DSA AGREEMENT FOR RIGHTWAY INFOCOM PRIVATE LIMITED
Agreement between “DIRECT SELLING AGENT AND COMPANY”
This Agreement is entered into between RIGHTWAY INFOCOM PRIVATE LIMITED a Company incorporated under the Companies Act, 2013 and having its Head office at Guwahati, Assam hereinafter referred to as the "Company" on the one part and any User/Direct Selling agent who/which buys the Product and Services Package of the Company by accepting the Terms and Conditions, as specified herein below, and further resell it hereinafter referred to as the "Direct Selling Agent (DSA)" on the other part.
The DSA represents and warrants that the marketing program and the compensation plan, its limitations and conditions have been understood clearly by him/her and, the DSA is not relying upon any representation or promise that is not contained in this Agreement or other official Company material. DSA shall be a person who submits a properly filled in online/Physical application on the requisite format as provided on Company website and such application is electronically/Physically submitted subject to Terms and Conditions and FAQ’S given on our website. In consideration of the same, physical products or services would be delivered as mentioned against each and every products/services.
DSA for promotion of our Business shall act and be as an independent contractor and shall not have any authority to bind the Company for any obligations whatsoever. DSA is not an Employee or any other Legal representative of the Company or its service provider. The relationship between the Company and DSA is governed by the Terms and Conditions as laid down in this agreement and will come into being only when this Agreement is agreed and accepted online by any DSA and this Agreement shall remain enforceable during its existence unless it is terminated due to non-fulfillment of its conditions.
DSA shall be presumed to have understood the Terms and Conditions of this Agreement which are detailed herein below:
The purchased Product would be delivered after the registration process is over and the purchase amount is paid by any legally viable means as provided by the Company.
The term of this Agreement is one year and shall commence from the day the application of the DSA on the requisite format is received online/Physically by the Company, subject to the consideration received or to be received within the specified period. The term of the Agreement may be continued automatically by the Company for another same period when DSA fulfills the conditions of the Company. Please note failing to fulfill the conditions for two successive years would lead to termination of the contract.
It is mutually agreed between the parties that:
(a). The DSA will not use the Product of the Company, which is against any law or public policy or contrary to any of the terms of this Agreement. The Company shall not be responsible for the acts of DSA which are beyond the Terms and Conditions agreed between the Company and DSA. DSA working on false identity will also be liable to criminal prosecution.
(b). Any copying or reproduction of the Product/Business Plan/any content of our website partly or fully of the Company shall be deemed as violation of this Agreement, and will attract its immediate termination from the business program of the Company. Such act of DSA shall render him/her liable to be prosecuted under Civil/Criminal/Copyright/Trademark Law.
(c). Any misrepresentation of the aims and objectives of the Company that may or may not be harmful to the interest of the Company, will invite immediate termination from the business program of the Company, and consequential suspension/cancellation of any rights and obligations that arise out of this Agreement.
(d). In case DSA is terminated from the business due to any reason the product will be given till the last purchased period before termination.
(e). The Company reserves the right to terminate any DSA from the business immediately without any written notice if any DSA is found to indulge in anti-Company activities in any manner or found to disturb any Private or Public Business Meeting or Free Teaching Seminar organized by the Company.
(f). The Company reserves the right to terminate any DSA from the Business without assigning any reasons and with or without giving any written notice to DSA, if Acts/Deeds of the DSA are detrimental to the interest of the Company.
(g). Any DSA must take a written permission from the Company to produce/publish any promotional materials such as CDs, VCDs, Books, Audio cassettes etc. for distribution to other DSA’s. The developed promotional material such as CDs, VCDs, Books, Audio cassettes etc. by any DSA is only for FREE distribution to other DSA’s and it cannot be sold at any price in any circumstances to other DSA’s/Guests. Violation of this will attract immediate termination from the business program of the Company; in addition there will be severe penalty and prosecution under the commercial Law if any violation of Copyright/Trademark patent/Designs Law is found.
Please note that the Company is charging only for its products (the cost is inclusive of all taxes) and paying the taxes as per the Govt. rules. In consideration of the prospective DSA providing the information as asked for in clause 18 for registration for participating the Company’s business program, the Company agrees to enter into this Contract. DSA may be entitled to a certain payment of as compensation in lieu of participating in the business of the Company. It is mutually agreed between the parties hereto, that the Company is at liberty to change/modify the quantum of compensation payable under this Agreement in future as may be determined solely by the Company
“Certified that I have completed 18 years of age or more. I am completely satisfied with Product. I have carefully read the Terms and Conditions and FAQs applicable to the Company as given on the Company website and agree/accept to those. I am signing this DECLARATION with complete understanding and with my FREE WILL, without any PRESSURE/UNDUE INFLUENCE and INDUCEMENT. I am aware that any dispute arising out of this purchase and further sales would first be solved as per Terms and Conditions of the Company, failing which could be addressed exclusively in Guwahati jurisdiction only.”
It is expressly understood by both the parties here that any act of God or force majeure, that include, but is not limited to, natural disaster, war, technical failures and operation of Law/Government Policies that may prevent the due performance of any of the obligations under this Agreement, or under any Terms/Conditions/Subsidiary Agreement that may form an integral part of this Agreement, will not be construed as failure to perform the contract by either of the parties hereto. However, it is clarified that the party, so affected will take all possible steps towards normal performance of obligations under this Agreement, as soon as possible. No party will be responsible for any loss due to the other party, in these circumstances.
DSA is required to keep Company's passwords and other secure access, information confidential and notify the Company promptly if the DSA believes that the security of an account has been compromised. The Company has taken reasonable step to protect the security of online transactions. However, the Company does not warrant such security and will not be liable for any losses or damages resulting from any security breaches. The DSA shall be liable for losses or damages resulting from the security breaches.
8. Privacy Statement:
(a) DSA hereby agrees that the Company is entitled to ask for personal information, login Id and password etc. at any stage in the course of the use of Product and Services contemplated under this Agreement.
(b) DSA understands that the Company and its chosen service partners may use login Id of the DSA to operate or help to operate sites and services for the purposes of the user or Company, and to inform DSA of any new Features/Services/Products from the Company or its affiliates, including products and services that may be related to the Product and Services contemplated under this Agreement, but are not necessary to its operation.
(c) The Company may disclose such Login Ids/Passwords or any other reference code/number referring to any user or any information provided by any user, if required to do so by any law enforcing authorities or by courts, or in public interest or in good faith when the Company believes that such action is necessary to conform to the requirement of law or to comply with the Legal process or in reply to any notice served upon the Company or to protect and defend any rights of the Company with respect to the Products/Services contemplated under this Agreement or to protect the safety of the users/the Company/the public in extraordinary circumstances.
9. Jurisdiction and Disputes Resolution Mechanism:
This Agreement shall be construed and enforced in accordance with the Laws of Union of India and shall be subject to Guwahati Jurisdiction.
(a) All disputes between the DSA /User and the Company arising out of or in relation to this Agreement directly or indirectly shall be first referred to the Grievance Redressal Team of the Company for amicable settlement through negotiation between the parties. In the event of the dispute not being settled amicably between the parties, the same shall be referred to the Sole Arbitrator appointed by the Company under the Provision of Arbitration & Conciliation Act, 1996 and the venue shall exclusively be Guwahati only. The Director’s of the Company shall be appointed as the Sole Arbitrator to adjudicate upon the disputes or the Director’s may appoint someone else to adjudicate upon the disputes.
(b) All the DSA are governed by the rules and regulations of the Company. Any dispute between the Company and any DSA outside India will be addressed to and settled by the Company in accordance with the Terms and Conditions laid down here in this Agreement. All the DSA are responsible for their own taxes and respective Provincial/State and Federal laws.
(c) In case of the multiple claims/disputes that may involve the Company and more than one user for the cause of action relating to all such parties, such parties hereby consent and submit to a single, consolidated arbitration proceeding. Any award made under such arbitration will be final and binding on both the parties hereto.
Terms and Conditions applicable on the Parties:
11. Obligations of the DSA:
DSA is not authorized to make any other promise to prospective DSAs other than those made by the Company on its website, under this Agreement and in other official Company material relating to this Agreement. The Company shall not be liable for any act of omission or incentives, misrepresentation, false commitment and promises made by any DSA to the prospective DSA/User while introducing the Product/Package/Services of the Company. At the time of Agreement, if any DSA while trying to enter into Agreement with the prospective DSA makes some false commitment, misrepresentation and promises such prospective DSA can write a complaint against the DSA to the Company. Company will take appropriate action against such DSA but Company shall not be responsible and liable for such acts of DSA.
The specific legal obligations of the DSA but not limited to the same as applicable under the law are listed as below:
DSA will be entitled to participate in the Company’s Business Product marketing program of the Company upon acceptance of an application by the Company. DSA understands that to earn incentives in the program, DSA is responsible for generating business with proper guidance and training of the Company and strictly as per the Terms and Conditions of the Company. DSA having applied to participate in the Company's web based business program ["Program"], understands that he/she/it will be bound by the Terms and Conditions/Contract hereof, once such application is submitted online/Physically and accepted by the Company. DSA is responsible for getting training by himself/herself from the Company and training those who are referred by participation in the program also facilitating them for attending Company’s periodically organized Training Programs. DSA shall be solely responsible for payment of his/her taxes and other levies [central or state] in general course of his self- employment as independent DSA or Company's web based program as per the laws and rules governing his/her Province/State/Country. DSAs agree that in India the revenue earned during the fiscal year will be liable to tax deduction at source at such rates as applicable in accordance with the Income Tax Act, 1961 or rules, amended from time to time. DSA at his/her/its own expense, will make, execute and file all such reports and obtain such licenses as are required by law or public authority with respect to this Agreement. The Company is not responsible for illegal submissions/representations made by any DSA. DSA shall be responsible to keep him/her aware of any change[s] modification[s] in the existing Agreement/Contract or change in the compensation plan, rates, prices and charges. DSA agrees that the Company may from time to time modify the existing Agreement or change in the compensation plan, marketing plan, rates, prices and charges in order to make it applicable to all DSAs. Changes/Modifications shall be deemed to have been enforced by the Company once such changes are posted on the Company website. It is DSA's responsibility to keep visiting Company's website (at least once a week) for recent developments. These changes/updates and new developments will be applicable to all the DSAs.
13. Cross Sponsoring/Cross Recruiting:
DSA understands that cross sponsoring, cross recruiting and cross line jumping is prohibited in the Company's Business Program. This may result in the imposition of penalty/suspension/cancellation/revocation of his/her Product/Services and as more fully set forth hereafter, but may include immediate termination from Business Program without passing of any benefits or revenue/pay out payable to such DSA/prospective applicant. "Cross sponsoring" means soliciting DSA or any closely related person or entity into an organization different from the existing organization for that DSA, or a closely related person or entity. "Cross jumping" means an associated or any closely related person or entity voluntarily taking a business that is not in the same down line as the one in which the DSA first was placed. "Closely related person or entity" is any person in the household of the DSA [e.g. Spouse, Son, Daughter, Parents] or any Legal entity which is controlled by the DSA.
14. Income Representation:
DSA/User is not entitled to any profit solely on the ground that he/she has introduced another person as DSA to the program. There is no guarantee under this program that the DSA will drive any specific income or profit. Any income that DSA earns under this program is determined by DSA's personal activity/efforts as an independent DSA. The DSA shall not make any income representations except those set forth herein or otherwise specifically set forth in official Company's material. DSA understands that the revenue earned through the Company is not the only source of his/her income and any other income derived will be disclosed to the authority on his/her own account and the Company shall not be responsible for revenue earned by the DSA other than what is earned from the Company.
15. Liability Disclaimer:
The Product may have inaccuracies or errors. The Company and/or its respective suppliers make no representations about the suitability, reliability, timeliness and accuracy of the Product. All such information, software, products, services any related graphics are provided "as is" without warranty of any kind. The Company and/or its respective suppliers hereby disclaim all warranties and conditions with regard to the Product including all implied warranties and conditions or merchantability, fitness for a particular purpose, title and non-infringement. The Company and/or its suppliers shall not be liable in any event for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of the use or performance of the Product.
The Association of the Company and its DSAs is on principle to principle basis. DSA agrees that no joint venture, partnership, employment, or agency relationship exists between DSA and the Company as a result of this Agreement or use of the Product. 17. Information about DSAs:
For the purpose of registration before participating in the Company’s business program, the DSA is required to furnish the complete and accurate information in the prescribed format to the Company and also keep updated in case of any change.
DSA may voluntarily terminate his participation from Business program by giving one month written notice to the Company at any time for any reason. If the DSA terminates his participation from Business program then such DSA shall not be allowed to become DSA again for a period of six month. If DSA rejoins on line in violation of this policy then such DSA shall be terminated from the new Business program and he/she shall not be allowed to earn any revenue/pay out from the new position and that Agreement/Contract shall be treated null and void at-initio.
Applicant/ DSA hereby indemnify and to keep the Company fully and effectively indemnified against any action, liability, cost, claim, loss, damage, proceeding or expense [including Legal fees, costs and expenses on full indemnity basis] suffered or incurred arising out of or connected with the user's conduct, misuse of Cash Payment/Demand Draft/Credit Card/Debit Card or any act of Applicant/ DSA whether directly or indirectly or against any violation of this Agreement.
20. Security/Confidentiality Agreement:
Each DSA hereby, agrees to keep any Company passwords and other secure accesses information confidential and notify the Company promptly if the DSA believes that the security of an account has been compromised. The Company has taken reasonable steps to protect the security of online transactions. However, the Company cannot and does not warrant such security and will not be liable for any losses or damages resulting from any security breaches.
21. Participation and Disclaimer:
Important- Read Carefully: Be sure to carefully read and understand all of the rights and restrictions described in this DSA Participation, Disclaimer, Terms & Conditions and FAQs (Frequently Asked Questions). DSA will be asked to review and either accept or not accept the terms hereof.
(a). DSA/User checking the CHECK BOX and submitting it during the Registration process while purchasing the products/services online is a symbol of your signatures that you accept the terms of the DSA Participation and Disclaimer. This DSA Participation and Disclaimer is a binding Contract between you [either an individual, Company or a legal entity] and the Company and you are bound by the Terms and Conditions of this Agreement/Contract.
(b). to become DSA you must have completed at least 18 years of age.
(c). For protection/safeguard of Company's Business/ and to deal Legally with anti-Company activities of the DSAs the Company reserves the right to modify the Terms of Participation by the DSA or prospective applicant for online Registration at any time and without prior notice to its DSAs/Users/Prospective applicants. The effect of such modification will be retrospective. The services may be temporarily unavailable from time to time for maintenance or other reasons.
(d). for the avoidance of any doubt, under any circumstances, the Company will not refund its DSAs/Users/Prospective applicant any consideration paid by them towards any products or services of the Company.
(e). Web Site Security Rules: DSAs are prohibited from violating or attempting to violate the security of the Company and its site, including without limitation to:
i.Accessing data not intended for you or logging into a server or account which you are not authorized to access.
ii. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication, measures without proper authorization.
iii. Attempting to interfere with service to any DSA/User, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing", or
iv. Sending unsolicited information, including promotions and/or advertising of products or services.
(f). as a policy of General Rules, you will not use the Company website namely to transmit, distribute, store or destroy material in violation of any of the terms detailed herein this Agreement.
(g). The Company is not responsible for any misuse or information or material provided, However the DSA/User is responsible for any inaccurate information published on the registration form or any other material supplied to the prospective applicants.
(h). If the Company believes in its sole discretion that any material information which may create liability for the Company, the Company may take any action that it deem prudent or necessary to minimize or eliminate its potential liability. The Company reserves the right to send you emails. The Company reserves the right to send the DSA emails based on any information you have provided to us, or any information not related to the information you have provided to us. Any such email sent by the Company is not spamming, illegal or unsolicited.
(i). If DSA/user chooses to delete his/her profile and/or terminate the Business relationship with the Company, his/her profile will not appear in any search results. However, the Company keeps the right to continue sending his/her emails in other fields, despite termination of Business relationship.
(j). DSA further agree that the Company reserves the right to suspend the payment of or forfeit the pay out of such Applicant[s]/DSA[s] whose association are liable to be terminating them from Business program for committing such actions which are declared to be prohibited under this program or for non-fulfillment of any other action or terms or conditions under this program.
(k). The Company at any point of time during the progressive running of the Web based business program by the DSA or its prospective DSAs reserve the right to terminate from Business Program without any prior notice or assigning any reasons thereof to such DSAs/Applicants who joined under this program and are found guilty or are directly or indirectly indulge in recruiting their immediate family member or close relatives under their program by way of cross sponsoring/cross line jumping as embodied in the User Agreement policy and further participating in the organization of their own immediate family members/close relatives contrary to the Company's web based business program.
(l). It is also agreed that the Company reserves the right to suspend the payment of or forfeit the pay out of such Applicant[s]/DSA[s] whose Business association is liable to be terminated for committing such actions which are declared to be prohibited under this program or for non-fulfillment of any of the action or terms or conditions under this program. (m). Exclusion of all damages to the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any consequential, incidental, direct, indirect, special, punitive or other damages whatsoever [including , without limitation, damages for any injury to person or property, damages for loss of profits, business interruption, loss of business information, for loss of privacy for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any pecuniary or other loss whatsoever arising out of or in any way related to the use of or inability to use the web site, whether based on contract, tort, negligence, strict liability or otherwise, even if the Company or any supplier has been advised of the possibility of such damages. This exclusion of damages shall be effective even if any remedy fails of its essential purpose. You will indemnify and hold harmless the Company, its Directors, Officers, Employees, Agents and third parties from and against any claims, liabilities, losses, costs, damages or expenses [including attorney's fees arising from misrepresentation on the part of DSA.