Direct Selling Agent Agreement

THIS  AGREEMENT is made between [MOTIVATIONPEDIA], Motivationpedia Private Limited (CIN U93030RJ2018PTC062247) incorporated under the provisions of the Companies Act, 2013 having its registered office at [409/30 Girraj Blue Castle Near Plaza Theater Ajmer 305001 Rajasthan India]  and   [Direct  Selling  Agent].

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises  contained  herein,  the parties agree as follows:

  1. Definitions

As used herein, the following terms shall have the meanings set forth below:

 

  1. “Services” shall mean the Company’s services to be sold by Direct Selling Agent and such services as may be communicated by Motivationpedia in writing to the Direct Selling Agent from time to time.

 

  1. “Territory” shall be allocated during the time of engagement by Motivationpedia in writing to the Direct Selling Agent. Any change in “Territory” shall be communicated by Motivationpedia in writing to the Direct Selling Agent from time to time.

 

  1. “Territory” includes the whole world.

 

  1. Direct Selling Agent will have the title of “Direct Selling Agent.”

 

  1. Appointment

 

 

Motivationpedia hereby appoints Direct Selling Agent as its non-exclusive selling agent for the services in the territory, and Direct Selling Agent hereby accepts such appointment. Direct Selling Agent’s sole authority shall be to solicit customers for the services in the territory in accordance with the terms of this agreement. Direct Selling Agent shall not have the authority to make any commitments whatsoever on behalf of Motivationpedia.

  1. General Duties

Direct Selling Agent shall use his best efforts to promote the services and maximize the sale of the services in the territory. Direct Selling Agent will assist Motivationpedia by taking part in all promotional events, use the marketing inputs judiciously for maximizing orders for Motivationpedia.

  1. Reserved Rights

Motivationpedia reserves the right to solicit/engage other Agents, Direct Selling Agents directly from businesses within the territory. Direct Selling Agent’s task is to solicit customers from all potential businesses in the territory.

  1. Conflict of Interest

Direct Selling Agent warrants to Motivationpedia that it does not currently represent or promote any services that compete with the Motivationpedia’s services. Direct  Selling Agent shall not represent, promote or otherwise try to sell within the Territory any services that, in Company’s judgment, compete with the services covered by this Agreement.

  1. Independent Contractor

Direct Selling Agent is an independent contractor, and nothing contained in this Agreement shall be construed to

  • Give either party the power to direct and control the day to day activities of the other
  • Constitute the parties as partners, joint ventures, co-owners or otherwise, or
  • Allow Direct Selling Agent to create or assume any obligation on behalf of Motivationpedia for any purpose whatsoever. Direct Selling Agent is not an employee of Motivationpedia and is not entitled to any employee benefits. Direct Selling Agent shall be responsible for paying all income taxes and other taxes charged to Direct Selling Agent on amounts earned hereunder. All financial and other obligations associated with Direct Selling Agent’s business are the sole responsibility of Direct Selling Agent.

 

 

  1. Indemnification by Direct Selling Agent

 

 

Direct Selling Agent shall indemnify and hold Motivationpedia free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys’ fees) arising out of negligence or malfeasant acts of Direct Selling Agent or misrepresentation or breach of any obligations under this agreement.

 

 

  1. Commission

 

 

  1. Sole Compensation

 

Motivationpedia shall pay the Direct Selling Agent a commission at such rate as may be communicated by Motivationpedia in writing to the Direct Selling Agent. This commission will be subjected to TDS as per the relevant taxes system as applicable. Motivationpedia reserves its right to revise the rate of commission from time to time and the same shall be intimated to the Direct Selling Agent in writing by Motivationpedia.

 

  1. Basis of Commission

 

The Commission shall apply to all sales orders from customers solicited by Direct Selling Agent. (Customers defined as an individual who have bought the product/services from the Direct Selling Agent for their own use.) No commissions shall be paid on –

  • Orders solicited  directly  by  Motivationpedia within  the  Territory;
  • Orders received from outside the Territory unless otherwise agreed in writing by Motivationpedia.

 

(iii) No commission will be paid to the Direct Selling Agent until 100% payment pertaining to the order is received. Motivationpedia reserves the right to change the commission / prices on products as and when required.

 

  1. Time of Payment

 

The Direct selling Agent needs minimum 1500 Rs. in his/her wallet to make a withdrawal request. The amount of commission will be transferred to the direct selling agent in 10 working days via paytm, bank A/C and other mode of payments Gateways. In no case the money will be transferred to Direct Selling Agent in the form of cash.

 

 

  1. Sale of the Services

 

 

  1. Prices and Terms of Sale

 

Direct Selling Agent shall quote to Customers only those authorized prices, payment schedules, and terms and conditions as informed by Company.

 

The services will be activated only after the receipt of 100% payment pertaining to the order has been submitted to Motivationpedia.

The payment once done is not refundable in any case.

Acceptance

All requests for service obtained by Direct Selling Agent shall be subjected to acceptance by Motivationpedia and all quotations by Direct Selling Agents shall contain a statement to that effect.  Direct  Selling Agents shall have no authority to make any acceptance or commitments to customers. Motivationpedia specifically reserves the right to reject any request for service or any part thereof for any reason. Motivationpedia shall inform Direct Selling Agent of any written acceptances on commissionable applications/orders.

 

  1. Collection

 

Full  responsibility  for  collection  of  payment  from  customers  rests  with  Direct  Selling Agent.

 

  1. Direct Selling Agent must not be allowed to retain money received from the customer. He/she must deposit that amount with the company within 48 hours.

 

 

 

  1. Additional Responsibilities of Direct Selling Agent

 

 

  1. Expense of Doing Business

 

Direct  Selling  Agent  shall  bear  the  cost  and  expense  of  conducting  its  business  in accordance with the terms of this Agreement. This would include salaries for the staff of the Direct Selling Agent who are engaged in the business of selling the services of Motivationpedia, expenses related to communications, telecommunication, mailing, conveyance and business entertainment if required. Motivationpedia will not entertain   any reimbursement on any expense made by the Direct Selling Agent other than the commissions.

 

  1. Promotion of Products

 

Direct Selling Agent shall make efforts to promote the sale of and stimulate demand for the Services within the Territory by direct solicitation. In no event shall Direct Selling Agent make any representation, guarantee or warranty concerning the Services except as expressly authorized by Motivationpedia. Use of Motivationpedia’s logo, product logo, any advertising/promotion/marketing activity conceived originally by the Direct Selling Agent should be first approved in writing by Motivationpedia before being implemented.

 

  1. Agents & Customer Service

 

Direct Selling Agent shall inform and assist customers on Motivationpedia’s Services, and shall perform such additional customer services by e-mail, phone and fax, whenever needed, as good salesmanship requires and as Motivationpedia may reasonably request.

 

  1. Books and Records

 

Direct Selling Agent shall notify Motivationpedia of any Customer’s complaints regarding either the Services or Motivationpedia and immediately forward to Motivationpedia the information regarding those complaints.

 

  1. Guidelines

The direct selling agent has to follow all the guidelines as provide under the direct selling guidelines 2016 (as amended from time to time) by consumer affairs of India.

 

 

 

  1. Trademarks and Trade names

 

 

During the term of this Agreement, Direct Selling Agent shall have the right to indicate to the public that it is an authorized Direct Selling Agent of Motivationpedia’s Services. Nothing herein shall grant Direct Selling Agent any right, title, or interest in Motivationpedia’s Trademarks. At no time during or after the term of this Agreement shall Direct Selling Agent challenge or assist others to challenge Company’s Trademarks or the registration thereof or attempt to register any trademarks, marks or trade name confusingly similar to those of Motivationpedia.

 

  1. Non-Compete

 

For a period of [12 months] after the Direct Selling Agent is no longer in agreement with the Company, the Direct Selling Agent will not, directly or indirectly, either as proprietor, stockholder, director, partner, officer, employee or otherwise, distribute, sell, offer to sell, or solicit any orders for the purchase or distribution of any products or services which are similar to those distributed, sold or provided or agreed to be provided by Motivationpedia.

 

 

  1. Term and Termination

 

  1. Term. This Agreement shall commence on the joining of the direct selling agent for a

Period of [10 years] unless terminated earlier as provided herein below.

 

 

  1. Termination. Either party to this agreement shall have the right to terminate this agreement with or without cause with a thirty (30) days written notice to the other party.

 

  1. Return of Materials. All of Company’s trademarks, trade names, data, photographs, literature, and sales aids, customer related database of every kind shall remain the property of Motivationpedia. Within five (5) days after the termination of this Agreement, Direct Selling Agent shall return all such items to company. Direct Selling Agent shall not make or retain any copies of any confidential items or information that may have been entrusted to him/her. Effective upon the termination of this Agreement, Direct Selling Agent shall cease to use all trademarks, marks and trade name of Company.

 

 

  1. Any Direct Selling Agent not performing to the full satisfaction of Motivationpedia in terms of securing new orders and company’s policies is liable to be terminated.

 

  1. If Direct Selling Agent has not shown any activity since last 12 months.

 

 

  1. Limitation on Liability

 

 

In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures or commitments in connection with the business or goodwill of Motivationpedia or Direct Selling Agent.

 

  1. Confidentiality

 

 

Direct Selling Agent acknowledges that by reason of its relationship to Motivationpedia here under he/she will have access to certain information and materials concerning Company’s business plans, customers, technology, and products/services that is confidential and of substantial value to Motivationpedia, whose value would be impaired if such information were disclosed to third parties. Direct Selling Agent agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to him/her by Motivationpedia.

 

Motivationpedia shall advise Direct Selling Agent whether or not it considers any particular information or materials to be confidential. Direct Selling Agent shall not publish any description of the Products/Services beyond the description published by Motivationpedia and without the prior written consent of the Company. In the event of termination of this Agreement, there shall be no use or disclosure by Direct Selling Agent   of any confidential information of Company.

 

 

  1. Governing Law and Jurisdiction

 

 

This Agreement will be governed by and construed in accordance with the laws of the Republic of India. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Ajmer session court].

 

 

  1. Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any prior discussions or agreements between them. No modification of or amendment to neither this Agreement nor any waiver of any rights under this Agreement to be done unilaterally and it shall be effective unless in writing signed by the party to be charged.

Any clause of this agreement can be changed anytime by the company.

  1. Notices

Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail, postage prepaid, return receipt requested or by recognized overnight delivery service:

  1. Non-Assignability and Binding Effect

A mutually agreed consideration for Company’s entering into this Agreement is the reputation, business standing, and goodwill already honored and enjoyed by Motivationpedia under its present ownership, and, accordingly, Direct Selling Agent agrees that its rights and obligations under this Agreement may not be transferred or assigned directly or indirectly. Subject to the foregoing, this Agreement shall be binding upon and insure to the benefit of the parties hereto, their successors and assigns.

  1. Severability

If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.

  1. Headings

Headings used in this Agreement are provided for convenience only and all not be used to construe meaning or intent.

23 Minor

If anyone is below the age of 18 then the agreement should be accepted by their parents or guardian.

24 Documents to be supplied to the company

The direct Selling agent has to provide his aadhar card and Pan card to the company.