The MiVeda General Provisions
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 general terms and conditions (“the MiVeda General Provisions”).
1. Incorporation of the MiVeda General Provisions into the MiVeda Distributor Agreement.
This MiVeda General Provisions are incorporated into the MiVeda Distributor Agreement.
2. Relationships between the Company and its Distributors
All Distributors are independent contractors and are responsible for the payment of any expenses resulting from the operation of their business. The MiVeda Distributor Agreement between the Company and its Distributors does not create an employer/employee relationship, agency, partnership or joint venture between the Company and the Distributors. Distributors have no authority to bind the Company to any obligation or contract on behalf of the Company.
Any and all expenses arising from the Distributor’s business operations are the sole responsibility of the Distributor, including, but not limited to legal costs, telephone expenses, advertising and travel costs etc.
Each Distributor shall hold the Company harmless from any claims, damages, or liabilities arising from the Distributor’s misrepresentation, negligence or failure to follow these Policies & Procedures.
5. Income Tax
Distributors are independent contractors for federal and state income tax purposes and do not have income taxes withheld from bonuses. Distributors are responsible for reporting and paying income taxes to local, provincial, state and/or federal authorities.
Please keep in mind that there are many tax benefits available to independent contractors under the provisions of the many tax laws. Distributors are responsible for contacting the proper taxing authorities or an accountant for up-to-date information on applicable tax laws.
6. Additional Taxes
Where there are additional taxes liable in any respective country (such as VAT, GST, Sales Tax, Withholding Tax, etc) the law governing the local jurisdiction shall apply. If the Company is required to take the appropriate tax out of the Distributors’ bonuses, then it shall. In all other cases it will remain the responsibility of the respective Distributor to comply with local tax laws.
7. Unemployment Insurance
The Company makes no contributions to any of the various provincial, state or federal employment funds because of the Distributor’s independent contractor status. Since payments are not made, a Distributor is not eligible to claim unemployment compensation as a result of having been associated with the Company as a Distributor.
8. Change of Address Notification
A Distributor requiring a change to his/her details (address, telephone number, etc.) must notify the Company in writing by electronic mail as soon as any change to the information provided in the original Distributor Application occurs.
9.Pricing & Range of Products
The Company has the exclusive right to set and change the prices of any of its products. The Company may add, delete or modify any price or products it deems appropriate at any time.
10. Vendor Confidentiality
The Company business relationships with its vendors and suppliers are confidential. A Distributor shall not contact, directly or indirectly, or speak to or communicate with any representative of any supplier of the Company except at a Company sponsored event at which the representative is present at the request of the Company. Violation of this regulation may result in cancellation of the Distributor’s benefits and possible claims for damages if the vendor/manufacturer association is compromised by the Distributor’s contact.
While The Company welcomes constructive input, negative comments and remarks made in the field by Distributors about the Company, its products, or Compensation Plan serve no purpose other than to sour the enthusiasm of other Company Distributors. For this reason, and to set the proper example for their downline, Distributors must not disparage the Company, Company Owners or Directors, officers, or employees, other Distributors, the Company products or Compensation Plan. Any disparagement of the Company, Company Owner or Directors, officers, or employees, other Distributors, the Company products or Compensation plan constitutes a material breach of the Policies & Procedures.
12. Governmental Endorsement
Federal and state regulatory agencies do not approve or endorse any particular direct selling programs. Therefore, Distributor’s may not represent or imply, directly or indirectly, that the Company program has been approved or endorsed by any governmental agency.
The Company reserves the right to amend the Policies & Procedures set forth herein, its prices, product availability, formulation, and/or Compensation Plan, as it deems appropriate. Amendments will be posted online and by any other means that the Company deems appropriate. Amendments are effective and binding on all Distributors as of the date of issuance. In the event of any conflict between the MiVeda Distributor Agreement, the Policies and Procedures and any such amendment, the amendment shall apply.
No failure of the Company to exercise any power under these Rules and Regulations or to insist upon strict compliance by a Distributor with any obligation or provision herein, and no custom or practice of the parties at variance with these Policies and Procedures, shall constitute a waiver of the Company's right to demand exact compliance with these Policies and Procedures. Waiver by the Company can only be effected in writing by an authorized officer of the Company.
All disputes and claims relating to the Company, the MiVeda Distributor Agreement, Compensation Plan or its products and services, the rights and obligations of an Independent Distributor and the Company, or any other claims or causes of action relating to the performance of either a Distributor or the Company under the MiVeda Distributor Agreement or the Policies & Procedures and/or a Distributor’s purchase of products or services shall be adjudicated totally and finally in the appliacble jurisdiction (eg National Capital Territory of Delhi, or such other location as the Company prescribes).
Except as specifically provided otherwise, all unresolved disputes and claims relating to or arising from this MiVeda Distributor Agreement shall be completely and finally settled by arbitration in the appliacble jurisdiction (eg National Capital Territory of Delhi, or such other location as the Company prescribes). The decision of an arbitrator shall be final and binding and may not be appealed or tried anew in any court. This MiVeda Distributor Agreement requirement to submit unresolved disputes and claims to binding arbitration shall survive the voluntary or involuntary cancellation of the Distributorship. Each party shall be solely responsible for their own legal costs.
If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the MiVeda Distributor Agreement, including these Policies and Procedures, or any specification, standard or operating procedure which the Company has prescribed is held to be invalid or unenforceable, the Company shall have the right to modify the invalid or unenforceable provision, specification, standard or operating procedure or any portion thereof to the extent required to be valid and enforceable. The Distributor shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required.
18. Limitation of Damages
To the extent permitted by law, the Company and its Distributors, officers, directors, shareholders, employees, attorneys, accountants, servants and other representatives shall not be liable for, and the Distributor hereby releases the foregoing from, and waives any claim for loss of profit, incidental, special consequential or exemplary damages which may arise out of any claim whatsoever relating to the Company’s performance, non-performance, act or omission with respect to the business relationship or other matters between the Distributor and the Company whether sounding in contract, tort or strict liability. Furthermore, it is agreed that any damage to the Distributor shall not exceed, and is hereby expressly limited to, the amount of unsold Company products and/or services, owned by the Distributor and bonuses owing.
All notices to be given pursuant to the MiVeda Distributor Agreement shall be deemed to have been properly given by:
- Depositing the notice in the mail, addressed to either party at the last address on file, post paid and registered or certified; or
- Delivery by hand or by a recognized overnight courier service: or
- Fax transmission followed by confirmation copy sent by mail: or
- Electronically mailed transmission of the notice followed by confirmation copy sent by mail.
All Notices shall be deemed delivered:
- Five business days from the date of posting, if sent by mail or electronic mail; or
- Two days after collection by a courier; or
- Same day if delivered by hand or upon transmission by fax.
20. Excuse for Non-Performance (Force Majeure)
The failure or delay of either party to this MiVeda Distributor Agreement to perform any obligations under this MiVeda Distributor Agreement solely by reason of acts of God, acts of civil or military authority, civil disturbance, war, strikes or other labour disputes or disturbances, fire, transportation contingencies, shortage of regulations, acts or orders of any government agency or official thereof or court order, other catastrophes, or any other circumstance beyond its reasonable control (“Force Majeure”) will be deemed not to be a breach of this MiVeda Distributor Agreement so long as the party so prevented from complying with this MiVeda Distributor Agreement has not contributed to such Force Majeure, has used reasonable efforts to avoid such Force Majeure or to ameliorate its effects, and continues to take all actions within its power to comply as fully as possible despite any such Force Majeure. Performances of the obligations will be deferred until the Force Majeure ceases. This section will not apply to excuse a failure to make any payment when due. If the Company is prevented from delivering part of the Goods or products by reason of any of the causes specified in this section, then the Company will deliver and the Distributor will take and pay for such part of the Goods or products when and as the Company may be able to deliver.