Cet Name



AGREEMENT BETWEEN GRPL AND DIRECT SELLER
This Agreement is made between M H STORE PRIVATE LIMITED being a private limited company incorporated under the Companies Act, 2013 through its authorised Director Miss Manjit and having its Registered Office in Rohtak, Haryana(hereinafter referred to as GRPL/Company”)

AND

I (hereinafter called as the “Direct Seller”) will be a user as well as distributor of the products being offered for sale by the Company and who shall act as an Independent Business Distributor, hereinafter termed as “Direct Seller”

1.DEFINITIONS:
That the following words used shall have the meaning as defined hereunder;

1.1 Direct Selling -It means marketing, distribution and sale of goods or providing of services as a part of network of Direct Selling, provided that such sale of goods or services occurs otherwise than through a “permanent retail location” to the consumers, generally in their houses or at their workplace or through explanation and demonstration of such goods and services at a particular place.  

1.2 Network of Direct selling – It means A network of direct sellers at different levels of distribution, who may recruit or introduce or sponsor further level of direct sellers who they support      

Explanation: “network of direct selling” shall mean any system of distribution or marketing adopted by a direct selling entity to undertake direct selling business and shall include the multi – level marketing method of distribution.

1.3 Direct Selling Entity -  Means the Company/GRPL carrying on its  main business in the name and style of GRPL.
As per the guidelines, Direct Selling entity means an entity, not being engaged in a pyramid scheme, which sells or offers to sell goods or services through a direct seller. Further, “Direct Selling Entity” does not include any entity or business notified otherwise by the government for the said purpose from time to time as mentioned in clause 1.7 of the contract.

1.4 Direct Seller Means a person competent to enter into contract as per “Indian Contract Act,1872”, and in case of a corporate, partnership or any other legal entity, a person who is authorized by the said entity to engage into the business of Direct Selling.
Further, as per the guidelines – Direct Seller is a person appointed or authorized, directly or indirectly by a Direct Selling Entity through a legally enforceable written contract to undertake direct selling business on principal to principal basis

1.5 Consumershall have the same meaning as provided under the Consumer Protection Act, 1986.
Under the Act, Consumer is a person whoHires or avails of any services for a 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 services other than the person who hires or avails the services for consideration paid or promised or partly paid and 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 services for any commercial purposes;
Explanation- “commercial purpose” does not include use by a person of goods bought and used by him and services availed by him exclusively for the purpose of earning his livelihood by means of self- employment.
Under the guidelines, the Direct seller as well as the general public shall be the consumer and GRPL shall be the service provider for providing advertisement space on its web portal

1.6 Consumer Dispute means a dispute where the person against whom a complaint has been made, denies or disputes the allegations contained in the complaint.

1.7 ProspectA person to whom an offer or a proposal is made by the Direct Seller to join a Direct Selling Opportunity.Any new prospective person who would have intent to enrol as a Direct Seller is a Prospect.

1.8 Goods - Means goods/products – Goods would mean the goods as defined under the Sale of Goods Act, 1930 and Section 3(26) of the General Clauses Act, 1897, is that, it shall include every kind of movable property other than actionable claims and money.

1.9 Service means service of any description which is made available to potential users and includes, but not limited to, the provision of  facilities in connection with banking, financing insurance, transport, processing, supply of electrical or other energy, board or lodging or both, housing construction, entertainment, amusement or the purveying of news or other information, but does not include the rendering of any service free of charge or under a contract of personal service;

1.10Spurious goods and services mean such goods and/or services which are claimed to be genuine but they are actually not so;

1.11 Saleable means with respect to goods and/or services, unused and marketable, which has not expired, and which is not seasonal, discontinued or special promotion goods and/ or services

1.12 Cooling Off Period  means the duration of time counted from the date when the direct seller and the direct selling entity enter into an agreement and 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.

1.13 Unfair trade practicemeans a trade practice which, for the purpose of promoting the sale, use or supply of any goods or for the provision of any service, adopts any unfair method or unfair or deceptive practice including any of the following practices, namely;—
(1) the practice of making any statement, whether orally or in writing or by visible representation which,—(i)   falsely represents that the goods are of a particular standard, quality, quantity, grade, composition, style or model;
(ii)  falsely represents that the services are of a particular standard, quality or grade;         
(iii)  falsely represents any re-built, second-hand, renovated, reconditioned or old goods as new goods;
(iv)  represents that the goods or services have sponsorship, approval, performance, characteristics, accessories, uses or benefits which such goods or services do not have;
(v)   represents that the seller or the supplier has a sponsorship or approval or affiliation which such seller or supplier does not have;
(vi)  makes a false or misleading representation concerning the need for, or the usefulness of, any goods or services;
(vii) gives to the public any warranty or guarantee of the performance, efficacy or length of life of a product or of any goods that is not based on an adequate or proper test thereof;
Provided that where a defence is raised to the effect that such warranty or guarantee is based on adequate or proper test, the burden of proof of such defence shall lie on the person raising such defence;
(viii)makes to the public a representation in a form that purports to be—
(i)   a warranty or guarantee of a product or of any goods or services; or
(ii)   a promise to replace, maintain or repair an article or any part thereof or to repeat or continue a service until it has achieved a specified result, if such purported warranty or guarantee or promise is materially misleading or if there is no reasonable prospect that such warranty, guarantee or promise will be carried out;
(ix)  materially misleads the public concerning the price at which a product or like products or goods or services, have been or are, ordinarily sold or provided, and, for this purpose, a representation as to price shall be deemed to refer to the price at which the product or goods or services has or have been sold by sellers or provided by suppliers generally in the relevant market unless it is clearly specified to be the price at which the product has been sold or services have been provided by the person by whom or on whose behalf the representation is made;
(x)  gives false or misleading facts disparaging the goods, services or trade of another person.
Explanation. - For the purposes of clause (1), a statement that is—
(a)  expressed on an article offered or displayed for sale, or on its wrapper or container; or
(b)  expressed on anything attached to, inserted in, or accompanying, an article offered or displayed for sale, or on anything on which the article is mounted for display or sale; or
(c)  contained in or on anything that is sold, sent, delivered, transmitted or in any other manner whatsoever made available to a member of the public, 
shall be deemed to be a statement made to the public by, and only by, the person who had caused the statement to be so expressed, made or contained;
(2) permits the publication of any advertisement whether in any newspaper or otherwise, for the sale or supply at a bargain price, of goods or services that are not intended to be offered for sale or supply at the bargain price, or for a period that is, and in quantities that are, reasonable, having regard to the nature of the market in which the business is carried on, the nature and size of business, and the nature of the advertisement.
Explanation .—For the purpose of clause (2), "bargaining price" means—
(a)     a price that is stated in any advertisement to be a bargain price, by reference to an ordinary price or otherwise, or
(b)     a price that a person who reads, hears or sees the advertisement, would reasonably understand to be a bargain price having regard to the prices at which the product advertised or like products are ordinarily sold;
(3)   permits—
(a)     the offering of gifts, prizes or other items with the intention of not providing them as offered or creating impression that something is being given or offered free of charge when it is fully or partly covered by the amount charged in the transaction as a whole;
(b)     the conduct of any contest, lottery, game of chance or skill, for the purpose of promoting, directly or indirectly, the sale, use or supply of any product or any business interest;
(3A) withholding from the participants of any scheme offering gifts, prizes or other items free of charge, on its closure the information about final results of the scheme.
Explanation — For the purposes of this sub-clause, the participants of a scheme shall be deemed to have been informed of the final results of the scheme where such results are within a reasonable time, published, prominently in the same newspapers in which the scheme was originally advertised;
(4)   permits the sale or supply of goods intended to be used, or are of a kind likely to be used, by consumers, knowing or having reason to believe that the goods do not comply with the standards prescribed by competent authority relating to performance, composition, contents, design, constructions, finishing or packaging as are necessary to prevent or reduce the risk of injury to the person using the goods;
(5)   permits the hoarding or destruction of goods, or refuses to sell the goods or to make them available for sale or to provide any service, if such hoarding or destruction or refusal raises or tends to raise or is intended to raise, the cost of those or other similar goods or services.
(6)   manufacture of spurious goods or offering such goods for sale or adopts  deceptive practices in the provision of services.

1.14 Restrictive Trade Practice means a trade practice which tends to bring about manipulation of price or conditions of delivery or to affect flow of supplies in the market relating to goods or services in such a manner as to impose on the consumers unjustified costs or restrictions and shall include—
(a)  delay beyond the period agreed to by a trader in supply of such goods or in providing the services which has led or is likely to lead to rise in the price;
(b)  any trade practice which requires a consumer to buy, hire or avail of any goods or, as the case may be, services as condition precedent to buying, hiring or availing of other goods or services;

1.15 Deficiency means any fault, imperfection, shortcoming or inadequacy in the quality, nature and manner of performance which 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 in relation to any service.

1.16 Pyramid Schememeans a multi layered network of subscribers to a scheme formed by subscribers enrolling one or more subscribers in order to receive any benefit, directly or indirectly, as a result of enrolment, action or performance for additional subscribers to the scheme. The subscribers enrolling further subscriber(s) occupy higher position and the enrolledsubscriber(s), lower position, thus, with successive enrolments, they form multi layered network of subscribers.
Provided that the above definition of a Pyramid Scheme shall not apply to a multi layered network of subscribers to a scheme formed by a Direct Selling Entity, which consists of subscribers enrolling one or more subscribers in order to receive any benefit, directly or indirectly, where the benefit is as a result of sale of goods or services by subscribers and the scheme/financial arrangement complies with all of the following:
(a)        It has no provision that a Direct Seller will receive remuneration or incentives for the recruitment or enrolment of new consumers;
(b)        It does not require a participant to purchase goods or services:
i. For an amount which exceeds an amount for which such goods or services can be expected to be sold or resold to consumers;
ii. 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;
(c)        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;
(d)        It provides with a participant of a written contract describing the “material terms of participation”;
(e)        It allows or provides for a participant a reasonable cooling off period to participate or cancel participation in the scheme and receive a refund of any consideration given to participate in the operations;
(f)         It allows or provides for a buy back or repurchase policy for “currently marketable” goods or services sold to the participant at a request of the participant at reasonable terms;
(g)        It establishes a grievance redressal mechanism for consumers, Explanation: For the purpose of this proviso the term “material terms” shall mean buy back or repurchase policy, cooling off period, warranty and refund policy.

1.17 Money Circulation Scheme defines a scheme by whatever name called for the making of quick or easy money or for the receipt of any money or valuable thing as a consideration for a promise to pay money on any event or contingency relative or applicable to the enrolment of members into the scheme, whether or not such money or thing is derived from the entrance money of the members of such scheme or periodical subscription.

1.18 Complaint means any allegation in writing made by a complainant that—
(i)          an unfair trade practice or a restrictive trade practice has been adopted by any trader or service provider;
(ii)         the goods bought by him or agreed to be bought by him; suffer from one or more defects;
(iii)        the services hired or availed of or agreed to be hired or availed of by him suffer from deficiency in any respect;
(iv) a trader or service provider, as the case may be,  has charged for the goods or for the service mentioned in the complaint a price in excess of the price-
(a)  fixed by or under any law for the time being in force
(b)  displayed on the goods or any package containing such goods ;
(c)  displayed on the price list exhibited by him by or under any law for the time being in force;
(d)    agreed between the parties;
(v)  goods which will be hazardous to life and safety when used or being offered for sale to the public-
(A)  in contravention of any standards relating to  safety of such goods as required to be complied with, by or under any law for the time being in force;
(B)    if the trader could have known with due diligence that the goods so offered are unsafe to the public;
(vi) services which are hazardous or likely to be hazardous to life and safety of the public when used, are being offered by the service provider which such person could have known with due diligence to be injurious to life and safety.

1.19 Affiliation NO. /Unique ID /Track ID/Membership IDMeans unique identification number issued by the Company to the Direct Seller as token of acceptance of his/her application for Direct Selling of the goods/ products of the Company.

1.20 PasswordMeans unique code allotted to each Direct to allow them to log on to the website of the Company.

1.21 WebsiteMeans official website of the Company or the mobile application launched by the company or the domain name of the company and supplementary pages on social networking sites.

1.22 Remuneration System It means the system followed by the Direct Selling Entity to compensate the direct seller which illustrates the mode of sharing of incentives, profits and commissions, including financial and non-financial benefits, paid by the direct selling entity to the direct sellers, on a monthly or periodic or yearly basis or both as the case maybe. This system for every Direct Selling entity, shall:
a)         Have no provision that a direct seller will receive remuneration from the recruitment to participate in such direct selling;
b)         Ensure that the direct sellers shall receive remuneration derived from the sale of goods or services;
c)         Clearly disclose the method of calculation of remuneration.

1.23 EXIT POLICY – The manner in which the Direct seller can exit or terminate the agreement shall be termed as Exit Policy.

NOW THIS DEED WITNESSETH AS UNDER:  The “Company” and “Direct Seller” agree and undertake as follows:-
1.     That the Company is engaged into the business of offering its portal for advertising through the strategy of multi - level marketing and in other business activities as stated in the Object Clauses of memorandum of Association of the Company. For smooth running of the business of direct selling, Company has certain rules and regulations, marketing plan and other terms and conditions. In order to prevent fraud and protect legitimate rights and interests of the consumers, the Company has strictly undertaken to comply with the Model Guidelines on Direct Selling, 2016.
2.     That the Company is offering web space on their website/portal to display the details of the products, services, marketing methods, business monitoring to enhance and promote their business or professional service through the medium of online advertisements. The business of the Company is carried through Direct Sellers whoare responsible for marketing and selling of the website space for online advertising.
3.     That the terms and conditions of the present contract are governed by Section 10 of the Indian Contract  Act, 1872  whereby this contract is exclusively  made by the free consent of parties who are competent to contract, for a lawful consideration and with a lawful object. Any interested individual being an Indian Citizen may apply in the prescribed form to become a Direct Seller of the Company. The intending Direct Seller shall go through the terms and conditions herein below thoroughly and if agreeable to the terms and conditions shall append their signature in the column provided hereunder as token of their acceptance.
4.     The remuneration system for each Direct seller shall be as per the package purchased and the details whereof are annexed as Annexure A, which is duly signed by both the parties.

A: APPOINTMENT OF DIRECT SELLERS:
a.         The Company upon scrutiny and verification of the Application mayconsider the Applicant as “Direct Seller” for Direct Selling the services of the Company. The Company shall be at liberty to accept or reject his/her/their application at its discretion.
b.         Direct Seller is an independent contractor and not purchaser of a franchise or a business opportunity. The agreement between the Company and its Direct Seller does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Direct Seller. Direct Seller shall not be treated as an employee for his or her services or for central or state tax purposes. All Direct Sellers are responsible for paying local, state, and central taxes including but not limited to Income tax, Service tax, Professional tax, etc. due from all compensation earned as a Direct Seller of the Company. The Direct Seller has no authority (expressed or implied), to bind the Company to any obligation. Each Direct Seller shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Direct Selling Agreement, these Policies and Procedures, and applicable laws. The name of the company and other names as may be adopted by the company are proprietary trade names, trademarks and service marks of the company. As such, these marks are of great value to the company and are supplied to the Direct Sellers for their use only in an expressly authorized manner.
c.          The Direct seller can choose from various packages offered by Direct selling entity and then purchase the services accordingly. Thereafter, the person shall be enrolled as a Direct seller.
d.         The Direct seller shall be allotted a unique ID and password by the Company through which it shall access to its services and also all other information on website.
e.         Relation between the Company and the Direct Seller and their activities hereunder shall be governed in addition to this agreement, by the rules/ procedure contained in the marketing plan, available on website. The Direct Seller confirms that he/she has read out all the terms & conditions thereof and agrees to be bound by them.

B: RIGHTS AND RESPONSIBILITIES OF DIRECT SELLER
Rights and Responsibilities of Direct Seller shall be supplemental to Indian Contract Act,1872.
1.         Direct Seller shall be issued a unique membership ID and they should carry their identity card and not visit the customer’s premises without prior appointment/approval;
2.         They shall apprise the prospects who are interested to become part of the multi-level marketing of this product, their own identity , the identity of the direct selling entity, the nature of the services sold and the purpose of the solicitation to theprospective consumer;
3.         They should offer a prospective consumer accurate and complete explanations and demonstrations of services, prices, terms of payment, return policies, exit/refund policy and timelines as provided by the Company;
4.         They should apprise the prospect of the following information, namely:
a) Name, address, registration number or enrolment number, identity proof and telephone number of the direct selling entity;
b) A description of the goods or services to be supplied;
c) Explain to the consumer about the exit policy and cooling off period of the company in the details before the transaction;  
d) The Order date, the total amount to be paid by the consumer along with the bill and receipt;
e) Information of his/her rights to cancel the order and / or to claim refund;
g) Details regarding the complaint redressal mechanism;
5.         A direct seller shall keep proper book of accounts stating the details of the products, price, tax and the quantity and such other details in respect of the goods sold by him/her, in such form as per applicable law.
6.         That there shall be a specific Code of conduct which shall bind all concerned parties in the manner as provided hereunder:-
7.         The Direct Seller shall not use misleading, deceptive and / or unfair trade practices;
8.         The Direct Seller shall not  use misleading, false, deceptive, and / or unfair recruiting practices, including misrepresentation of actual or potential sales or earnings and advantages of Direct Selling to any prospective direct seller, in their interaction with prospective direct sellers;
9.         The Direct Seller not make any factual representation to a prospective direct seller that cannot be verified or make any promise that cannot be fulfilled;  
10.        The Direct seller shall not Present any advantages of Direct Selling to any prospective direct seller in a false and / or a deceptive manner;
11.        The Direct Seller shall not knowingly make, omit, engage, or cause, or
permit to be made, any representation relating to the Direct Selling operation, including remuneration system and agreement between the Direct Selling entity and the direct seller, or the goods and / or services being sold by such direct seller which is false and / or misleading;
12.        The Direct Seller shall not encourage direct sellers recruited by the first mentioned direct seller to purchase or services in unreasonably large amounts;
13.        The Direct Seller shall not  Provide any literature and / or training material not restricted to collateral issued by the Direct Selling entity, to a prospective and / or existing direct sellers both within and outside the parent Direct Selling entity, which has not been approved by the parent Direct Selling entity;  
14.        The Direct Seller shall not require prospective or existing direct sellers to purchase any literature or training materials or sales demonstration equipment. The same shall be provided free of cost by the Direct Selling Entity and orientation sessions shall be conducted for the prospects prior to their joining by the Direct selling entity.
15.        The Direct Seller shall respect the lack of commercial experience of Consumers;  not abuse the trust of individual consumers; not exploit a Consumer’s age, illness, lack of understanding or unfamiliarity with a language; and  not induce a person to purchase goods or services based upon the representation to the effect that a Consumer can reduce or recover the purchase price by referring prospective customers to the Direct Seller  for similar purchases, if such reductions or recovery are contingent upon some uncertain, future event.
16. The Direct seller shall not indulge into any restrictive trade practice  which
means a direct seller shall not directly or indirectly facilitate a trade practice which tends to bring about manipulation of price or conditions of delivery or to affect flow of supplies in the market relating to goods or services in such a manner as to impose on the consumers unjustified costs or restrictions.
17. The Direct seller shall not indulge into promoting or advertising any pyramid
scheme. Thedirect sellers shall make it explicitly clear to the prospect customer that this is not a Pyramid scheme under the garb of Direct Selling.
18. The Direct Seller shall apprise the prospective consumer/ subscribers of the
cooling off period as well as the termination/exit policy and its reasonable terms after the expiry of cooling off period.
19.    The Direct seller shall also provide a copy of the order placed, date of the same, invoice for the services purchased and receipt of the payment in lieu thereof to each consumer.
20.The Direct Sellerhereby declare that all the information furnished to the
Company are true and correct. The company shall be at liberty to take any action against the Direct Seller in the event, it is discovered that the Direct Sellerfurnished any wrong/false information to the Company or to any prospect.
21.   The Direct seller shall not sell the advert costing Rs. 70/- per post at any price more than Rs. 150/- per post. For the purposes of the Company, this shall be the maximum MRP for each advert.

C. GENERAL TERMS
a.         The Company does not guarantee/assure any facilitation fees or income to the Direct Seller on account of becoming just a mere “Direct Seller” of the Company.
b.         Membership ID has to be quoted by the Direct Seller in all his/her transactions and correspondence with the Company. The track ID once allotted cannot be altered at any point of time.
c.          No communication will be entertained without the unique Membership ID and password. Direct Seller shall preserve the ID, Username and Password properly as it is “must” for logging on to website.
d.         The Company reserves its right to withheld/block/suspend the Direct Seller  in the event the Direct Seller fails to provide any details as desired by the Company from time to time including making any falsified claims or submission of PAN CARD details, etc..
e.         Direct Seller undertakes to adhere for policies, procedures, rules and regulations formed by the Company.
f.          The Direct Seller shall be faithful to the Company and shall uphold the integrity and decorum to the Company and shall maintain good relations with other Direct Seller and other clients also.
g.         Company reserves the rights to modify the terms and conditions, products, plan, business and policies with/without giving prior notice. Such notice may be published through the official website of the Company, and any such modification/amendment shall be applicable and binding unto the Direct Seller from the date of such notice.
h.         In case of death or loss of contractual capacity of Direct Seller , his/her nominee or legal heir shall become the Direct Seller of the Company and he/she shall also abide by all rules and regulations, terms and conditions etc., in the same manner as original Direct Seller  was supposed to abide.
i.          Direct Seller shall not send, transmit or otherwise communicate any messages to anybody on behalf of the Company otherwise those for which they are authorised.
j.          Direct Seller shall not use the GRPL trademark, logotype and design anywhere without written permission from the Company. This permission can be withdrawn at any time by the Company.

D. PROHIBITIONS
a.         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.
b.         Bonus buying is strictly and absolutely prohibited.
‘Bonus buying’ includes:
(a) The enrolment of individuals or entities without the knowledge of and/or execution of a Direct Selling Application and Agreement by such individuals or entities;
(b) The fraudulent enrolment of an individual or entity as a Direct Seller ;
(c) The enrolment or attempted enrolment of non- existent individuals or entities as Direct Sellers
(d) Purchasing excessive amounts of goods or services that cannot reasonably be used or resold in two month;
(e) Attempt to cross sponsor or re-enroll an existing customer or Direct Seller ; or
(f) Any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that is not driven by bona fide product or service purchases by end user or consumers.

E: RIGHTS AND RESPONSIBILITES OF DIRECT SELLING ENTITY
GRPL shall have following responsibilities which shall be supplemental to responsibilities under The Indian Contract Act, 1872:-
1.             GRPL shall not make any claim which is in contradiction or violation of the agreement or unauthorized by GRPL.
2.             GRPL’S agreement with the Direct Seller shall explicitly provide him/her an authorization to offer for sale the services of providing space on the web portal of the Company GRPL.
3.             GRPL shall refrain from promoting or advertising any pyramid scheme. GRPL shall make it explicitly clear to the prospect customer that this is not a Pyramid scheme under the garb of Direct Selling.
4.             GRPL shall maintain the entire records either manually or electronically of all its business dealings. The same shall include the details of services provided, consideration for the same, details of package being offered, remuneration methodology, register of direct selling agents and also details of users who are registering to post free advertisements.
5.             GRPL shall maintain the Register of Direct Sellers with all their details either manually or electronically. GRPL shall also maintain the database of names, email address and mobile numbers of users who avail the free advertisement facility.
6.             The KYC details of each Direct Seller shall be maintained by GRPL which shall include but not limited to Name, Email address, Mobile and landline numbers, photograph, PAN Card, Aadhar Card, Proof of address and/or Copy of Passport.
7.             GRPL shall provide the complete accurate and correct information with respect to the remuneration system and also its limitations and responsibilities attached thereto.
8.             GRPL shall also endeavour to provide detailed orientation sessions to all prospective recruits/prospects of the company explaining the working, services being rendered and remuneration system.
9.             GRPL shall ensure that the privacy of the customer credentials and information is maintained and not leaked or sold to any third party as database in any manner whatsoever.
10.          GRPL shall document each and every complaint and address the same under the grievance redressal mechanism. These shall include complaints made verbally through phone, email, post,website, physical walk in as well.  Their timing and redressal shall be documented by GRPL. Every complaint received shall have a complaint number and a full - fledged system will be in place for tracking the complaint and record time taken for redressal.
11.          GRPL shall provide information to all its customers through Direct Selling agents about Cooling off period of 30 days from the date of entering into the legally binding and enforceable contract is being mentioned in the agreement;

F. SPECIAL CONDITIONS
Notwithstanding anything stated or provided herein, the Company shall have full powers and discretion to modify, alter or vary the terms and condition in any manner whatsoever they think fit and shall be communicated through official website or other mode as the Company may deem fit and proper. If any Direct Seller does not agree to be bound by such amendment, he/she may terminate this agreement within 30 days of such publication by giving a written notice to the Company. Without submission of the objection for modification etc., if Direct Seller continues the Direct Selling activities then it will be deemed that he/she has accepted all modifications and amendments in the terms & conditions for future.

G. TERMINATION
Cooling off period – The said contract provides for a cooling off period of 30 days from the date the contract is entered into between GRPL and the Direct seller In case, the Direct seller wishes to withdraw its enrolment and seeks refund within the stipulated period of 30 days, it can apply to the company and the company shall refund its entire contribution without construing it as a breach of contract and thus let them exit from the network accordingly.
Termination/Exit after cooling off period – In case the Direct seller wants to terminate its enrolment after the expiry of cooling off period, the Direct seller shall make the proportionate adjustments as regards the expenses and payments made and then as per the amount due, pay the refund (if any) and block the access to their account on the website.
The Company may terminate this agreement for any reason not limited to;
(A) Pursuant to the provision to the marketing plan.
(B) For reason of non-performance.
(C) Any unethical and pre judicial work to the interest of the Company.
(D) For the breach of any terms and conditions of this agreement and marketing plan.
(E) Information given by Direct Seller found wrong/false.
(F) Direct Seller is convicted of an offence punishable by a prison term.
(G) Is declared bankrupt.
(H) Is not mentally sound to handle the business.
(I) Migrates to other country.
Termination of a Direct Sellermeans termination of:-
(A) All rights and entitlements as a GRPL Direct Seller.
(B) Removal of their account from the website of GRPL.
(C) Identification as a GRPL Direct Seller.
(D) Right to go at any GRPL office and attend any meeting.

H.  RENEWAL/AGREEMENT PERIOD
Direct Seller’s authorization shall expire at the end of twenty four months from the date of acceptance of application form for Direct Seller by the Company. In order to keep continuity as Direct Seller of GRPL for further period, Direct Seller must annually renew his/her authorization of  Direct Seller  on or before the expiry period. Renewal application is available on GRPL website in personal information. Direct Seller has to apply for renewal through login his/her personal information. Company reserves the right to refuse any renewal request and can revoke any Direct Seller renewal application if, in Company’s opinion, the Direct Seller’sactivities have not been in accordance with the interest of GRPL or if the Direct Seller did not comply with any of the rules, procedures, terms and conditions etc., during the twelve preceding months. The agreement of Direct Seller will automatically finish in case of non-compliance of renewal formalities.
The terms and conditions for renewal in case the advertisement space is not utilised within a stipulated time can be mutually agreed upon by the direct selling entity and direct seller. The period of completion of services being rendered in the agreement shall vary from 2 years to 5 years depending upon the package availed by the Direct Seller. Further, provisions for renewal of contract will also be stipulated in the contract in case the space remains unutilized for a period mutually applicable to both direct selling entity and direct seller.

I. FORCE MAJEURE /DELAYS
The Company shall not be liable for any failure to perform its obligations or delays in transactions  where such failure has resulted due to Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, any type of redirection by Government (Central and / or State), Local Authority etc.

J. GRIEVANCE REDRESSAL MECHANISM
Process of Complaint Filing as per Grievance Dispute Redressal Mechanism of the company:
1.     In case the Direct seller has any grievance against the Company, the first step should be to try to resolve the matter directly with the Company.
2.     The complaint should be in writing and should include the following information: `
i.  The date and details of the incident;
ii. The contact details of the parties involved;
iii. A description of the efforts you have made to resolve the matter;
iv. The cost of the service involved, if relevant, including invoices or other supporting documents;
v. A description of the actions the other parties have made to resolve the matter;
vi. In case your complaint is not resolved within 45 days of your written complaint, please write and post to GRPL Headquarters at Jasola, New Delhi to the attention of compliance/complaint department.

K. RECOURSE AND LEGAL APPLICABILITY
Any aggrieved person can file a complaint, if there is an unfair trade practice, services are deficient or the charges for the services are being charged more than that as agreed between the consumer and GRPL.
The terms and conditions stipulated in the foregoing paragraphs shall be governed in accordance with the law in force in India. Disputes, if any, shall be subject to the exclusive jurisdiction of the courts in New Delhi.
If any dispute or difference arises between GRPL and the Direct Seller, the same shall be referred to Grievance Redressal Mechanism and in case there is no resolution then the dispute shall be referred to sole arbitrator appointed by the Company.  Arbitration in such event shall be conducted as per “Arbitration and Conciliation Act, 1996” as amended from time to time. Venue of such Arbitration shall be in New Delhi and the language shall be English. The decision of the arbitrator shall be final and binding.
GRPL’s liability, whether in contract, tort or otherwise arising out of or in connection with the agreement and/or relationship arising there from shall not exceed the lesser of
a) actual damages or loss assessed by the arbitrator or any other dispute resolution mechanism adopted by the parties or;
b) the total commission earned by the Direct Seller during preceding six months of the date of dispute.
This Agreement is an authentic and legally binding document. Any addition or alteration in the said agreement has to be with a supplemental agreement in writing duly agreed upon by both the parties.
Read over and understood by me/ to me and agreed by me.
1. That I have read and understood the terms and conditions for appointment of Direct Seller of the Company.
2. I have also gone through the Company's official website, printed materials, brochures and convinced about the business and I have applied to appoint me as a Direct Seller on my own volition.
3. I declare that I have not been given any assurance or promise by the Company or its Direct Sellersas to any income on account of the product purchase made by me. However, I am made to understand that I will be required eligible for income/facilitation fees depending upon the volume of business done by me, as per terms and the Company reserves the right to change the Business Plan at any point of time.
4. I undertake not to misguide or induce any one dishonestly to join the Company.
5. I hereby agree and adhere to the terms and conditions as stipulated along with the application form and as mentioned above to agree to purchase the product as Consumer/to do the Direct Seller activities.
6. I hereby agree to submit all disputes to arbitration as provided in the terms and conditions of the Company.





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