RWPL. The website has to be well-maintained and user-friendly to the direct seller. The usage of the website has to be trained by the direct seller. In case of any change in the website, the same has to be trained by the direct seller.
The payment should be initiated as per the marketing plan and should be made without delay.
Process the Incentive of the Direct Seller shall be in proportion to the volume of performance by the Direct Seller either by his efforts or through the team as stipulated in the marketing plan, compensation method/plan, or the incentive plan of the RWPL.
That the company shall maintain proper records either manual or electronic of their business dealing with complete details of their goodsservices terms of contract ,price,income plan, details of directsellers ,including but not limited to enrollment, termination active status, earning etc.
The company shall maintain a―register of direct sellers ‖wherein relevant details of each enrolled direct seller shall be updated and maintained.
The details of Direct sellers shall include and not be limited to verified proof of address, proof of identity and pan.
The Direct selling entity has to form a grievance committee exclusively for the direct seller to attendto the queries of the direct seller.
The RWPL shall pay the Direct Seller sales incentive/commission/compensation as prescribed in theMarketing Plan / Compensation Plan / Sales Incentive Plan which shall be available on the website ofthe RWPL. The sales incentive/commission/compensation will be subjected to the relevant taxes asapplicable. The RWPL reserves its right to revise the rates and methods of calculating salesincentive/commission/compensation from time to time. The RWPL does not guarantee/assure any particular or fixed facilitation fees or fixed income to the Direct Seller.
That the company shall monitor the value of the purchases of all its Direct sellers/Distributors on a monthly basis and once the purchase value crosses the GST thresholdlimit,the company

for an amount that exceeds an amount for which such goods or services can be expected to be sold or resold to consumers.
For a quantity of goods or services that exceeds an amount that can be expected to be consumed by or sold or resold to consumers.
m. That the Company shall provide information to the consumer upon purchase which shall contain.

The name of the purchaser and seller.
The delivery date of goods or services
Procedures for returning the goods: and
Warranty of goods and exchange/replacement of goods incase of defect Provided that no Direct seller shall, in pursuance of a sale, make anyclaim that is not consistent with claims authorized by the Direct sellerentity.
That the company and Directseller shall take appropriate steps to ensure the protection of all private information provide by a consumer.
That Directseller and company shall be guided by the provision of the consumer protection Act1986.
That the supply/Distribution of goods with the knowledge that such goods/products are inferioror exceeded its validity period as per the manufacturer.
That the MRP should be visibly displayed on the package
That the company/Directseller who sells goods to a consumer shall issue a cash bill to such consumer in accordance with the provision of the law for the time being force in this respect.

Buy Back Policy

That the company gives full refundor buy-backguarantee to every directseller on the following terms--

Direct seller who has purchased the goods from the company to distribute or further sale is eligible to avail the benefit of buy-back policy.
If the purchased goods are not sold within 30 days from the date of the distribution and billing of the goods tothe Director seller
The condition of purchased goods must be saleablei.e. any seal/protection on the good siskept unbroken.
IF the fulfillment the above conditions, the Directseller canbe exercised his/her right of buy-back policy within a period of 30 days,from the date of the distribution and billing of the goods to the direct seller.
The company is responsible to buy back/repurchases of the goods on submission of proof of original Bill and/or delivery challan,ID,ADDRESS Proof and purchased goods inJustas it as conditioni.e.any seal/protectionon the goods is kept unbroken.
The company shall refundfull amount after deducting of packaging,courier,and applicable taxes etc as per the norms issued by the Govt

Transfer of IRD

The IRD allotted to the direct seller will be transferred only under certain circumstances as per the rules and regulations of the RWPL. The decisionto transfer IRD will be at the discretion of the RWPL. However, in case of sudden death of the IRD holder, then the IRD will be transferred to the nominee as stated in the application.

In case the nominee is not ready to take up direct selling, then he/she shall give a request to the RWPL for the transfer of IRD to the immediate legal heir of the IRD holder. Upon verifying the details/KYC of the nominee or legal heir, the RWPL will process the application for transfer of IRD.

Termination

Direct seller will be terminated as per the following terms:

Direct Seller can terminate this agreement by giving 3 months prior notice. The RWPL can terminate this agreement by giving 15 days prior notice. Upon termination of this agreement, the IRD will remain inoperative immediately.
Failed to meet minimum requirement i.e., selling/purchasing any one product within 30 days from the date of allotment of IRD.
If the direct seller is found guilty in any of the criminal charges leveled against him and is under punishment as per the orders of the court, then the IRD will be terminated immediately. This will affect the performance of the direct seller who would not be able to dedicate time to the RWPL.
Any breach of the terms of this agreement or acts against the RWPL rules and regulations.

General

That any paymen to fIncentive by whatever name sitis called unrelated to their respective sales volume is prohibited.
That the Direct Seller or his/her relatives (relative means dependent son or daughter, father/mother, spouse) shall not engage in any activities of Multi Level Marketing of any other entity. If it is found then such Direct Seller shall be terminated
That the Direct Seller is prohibited from listing, marketing, advertising, promoting, discussing, or selling any product, or the business opportunity on any website or online forum that offers like auction as a mode of selling.
That the Direct Seller here by under takes not to compelor in duce or mislead any person with any false statement/promiseto purchase products from the Company or to become Direct Seller of the Company.
That the Direct Seller and the company here by undertakes not to indulge in money circulation schemeor any act barred by the Prize Chits and Money Circulation Scheme(Banning)Act,1978.
That the Company/Direct seller shall not promote apyramid scheme, as definedin Clause 1(12)of the―Advisory to state Government/Unionterritories onModelGuideline on Direct selling‖ issued by the Department ofconsumerAffairs, Ministryof ConsumerAffairs, Food&Public Distribution,GovernmentofIndia Dt.09th Sep.2016F.NO. 21/18/2014-IT(Vol-II). Inthegarb ofDirectselling Business opportunities as well as allthe guidelines laws, Rules,regulation, Notifications,circularsand Direction issued by the Central and State Government of India.
Prohibiition on sale of the company’s product - Any personwho sells or offers for sale, including on an e-commerceplatform/marketplace,any product of the company,must haveprior written consent from the Company in order to under take or solicit such sale or offer.

That if any person who sells the company’s product without its consent through he-commerce platform shallbe liable for violation to the provisions of the CentralDirectSelling Guidelines have beenissued by the Ministry of Consumer Affairs, Food and Public Distribution, New Delhi on 26thOctober,2016 as wellasstate Guidelines.

Further, such person may be liable for panelized orprosecuted or Both under Consumer Protection Act,1986, TrademarkLaw, 1899. More over, such person may also be liable for criminal and civil suitunder Indian PanelAct ,1860, Criminal Procedure Code and Civil Procedure Code. Further,such person may also be liable for irreparable loss and in jury both economically and psychologically to the company by selling the company’s productthroughany e-commerceplatformwithout my client’s consent.

PROPRIETARY RIGHTS

9.1 Direct Seller acknowledges that the Products and parts, and the original and any copies thereof, in whole or in part, and all copyright, patent, trade secret, trademark, and other intellectual and proprietary rights which now exist therein, are owned by and remain the exclusive valuable property of RWPL. The Direct Seller agrees that it will not utilize the Products or the Source Code except as expressly authorized in this Agreement.

9.2 The Direct Seller shall keep in strictest confidence the Products, all technical documentation and business information, and all information and materials identified by RWPL to be confidential or proprietary in nature, as well as any information which from the circumstances in which it is made available to the Direct Seller in good faith and good conscience ought to be treated as confidential or proprietary (collectively referred to as “the Confidential Information”). Except as otherwise expressly agreed in writing, the Direct Seller may permit access to the Confidential Information only to those employees who manifestly need access and solely for the purposes permitted by this Agreement.

9.3 The Direct Seller shall take all reasonable steps to safeguard the Confidential Information to ensure that no unauthorized persons have access RWPL information.

9.4 The Direct Seller shall not alter or remove any copyright, patent, trade secret, trademark, or other proprietary notices appearing on the Products.

9.5 The Direct Seller shall make no copies of the Products except as expressly permitted in this Agreement, nor shall the Direct Seller attempt to neither disassemble or decompile the Products nor allow any employees or agent of the Direct Seller to do so.

9.6 The obligation of confidentiality shall not apply in case of an express statutory obligation, direction, or order from a court/authority, information which is, or later becomes public knowledge other than by breach of this Clause.

9. NON-COMPETITION

9.1 During the Term of this Direct Sellers Agreement and after 6 months of this agreement, the direct seller shall not join any of the competingcompanies of RWPL for the 6 months.

9.2 During the Term of this Direct Seller ship Agreement, the Direct Seller shall not manufacture, sell, license, market, or promote any products, that are competitive with the Products in the Territory without the prior written consent of RWPL. If found involved in any of these kinds of activity then legal action would be initiated as per the RWPL policy.

ASSIGNMENT

Either party may not assign, transfer, mortgage, charge, pledge or otherwise dispose of any of its rights and obligations under this Agreement without the prior written consent of the other party.

FORCE MAJEURE

In the event of either party being delayed or prevented from performing its obligations by events or circumstances outside its reasonable control such delay or non-performance shall not constitute a breach of this Agreement and the time for performance shall be extended by a period equivalent to that during which performance is so prevented.

RELATIONSHIP

The Direct Seller in performing this Agreement is acting as an independent contractor and not as an employee or agent of RWPL and the Direct Seller shall not assume any obligation of any kind whether expressed or implied on behalf of RWPL or bind or commit RWPL in any way.

NOTICES

Any notice, invoice, or other document required or permitted to be given hereunder by either party shall be in writing and shall be sent by registered prepaid post to the other party at its registered office for the time being or to such other address or addresses as it may from time to time notify for such purpose. Any such notice, invoice, or other document shall be deemed to have been given two days after posting. In addition, each party shall send an electronic image of any such notice, invoice, or other document, by email at the same time to the other party.

MISCELLANEOUS

14.1 If any of the provisions of this Agreement or parts thereof should be invalid, illegal, or unenforceable in any respect the validity, legality, and unenforceability of the remaining provisions or parts shall not in any way be affected or impaired thereby unless the business purpose of this Agreement is substantially frustrated thereby.

14.2 No failure to exercise and no delay in exercising on the part of either party any right, power, or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power, or privilege preclude the enforcement of any other right, power or privilege nor shall the waiver of any breach of any provision herein be taken or held to be a waiver of the provision itself. Any waiver to be effective must be in writing.

14.3 Headings have been included for convenience only and shall not be used in construing any provision hereof.

WHOLE AGREEMENT

There are no understanding or representations concerning this Agreement that are not fully expressed herein, and nothing in this Agreement, expressed or implied, shall confer upon any party other than the parties hereto or their respective successors or assigns, any rights, remedies, obligations or liabilities, except as expressly provided herein.

GOVERNING LAW

This Agreement shall be construed by and governed by the Laws of India. Excluding the Grievances Redress clause of the terms and conditions of this agreement, all disputes either civil or criminal in nature, shall be subject to the exclusive jurisdiction of the Honorable High Court of Karnataka.

GRIEVANCESREDRESSAL

In case of any complaint/grievance, the Direct Seller will have to inform in writing the RWPL. DirectSellers can raise complaints/ grievances on the RWPL website. The RWPL Officials (Grievances Redressal Committee)shall immediately takeup the matter for redressal.

All disputes concerning the products and services, the RWPL's marketing plan, compensation plan,incentives, etc. shall be heard and given a unique identification number which shall be addressed swiftlyand the RWPL shall put its best efforts into resolving it within 45 days from the date of receipt of thecomplete details in respect of the grievance. If the nature of the matter is such that it is not reasonable to resolve it within the above-mentioned time frame.The RWPL shalltry to resolve it quickly to the best of its abilities. Contact details and facility to communicate with Grievance Redressal Committee can befoundon the RWPL's website.

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