A. The Company lawfully carries on the business of selling and distributing health supplements, nutraceuticals, personal care and wellness products under a valid FSSAI Licence, GST Registration, and related statutory licences.
B. The Company conducts its business strictly according to the Consumer Protection Act, 2019, the Consumer Protection (Direct Selling) Rules, 2021, subsequent 2023 amendments, and the Prize Chits and Money Circulation Schemes (Banning) Act, 1978, along with allied regulations governing labelling, advertising and consumer protection.
C. The Direct Seller has voluntarily expressed interest in marketing and promoting the Company’s products and operating a Business Centre under the Company’s Compensation Plan.
D. The Company, after due consideration, desires to appoint the Direct Seller on a lawful, ethical and compliant basis.
NOW, THEREFORE, the Parties agree as follows:
The Direct Seller is hereby authorized to promote and sell the Company’s products strictly on a principal-to-principal basis.
(a) This Agreement does not create an employer–employee relationship. The Direct Seller acknowledges that he/she shall not be entitled to wages, employee benefits, social security contributions, insurance coverage or statutory employment protections. All taxes, expenses and liabilities arising from the Direct Seller’s business activities shall be his/her exclusive responsibility.
(b) Nothing herein shall constitute the Direct Seller as an agent, representative or legally authorized signatory of the Company. The Direct Seller shall not bind the Company contractually, make commitments on its behalf, or imply any such authority to the public. Any act beyond the authority conferred herein shall be deemed misrepresentation.
(c) The Parties expressly agree that this Agreement does not establish a partnership, joint venture, franchise or fiduciary relationship. The Direct Seller has no ownership in the Company’s business, assets, goodwill, intellectual property or decision-making processes.
(d) The Direct Seller shall not hold himself/herself out as an employee or agent of the Company in any communication, representation, advertisement or interaction with third parties.
(e) The Direct Seller confirms that he/she has voluntarily chosen to associate with the Company after conducting independent evaluation and due diligence. The Direct Seller has not relied upon any oral statement, marketing pitch, testimonial, success story, income example, or informal communication while deciding to enrol/ register.
(f) The Direct Seller acknowledges that the decision to engage with the Company is based solely on personal assessment of products, business opportunity, and compliance obligations, and not on any assurance of income, employment, or business certainty.
(a) The Direct Seller’s engagement becomes effective only upon formal registration and verification. The Direct Seller shall register exclusively through the Company’s online portal and shall provide accurate, complete and truthful KYC information, including identity proof, address proof, PAN and banking credentials. Any discrepancy or falsification shall constitute grounds for immediate termination.
(b) The Company reserves absolute discretion to approve, reject or suspend a registration application. The Company may require additional documents or clarifications pursuant to statutory obligations or internal compliance procedures. Non-cooperation shall constitute breach.
(c) Upon successful verification, the Company shall issue a unique Direct Seller Identification Number (DSIN). All sales, commissions, downline activity and Business Centre records shall be mapped to this DSIN.
(d) Any attempt to create multiple DSINs, conceal identity, impersonate another person or forge documents shall be deemed fraudulent conduct warranting termination and potential legal action.
(a) The Company’s direct selling system begins with customer-based product engagement. Any individual may register as a Customer without any joining fee or mandatory purchase. Registration shall remain free at all stages. A Customer may purchase products at the pricing communicated by the Company. No Direct Seller may compel or falsely persuade any Customer to upgrade or join higher categories.
(b) A Customer may become a Preferred Customer upon achieving ten (10) Business Volume (“BV”) within forty-five (45) days. Preferred Customer status shall be granted after verification of eligibility and compliance with Company records.
(c) A Preferred Customer shall receive a Loyalty Bonus of at least ten percent (10%), redeemable exclusively against future purchases. This bonus has no monetary convertibility and shall not form part of BV, turnover, commission or taxable income. The Company may revise eligible ranges in accordance with law.
(d) The Direct Seller shall not mischaracterize Loyalty Bonus as income, profit or business earnings. Any such misrepresentation constitutes misleading commercial conduct under the Consumer Protection Act, 2019.
(a) A Digital Business Centre (“Business Centre” or “BC”) is a virtual, account-based operational unit provided by the Company through its online portal solely for the purpose of tracking product sales volume, customer activity, incentives, and commission eligibility. The Business Centre does not represent a physical office, shop, franchise, branch, or place of business.
(b) A Direct Seller may activate his/her first Digital Business Centre (“BC1”) upon accumulating twenty-five (25) Business Volume (also referred as “BV”) through personal purchases and/or genuine customer purchases conducted through authorised Company channels. There shall be no compulsory sale, investment, minimum stocking requirement, or sales target shall be imposed for the creation or activation of a Digital Business Centre.
(c) The Digital Business Centre enables accumulation of volume arising solely from lawful product sales, customer activity, and ethical team development, strictly excluding any payments or benefits linked to recruitment, enrolment, or participation fees.
(d) The sponsorship of customers or Direct Sellers shall always be voluntary and ethical. The Direct Seller shall not request, receive, or solicit any money, token, deposit, or “joining fee” from any prospective participant. Any such conduct shall be treated as unlawful inducement and a material breach of this Agreement and the Direct Selling Rules, 2021.
(e) The Direct Seller shall not represent, imply, or suggest that the creation or activation of a Digital Business Centre guarantees income, rank advancement, promotions, success, or upward mobility within the network. All forms of income projection or assured earnings representations are expressly prohibited.
(f) The Direct Seller acknowledges that all policies, Codes of Conduct, Compensation Plans, notices, and compliance communications published on the Company’s official website or digital portal shall constitute valid and binding notice. Failure to review or remain updated shall not be a defence against non-compliance.
(g) The Direct Seller undertakes to periodically review such documents and ensure continuous compliance with all Company policies and applicable laws.
(a) The Direct Seller receives limited rights under this Agreement. The Direct Seller may purchase products at Direct Seller Price (DP) and may resell them at the Maximum Retail Price (MRP) as notified by the Company. Altering price or charging premiums is prohibited.
(b) The Direct Seller may introduce new customers or ethical direct sellers in accordance with Company policies and law.
(c) The Direct Seller may attend official Company training sessions, access digital dashboards, sales tools and such resources as the Company makes available.
(d) The Direct Seller may receive commissions solely on product sales, subject to adherence to the Compensation Plan and compliance with all obligations under this Agreement.
(a) The Direct Seller shall uphold the integrity and reputation of the Company. The Direct Seller shall not make false, unverified or exaggerated claims regarding product benefits. In particular, the Direct Seller shall not claim therapeutic, curative or disease-treating effects unless expressly permitted under FSSAI, AYUSH, Cosmetic Rules or scientific evidence recognized by law.
(b) The Direct Seller shall not misrepresent the Compensation Plan or promise income, assured returns, passive earnings or financial guarantees. All claims must adhere to actual sales-based earning opportunities only.
(c) The Direct Seller shall refrain from pressuring, misleading or coercing customers into purchases or compelling individuals to join the business. Ethical and voluntary participation is mandatory.
(d) The Direct Seller shall not create fraudulent orders, manipulate BV, fabricate downline structures or create duplicate IDs. Any such act constitutes fraud and may lead to civil and criminal liability.
(e) The Direct Seller shall provide invoices, maintain personal sales records, and ensure transparency in all customer interactions.
(f) The Direct Seller shall not, directly or indirectly, demand, collect, receive, or solicit any money, deposit, subscription fee, security amount, training fee, entry fee, or consideration of any nature from any prospective customer, Direct Seller, Preferred Customer, or Business Centre applicant, other than the officially published price of products purchased through authorised Company channels.
(g) Any violation of this clause shall be treated as a serious breach amounting to unlawful inducement and shall result in immediate termination, forfeiture of incentives, and initiation of legal proceedings where necessary.
(a) The Company affirms compliance with all product laws. All products marketed by the Company are manufactured and sold under valid regulatory approvals, including FSSAI licences, GST Registration and applicable safety norms. The Direct Seller shall not make unauthorised alterations to packaging, labelling or product content.
(b) Products shall be sold strictly at MRP or DP as applicable. The Direct Seller shall not alter, inflate or discount prices without prior written approval. Mispricing constitutes misleading trading practice.
(c) Product descriptions, usage instructions, health disclaimers and marketing language must be used as provided by the Company. Unapproved modifications may attract liability under advertising laws.
(a) It is understood and agreed that earnings shall be derived strictly from product sales and no commission shall be paid for recruitment or enrolment. Any such representation constitutes a pyramid scheme under the Prize Chits and Money Circulation Schemes (Banning) Act, 1978.
(b) BV accrues only upon valid, completed product sales. Returns, cancellations or chargebacks result in reversal of BV and commissions.
(c) The Company may revise the Compensation Plan periodically to comply with law or operational requirements. All such changes shall be binding upon communication.
(d) All commissions are subject to TDS and statutory deductions. The Direct Seller shall be responsible for income tax obligations arising from commissions received.
(e) The Direct Seller expressly acknowledges and agrees that the Company does not guarantee, assure, represent, or warrant any particular level of income, profit, rank, incentive, success, business growth, or financial outcome. Any earnings or incentives that may be generated by a Direct Seller depend entirely upon individual effort, product sales, customer demand, market conditions, compliance with Company policies, and lawful conduct.
(f) The Direct Seller further confirms that no representation, promise, inducement, or assurance of assured income, fixed returns, passive earnings, or guaranteed success has been made by the Company or by any person acting on its behalf. Any illustrations, examples, or explanations provided are purely indicative and shall not be construed as promises or commitments.
(a) The Second Party agrees that he must honour all customer-oriented policies. Customers shall not be prevented or discouraged from making return or refund requests in accordance with Company policy and consumer law.
(b) The Company may repurchase unsold inventory from the Direct Seller in compliance with statutory requirements and internal policies.
(c) The Direct Seller shall not obstruct statutory rights available to consumers under the Consumer Protection Act, 2019.
(a) The Direct Seller understands and agrees that it shall adhere to strict marketing controls. No marketing material whether digital, print, verbal or audiovisual may be issued without prior written approval of the Company.
(b) The Direct Seller shall not use the Company’s trademarks, logos or intellectual property in unauthorized formats.
(c) Any misleading advertisement or unapproved representation constitutes material breach and may also attract statutory liability.
(a) The Second Party promises that the Network development must remain lawful and ethical. The Direct Seller shall not engage in cross-line poaching, lineage manipulation or solicitation of members from other groups.
(b) The Direct Seller shall not create multiple accounts or assist others in doing so. Fraud of this nature results in immediate termination.
(c) The Direct Seller shall not exploit the Company’s network, goodwill or customer database for competing businesses.
(a) The Company shall have the right to ensure compliance with this Agreement. Therefore, the Company may audit Direct Seller activities, review documentation, verify transactions and inspect conduct at any time.
(b) The Direct Seller shall cooperate with audits and investigations. Non-cooperation constitutes breach.
(c) The Company may suspend commissions or access rights during investigations into misconduct.
(a) The Direct Seller must protect Company data and Confidential information, including customer data, business strategies, compensation systems, training content and network information, shall not be shared, copied or disclosed.
(b) The Direct Seller shall comply with the Information Technology Act, 2000 and any applicable data protection norms.
(c) Confidentiality obligations survive the termination of this Agreement.
(a) All data, records, documents, customer information, distributor information, reports, software access, training materials, business structures, compensation details, and proprietary information generated, maintained, or provided by the Company, whether in physical or electronic form, shall at all times remain the exclusive property of the Company.
(b) The Direct Seller acknowledges that access to such data is provided strictly for the purpose of conducting direct selling activities for the Company and does not confer any ownership, license, or transferable right.
(c) The Direct Seller shall maintain strict confidentiality of all Company data and proprietary information during the tenure of registration as well as after termination, and shall not disclose, misuse, copy, transfer, or exploit such data for personal benefit or for the benefit of any third party.
(a) This Agreement shall continue to remain in force until terminated. However, the Company may terminate this Agreement immediately for misconduct, fraud, misrepresentation or violation of law.
(b) The Company may suspend the Direct Seller pending investigation.
(c) Either Party may terminate without cause upon fifteen (15) days’ written notice.
(d) Without prejudice to any other rights of the Company, if at any time during the subsistence of the Direct Seller’s registration it is found, discovered, or reasonably believed that the Direct Seller is engaged, directly or indirectly, in any other direct selling, multi-level marketing, money circulation, chit fund, prize chit, or similar scheme, whether lawful or otherwise, the Company shall have the absolute right to immediately terminate the registration of such Direct Seller.
(e) the termination as specified in Clause 18(d) may be effected without prior notice, as the Company considers such engagement to be fundamentally incompatible with its business model, regulatory obligations, and compliance under the Consumer Protection (Direct Selling) Rules, 2021.
(f) Upon termination, the Direct Seller shall cease using Company property, branding, login access and confidential materials.
(g) The Direct Seller agrees that the Code of Conduct forms an integral and inseparable part of this Agreement. Any violation of the Code shall be deemed a breach of this Agreement.
(h) The obligations relating to confidentiality, data protection, non-misrepresentation, non-solicitation, and ethical conduct shall survive termination of the Direct Seller’s registration.
(a) The Company shall not be responsible or liable for any unauthorised representation, promise, assurance, income projection, health claim, pricing deviation, or commitment made by a Direct Seller beyond the scope of officially approved Company materials.
(b) Any liability arising from such unauthorised acts shall be the sole responsibility of the concerned Direct Seller, who shall indemnify the Company against all losses, claims, penalties, and legal consequences.
(c) The Direct Seller promises to indemnify and hold the Company harmless for any misrepresentation, misconduct, violation of law, breach of this Agreement or infringement of rights by the Direct Seller.
(d) The indemnity includes legal costs, damages, penalties, regulatory fines and claims arising from the Direct Seller’s conduct.
(e) This obligation extends beyond termination of this Agreement.
(f) The Direct Seller expressly agrees and acknowledges that this Agreement and the Code of Conduct (Annexure - A) may be relied upon by the Company in any consumer complaint, police complaint, departmental inquiry, regulatory proceeding, arbitration, or civil litigation as evidence of lawful conduct, disclosure, compliance, and contractual obligations.
(g) The Direct Seller waives any objection to the admissibility or reliance upon these documents in such proceedings.
(a) The Parties have unequivocally agreed that the Company’s liability is limited as the Company shall not be liable for indirect, consequential, incidental or exemplary losses.
(b) The Company shall not be responsible for losses arising from the Direct Seller’s personal representations, pricing deviations or improper product claims.
(c) The maximum liability of the Company shall be restricted to legitimate unpaid commissions, if any.
(a) This Agreement shall be governed by Indian law.
(b) All disputes shall be subject to the exclusive jurisdiction of the courts at Delhi.
(c) The Direct Seller expressly submits to such jurisdiction.
(d) The Direct Seller agrees that any grievance, claim, or dispute arising out of this Agreement or Code of Conduct shall be pursued in an individual capacity only and not as part of any collective, representative, or class action.
(e) This clause shall not restrict statutory remedies available under law but is intended to prevent frivolous or coordinated claims arising from individual contractual arrangements.
(a) This Agreement supersedes all prior representations.
(b) No oral agreement or prior document shall modify this Agreement unless executed in writing by the Company.
(c) The Company may amend its policies or Compensation Plan to comply with legal changes, and such amendments shall be binding.
(d) The Direct Seller may not alter or negotiate terms unilaterally.
(e) The Company reserves the unrestricted right to amend, modify, update, suspend, or withdraw any policy, procedure, Code of Conduct, Compensation Plan, product offering, incentive structure, or operational guideline in order to comply with changes in law, regulatory directives, judicial pronouncements, or internal business requirements.
(f) Such amendments shall become binding upon publication on the Company’s official website, portal, or communication channels, and continued participation by the Direct Seller shall constitute deemed acceptance of such modifications.
24.1 The Direct Seller expressly confirms, declares, and acknowledges that he/she has carefully read, understood, and voluntarily accepted the Company’s business model, compensation structure, policies, Code of Conduct, and the official VCN Business Plan/Compensation Plan, as published on the Company’s website or provided by the Company from time to time. The Direct Seller further acknowledges that the Company has provided adequate opportunity to seek clarifications and that all queries, if any, have been satisfactorily addressed prior to registration.
24.2 The Direct Seller understands that earnings, incentives, or commissions, if any, are purely dependent upon genuine product sales, individual effort, and lawful business activities, and that no income, profit, or success is guaranteed or assured by the Company. The Direct Seller confirms that he/she has not relied upon any oral statements, promotional claims, illustrations, income projections, or representations made by any person which are inconsistent with the Company’s officially published documents.
24.3 The Direct Seller agrees that participation in the Company’s direct selling business is voluntary and based solely on his/her independent judgment and assessment of the business opportunity, and that no claim, dispute, or allegation shall be raised against the Company on the ground of misunderstanding or misinterpretation of the business plan or compensation structure.
