The MiVeda Administration Policy
MiVeda Pty Ltd (ABN 43008038819) and its associated subsidiary companies (eg MiVeda Marketing India Private Limited SRN B16518458) (“the Company”) and each of its registered members (“Distributor”) agree to these administration terms and conditions (“the MiVeda Administration Policy”).
1. Incorporation of the MiVeda Administration Policy into the MiVeda Distributor Agreement
This MiVeda Administration Policy is incorporated into the Distributor’s Application and the MiVeda Distributor Agreement.
2. Distributor Status
A person may become a Distributor respectively by completing, signing and returning an electronic distributor application form (“Distributor Application”) to the Company’s registered corporate office. A person purchasing an order of products from the Company, and/or a Distributor package of training and marketing materials (which maybe hardcopy or electronic in format), is required to become a Distributor.
The Company reserves the right to reject any Distributor Application, order for products or cancel the distributorship of any Distributor for any breach of the MiVeda Distributor Agreement.
If the Company rejects a Distributor Application, notification of such rejection will be e-mailed to the person who submitted the application.
A Distributor Application received without the required application fees or other payments will not considered or reviewed by the Company computer until payment has been received in full by the Company.
Related corporations, spouses and dependent children of a registered Distributor may only become a distributor themselves if they become a distributor within the same distributorship as the existing registered Distributor.
If two (2) previously registered Distributors marry, each may continue to maintain their separate organisations provided they each have obtained the rank of Gold Distributor or above.
Any change to a Distributor Application or to a Distributor's details (e.g. name, address, phone number) must be notified to the corporate office in writing by electronic mail.
3. Restrictions on becoming a Distributor
A Distributor must be of legal age in their province/state/country of residence to enter into this contract.
A Distributor may not have a simultaneous interest in more than one distributorship, whether held as an individual, partnership or corporation.
A Distributor must wait twelve (12) months after cancelling their distributorship before re-applying to become a Distributor or becoming an employee of a Distributor, or becoming involved with another Distributor’s distributorship in any way.
Each Distributor is an independent contractor of the Company and not the purchaser of a franchise or business opportunity.
The relationship between the Company and Distributor is not to be construed as a franchise or a partnership.
As an independent contractor, each Distributor may not represent, by implication or otherwise, that they are an officer, employee, agent, or owner of the Company.
A Distributor is personally responsible for, and indemnifies the Company against any loss or claim arising out of, any and all actions and statements made by the Distributor regarding the Company and/or its products, including (but not limited to) being responsible for payment of their own taxes (Local, State and Federal), insurance, pension funds, workers compensation and the like.
A Distributor does not have any authority to bind the Company to any contractual obligation, explicit or inferred.
The Company must receive a copy of each Distributor’s relevant tax number and bank account details if a distributorship wishes to register a business or company as a Distributor.
Each Distributor is personally responsible for all verbal or written statements made by that Distributor regarding the Company, the Company products, services, and the MiVeda Compensation Plan that are not expressly contained in official Company material.
Each Distributor agrees to indemnify the Company, its Directors, officers, agents, and employees, and hold them harmless from any and all losses, claims, damages, or liability, including, but not limited to judgements, civil penalties, refunds, legal fees, court costs, damages or lost business incurred by the Company as a result of any unauthorized representations or actions made by the Distributor.
This provision shall survive the termination of the MiVeda Distributor Agreement.
A Distributor may arrange insurance coverage for their business.
Such cover may insure business-related injuries or the theft of, or damage to, inventory or business equipment.
Each Distributor agrees the Company is not responsible for any insurance relating to an individual Distributor’s business and releases the Company from any liability from the failure to insure a Distributor’s business.
Each Distributor warrants that they shall comply with any local, ordinance, regulation, by-law or similar authority that applies to that Distributor’s business and distributorship.
8.Compliance with Federal, State Laws.
Distributors shall comply with all federal and state laws in the conduct of their business or distributorship.
9. Annual Renewal.
The MiVeda Distributor Agreement expires on the anniversary day of the commencement date of the agreement, or subsequent renewal date.
Notification of the renewal date will be e-mailed, to the email address on file with the Company, at least thirty days prior to the expiration date of the MiVeda Distributor Agreement.
Each Distributor must annually apply to renew the MiVeda Distributor Agreement.
Each MiVeda Distributor Agreement renewal application shall not be processed by the Company until the Company is in receipt of the full renewal fee and/or applicable fee for the minimum order of product.
Unless terminated in accordance with the MiVeda Distributor Agreement, each MiVeda Distributor Agreement will expire on the anniversary day of the commencement date or date of renewal..
Should the Distributor’s MiVeda Distributor Agreement end or terminate, the Company may in its absolute discretion transfer, allocate, hold, sell, or deal with the Distributor’s MiVeda Distributor Agreement rights and interest.
Without limiting the generality of the foregoing, should a MiVeda Distributor Agreement be terminated or end, all rights and interest of the Distributor in the MiVeda Distributor Agreement shall cease and be returned to the Company; the Distributor shall be removed from the Company’s marketing structure, the Distributor shall forfeit all rights and claims to current and future bonuses, and the Distributor shall forfeit all of their distributorship business and organisation.
Any Distributor that has his/her MiVeda Distributor Agreement or business terminated or cancelled may re-apply to become a new Distributor after the expiry of 12 months from the date of termination or cancellation. Notwithstanding the forgoing, any Distributor that re-applies will not be entitled to receive the return of any rights, interest, or benefits of a previously cancelled or terminated distributorship but must begin again at the lowest entry level of the Company’s marketing structure.
For the avoidance of doubt, it is the sole responsibility of each Distributor to secure annual renewal of its MiVeda Distributor Agreement.
During the time between termination or cancellation, and re-application to become a Distributor, a Distributor is prohibited from actively or passively participating in any other Distributor’s distributorship or attending any Company sponsored meetings, events or functions.
10. Sponsoring Policy
Every Distributor must have a Sponsor, being the person or entity referenced on each Distributor’s initial Distributor Application as that Distributor’s sponsor (Sponsor).
Should more than one Distributor contact the same prospective distributor, that prospective distributor will generally be sponsored by the first Distributor who presents the prospective Distributor with a Distributor Application. Notwithstanding the foregoing, each prospective distributor is entitled to exercise their own discretion when choosing which Sponsor they nominate on their Distributor Application.
For the avoidance of doubt, the Distributor agrees the Company will not mediate disputes between Distributors and prospective distributors in matters relating to nomination of Sponsors, and the Company and Distributors will recognise the Sponsor nominated on the Distributor Application first received and accepted by the Company at its corporate office as the rightful Sponsor of the prospective distributor.
11. Sponsor Responsibilities
All new Distributors shall receive free training and support from their Sponsor. A Sponsor shall provide basic and adequate training to their new Distributors.
Adequate training shall include (but not be limited to) education regarding the MiVeda Distributor Agreement, product information, sound business practices, sales strategies, and ethical behaviour.
A Sponsor must maintain an ongoing, professional, and leadership association with Distributors in their business organisation.
12. Transfer of Placement
The Distributor agrees that they may not transfer to another position between business organisations without the express written consent of the Company.
The Distributor acknowledges that the Company strongly discourages and maintains absolute discretion as to whether it consents to the transfer of a Distributor to another position within business organisations.
Not withstanding the foregoing, a Distributor may transfer to a different placement position if the transfer is requested in writing within 7 days of the Distributor Application being accepted by the Company. The following signatures are required on the written request to transfer along with the relevant processing fee:
1) the requesting Distributor;
2) the original Sponsor;
3) the Sponsor of the requesting Distributor’s original Sponsor; and
4) the proposed new Sponsor.
Any request for transfer must supported with sufficient details of the reasons why the transfer is being requesting.
All transfers require the approval of the Company which may approve or reject a transfer request at its sole discretion.
Should the Company approve a transfer request, the transfer will apply only to the Distributor making the request and not to their downline business organisation.
The Company prohibits Distributors transfers if more than 7 days have elapsed from the time the Company accepts the Distributor Application.
13. Cross Sponsoring
Distributors shall not recommend, introduce or Sponsor another Distributor into another network marketing or multi-level opportunity, company or business of another Distributor without the express written consent of the Company.
Any breach of this provision by a Distributor will result in the immediate termination or cancellation of the breaching Distributor’s MiVeda Distributor Agreement without notice being required by the Company of such breach, termination or cancellation.
14. Pirating or “Poaching”
A Distributor must not solicit, coerse, or convince another Distributor into another network marketing or multi-level opportunity, company or business of the Distributor (“Pirating”).
A Distributor shall not attempt to solicit, convince or coerce another Company Distributor to transfer or terminate its MiVeda Distributor Agreement. (“Poaching”).
A Distributor shall not Poach or Pirate a previous Company Distributor who was a distributor within the preceding 12 months.
Poaching and Pirating is strictly prohibited and any breach of this provision by a Distributor will result in the immediate termination or cancellation of the breaching Distributor’s MiVeda Distributor Agreement without notice being required by the Company of such breach, termination or cancellation.
The use of a spouse or relative’s name, trade names, assumed names, corporations, partnerships, trusts, or fictitious ID numbers to circumvent Pirating and Poaching is prohibited.
Distributors shall not demean, discredit, or otherwise speak ill of other Distributors in an attempt to Poach or Pirate.
A Distributor cannot solicit or interfere with another Distributor’s customers thereby encouraging those customers to associate with the soliciting Distributor’s business organisation.
A Distributor shall only be eligible to receive bonus payments under the Company Compensation Plan if that Distributor has become a registered Distributor before the end of the last day of the volume month for which bonuses are to be paid.
The volume month shall follow a calendar month, unless otherwise specified by the Company.
A Distributor shall only be entitled to bonus payments under the Company Compensation Plan if that Distributor’s registration with the Company is current and not expired, cancelled, terminated or ceased.
To qualify, a Distributor shall only be eligible to receive respective bonus payments under the Company Compensation Plan, if a product order of not less than the minimum required purchase for products in the respective country the Distributor is registered has be placed by the Distributor (and for which full payment has received by the Company) within the applicable volume month.
For the avoidance of doubt, if the Distributor does not place an order for not less than the minimum required purchase for products in the respective country the Distributor is registered , and/or should payment for any order not be received by the Company within the applicable volume month, the Distributor shall not be entitled to receive a respective monthly bonus payment under the Company Compensation Plan.
If a Distributor’s monthly bonus is less than the required amount for the relevant country (eg Rs 1000 in India) the bonus will be held by the Company until the Distributor becomes entitled to receive an accumulated bonus payment under the Company Compensation Plan of not less than the required amount for that country.
16. Bonus Payments.
Distributors are paid bonus payments under the Company Compensation Plan on the sale/purchase of products.
If a product(s) is returned, or is repurchased by the Company, the bonuses attributable to the returned or repurchased product(s) will be deducted in full by the Company.
The Company may also deduct from bonuses any moneys that are payable by the Distributor to the Company, including but not limited to, product, postage and shipping costs and any other applicable charges.
Bonuses are calculated based on the sales volume attributed to a Distributor’s business in each volume month.
The Company shall pay bonuses by way of Electronic Funds Transfer (EFT) to the nominated bank account of the Distributor.
The costs of EFT and administration fees shall be deducted from the bonus amount attributable to the Distributor.
Bonuses will be issued in the currency of the home-office for the Company (ie INR or AUD).
17. Errors and Review of Bonus Payments
Should the Distributor fail to notify the Company within the stipulated time period, the Distributor shall forfeit any entitlement to review of an erroneous bonus payment.
The Distributor must notify the Company of an error in a bonus payment within 60 days of the bonus payment being made. The Company shall review any such notification in good faith and seek to resolve any error with the Distributor.
19. Distributor Lists
Distributor genealogy lists of current, past and prospective Company Distributors ("Distributor Lists") are strictly confidential and shall not be disclosed to any person or entity by a Distributor without the Company’s express written consent.
All rights, interests, intellectual property and Distributor Lists are owned and held by the Company.
From time to time the Company may provide a Distributor with the Distributor List specific to that Distributor’s downline business.
The Distributor agrees:
- To hold confidential and not disclose any Distributor List or portion thereof to any third person, including, but not limited to, other Distributors (current or past) and/or the general public.
- To only use Distributor Lists for the purpose of benefiting the Distributor’s MiVeda business.
- Any use or disclosure of the Distributor Lists for a purpose not for the benefit of the Distributor’s MiVeda business, or for the benefit of any third party, constitutes an immediate, fundamental and terminable breach of the MiVeda Distributor Agreement.
- To not oppose or defend any injunctive relief and/or claim for damages sought by the Company to prevent or remedy any breach of this Clause.
- The Company will immediately terminate the MiVeda Distributor Agreement of a Distributor considered by the Company to be in breach of this Clause
- This Clause shall survive the cancellation, termination or expiry of the Distributor’s MiVeda Distributor Agreement.
20. Lead Distribution Policies
From time to time the Company may receive enquiries from the public about its products and business.
On enquiry, the Company may attempt to ascertain whether the enquiry was initiated due to contact a current Distributor had with the enquiring party. If so, the Company may refer the enquiring party back to the aforementioned current Distributor.
General enquiries from the public to the Company about its products and business will be referred by the Company to particular Distributors at the Company’s sole discretion. In exercising its discretion, the Company may take into account the leadership and training capabilities and the geographical location of the Distributor to whom the enquiry is to be assigned.
21. Contacts between Distributors and Employees
Company employees shall be courteous and professional in all contact with Distributors.
Should a Distributor receive contact from a Company employee that is considered offensive or unprofessional, the Distributor may contact the Company management in writing to document the situation and for review.
The appropriate Distributors will be notified of any action taken with respect to offensive or unprofessional conduct.
Distributors shall be courteous and professional in all contact with the Company and its employees and staff.
Should the Company or its employees or staff receive contact from a Distributor that is considered offensive or unprofessional, the relevant Company employee or staff member may contact the Company management for review.
Each Distributor agrees that a serious breach of this clause (determined in the opinion of the Company and at the Company’s discretion) shall be a fundamental breach of the MiVeda Distributor Agreement and may result in cancellation or termination of the MiVeda Distributor Agreement.
22. Non-payment of amounts due to the Company
Failure by a Distributor to pay a fee or amount due to the Company shall be a breach of the MiVeda Distributor Agreement.
Should the aforementioned breach not be remedied within 30 days of the due date of payment, the Company may cancel or terminate the Distributor’s MiVeda Distributor Agreement without notice or demand to the Distributor.
23. Sale, Assignment or Transfer of a distributorship
All rights and interests in a Distributor’s business shall automatically transfer to the Company upon cancellation, termination or expiry of the MiVeda Distributor Agreement.
A Distributor may not sell, assign, transfer or otherwise deal with its rights and interests pursuant to the MiVeda Distributor Agreement without the express written consent of the Company.
The Company reserves the right to review any terms of sale, assignment, transfer or dealing and may require additional terms and conditions be written into any such terms and conditions.
Should a Distributor fail to obtain the Company’s express written consent with respect to any purported sale, transfer, assignment or other dealing of a Distributor’s interest and rights under the Distributor’s agreement, such sale, transfer, assignment or dealing shall be void.
The Company reserves its rights to include any terms and conditions its sees fit within its written consent to a sale, transfer, assignment or dealing of a Distributor’s rights under the MiVeda Distributor Agreement.
Such terms and conditions may include (but are not limited to) the Distributor’s rights and interest under its MiVeda Distributor Agreement. The Distributor's business must first be offered for sale, transfer or assignment in writing to the Distributor’s Sponsor.
Should the Sponsor fail to accept the offer within ten (10) days of receipt, the Distributor may offer the rights and interest for sale to anyone who is not already a current Distributor on the same terms as offered to the Sponsor.
A Distributor who sells its rights and interests under its MiVeda Distributor Agreement, shall not be entitled to become a distributor of the Company for a period of 12 months following the date of completion of the sale.
Upon the death or legal incapacity of a Distributor, the Distributor’s rights and interest under the MiVeda Distributor Agreement shall pass to the successors in interest as provided by law.
The Company shall require appropriate legal documentation prior to recognising any such transfer.
25. Acts of Related Corporations and Family Members of Distributors
Should an act of an immediate family member, de facto spouse or related partnership, joint venture or corporation of a Distributor be regarded by the Company as a breach of the MiVeda Distributor Agreement (as if the family member, de facto spouse or related corporation were a party to the MiVeda Distributor Agreement), the act shall be deemed to have been performed by the Distributor in breach of the MiVeda Distributor Agreement.
26. Distributor Violations
Should a Distributor breach the MiVeda Distributor Agreement, the Company may and reserves the right to cancel, terminate or cease the the MiVeda Distributor Agreement.
The Company may decide, at its sole discretion, to issue a breach notice to the Distributor stipulating terms and time for remedy of a breach.
27. Disciplinary Action
Probation - A Distributor may be placed on probation for a period of 30, 60 or 90 days. If the Company deems any further disciplinary action necessary by the end of the probationary period, the Company may terminate or cancel the MiVeda Distributor Agreement.
Suspension - As an alternative to cancellation or termination of the MiVeda Distributor Agreement, a Distributor may be placed on suspension by the Company. Suspension shall suspend all the rights and interest of the Distributor under the MiVeda Distributor Agreement. All rights and interest of a suspended Distributor under a MiVeda Distributor Agreement shall not accrue during such suspension.