INDEPENDENT BUSINESS ASSOCIATE AGREEMENT’S TERMS & CONDITIONS
This IBA Application form constitutes the contractual offer of the undersigned individual(s) or legal entity (through its authorized signatory), as applicable, addressed to the company to enter into an Independent Business Associate (hereinafter referred to as ‘IBA’) Contract with the company under the Terms and Conditions specified in IBA agreement. The Applicant(s) hereby certifies(y) that he/she/they/it is/are legally competent to do business and is/are not bound by any legal requirement restricting or prohibiting his/her/their/its appointment as an IBA.
By accepting this application digitally, I/we confirm that I have read and understood the terms and conditions of the company in IBA agreement, compensation plan and other policy procedure, about free joining and its cooling off period. I further understand and agree that this application and any ensuing IBA agreement upon acceptance of this application by the company shall be subject to the Terms and Conditions given in the IBA agreement including the constituent documents as amended from time to time. Furthermore, I understand and agree that my/our information provided in connection herewith may be used in accordance with the company’s policy available at www.unfoldu.com (hereinafter referred as the “Website”).
Upon acceptance of the Agreement (as defined hereinafter) by Unfold U and in consideration of Unfold U granting to me the non-exclusive right and privilege to purchase and resell Unfold U Products and promote the business opportunity, I (including any co-applicant) am accepting this application under my/our own free will.
I have read the Company's policies, procedures and Business plan (“Company Policy') and agree to abide by them. I agree to operate my business in accordance with the Company Policy as amended by the Company from time to time. I understand that my acts or lack of action which may result in a misuse, misrepresentation or violation of the Company Policy can cause the termination of my distributorship by the Company without any payments at whatsoever nature and with immediate effect.
I hereby agree to the following terms and conditions of Independent Business Associate Agreement
THIS INDEPENDENT BUSINESS CONTRACTOR AGREEMENT
(Hereinafter referred to as "Agreement") is effective and shall become binding from the date of joining if and when the Company, in its sole discretion, accepts the IBA Application.
By and between M/s UnfoldU Global Marketing Pvt. Ltd., a company incorporated under the Companies Act, 1956/ 2013, having its principal place of business at F 384, Sector 91, Industrial area SAS Nagar, (Mohali), Punjab-160055, India (“COMPANY”) which expression shall include its successors and permitted assigns.
“Independent Business Associate (hereinafter referred to as “IBA” or “you”), Each of the aforesaid shall hereinafter be referred to individually as a “PARTY” and collectively as “PARTIES”.
A. The Company is an entity engaged in providing educational services through Direct Selling or any other traditional methods, e-commerce services and any other kind of online services.
B. The Company is desirous of engaging the services of the IBA to provide services for promotion and procurement of business for the Company on such terms and conditions as set out in this Agreement.
C. The IBA is desirous of being engaged by the Company to provide such services for the promotion and procurement of business through referring the courses of the Company to the prospective customers on such terms and conditions as set out in this Agreement.
D. The IBA represents and warrants that it has reasonable skill, knowledge, experience, expertise, capability and contacts necessary for the proper execution and completion of the work for the Company as provided under this Agreement.
E. The IBA is desirous of providing services for the promotion and procurement of business for the Company on commission basis.
F. Following are the parts of IBA Agreement:
G. Based on such representations made by the IBA the Company has agreed to enter into this Agreement for promotion and procurement of business by the IBA on the terms and conditions mentioned below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained here in for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties here to agree as follows:
1. Effective Date: This agreement is effective from the date of joining of IBA upon accepting the terms of this agreement and upon acceptance of this application by the Company.
To become an Independent Business Associate of Unfold U, applicant is required to fill and accept digital IBA application form and upload proof of address, photo identification, and other documents as required by Unfold -U. In case of sole proprietorship, partnership or companies (“Business Entity”) such document needs to be submitted of the authorized signatory of the Business Entity. Unfold U reserves the right to accept or reject any application at its sole discretion.
3. Duration:It is hereby acknowledged and agreed that this Agreement is valid and shall remain valid till IBA is in compliance with the terms of this Agreement, as it may be amended from time to time.
4. Joining of this company is absolutely free and IBA will be qualified for commission when you start making sales and no commission will be paid on recruitment of IBA. Company has No-joining fee, No-Annual fee No-Renewal fee.
5. Scope of Work: The IBA agrees to provide the services to the Company through referring the courses of the Company and procuring business there in.
6. Sponsorship or Recommendation of IBA:In accordance to this Agreement, the IBA may recommend or sponsor other IBA's and support them to build the Company’s business of Off line / online educational courses or other services, subject to approval by the Company, and upon approval and engagement by the Company such IBA will be get paid commission as per Compensation Plan.
7.1 The Company agrees to make payments in the form of commission and other perks on the courses sold by the IBA as per the Compensation Plan of the company and all commission shown are inclusion of 18% GST. If you are unregistered for GST, then your commission / bonus will be without GST.
7.2 All commission payments shall be made to the IBA by the Company after 15 working days of receiving the full payment of the fees of the course sold to the student or customer.
7.3 All payments shall be made subject to the deduction of applicable taxes, TDS, GST and any other tax withholding as per Government Tax rules. When IBA will qualify for commission, company will pay this commission on weekly basis as per compensation plan, but company will deduct TDS, GST or other tax applicable on full qualified commission monthly and IBA is responsible to declare full income to the Income tax department.
7.4 The IBA agrees that if the payment due is not cleared on a particular day due to any technical or other reasons, then in such case the payment will be released on next working day or as soon as possible, provided that such technical or other problem has been sorted.
7.5 In the time to time analysis if the Company realizes that the total payout being given is more than the payout budget set by the Company, then the Company reserves the right to change the payout (RAMI, PMI, GB).
8. Amendment or Changes: The Company undertakes to maintain and update the Website with all relevant details of the Company, contact information, its management, products, product information etc. The Company reserves its right to amend terms and conditions, policy and procedure, commission structure, compensation/Business plan, product bonuses, cash bonuses, reward items and their value from time to time as per its sole discretion. The Company may will notify any such amendments on its Website. Upon notification on the official website of Unfold U, such amendments are automatically incorporated as part of the Agreement between the Company and the business associate. If the IBA does not agree to be bound by such amendment(s), he/she/they may terminate the IBA Agreement with immediate effect by giving a written notice to the Company. Otherwise, the IBA's continued relationship with the Company constitutes an affirmative acknowledgment by the IBA of the amendment(s), and his/her/their agreement to be bound by the same.
Unfold U shall not be responsible for any loss of the Associate due to any change thereof. Similarly, the company shall not be responsible for any kind of losses occurred due to the termination if an IBA.
9. Obligations and Undertakings of IBA
9.1. Obligations and Undertakings of IBA
a. The name of the applicant must match with the PAN Card/Age proof document submitted along with the form. In case of any small difference in the name - the documentary evidence thereof or a letter signed by the applicant must be provided.
b. All IBAs please ensure that the applicants name matches with their Name on the Bank account.
- In case the name is not mentioned on the cheque, the IBA should submit/upload a cancelled cheque with name written on it. OR, the IBA can submit/upload the 1st page of the passbook.
- If name does not match then company will be unable to deposit commission/bonus in your bank account.
- The company is not responsible for the amount deposited in the account in case where the name was not mentioned in the cheque.
1. This Agreement is entered into on a personal basis and neither this Agreement nor any of the rights or obligations of IBA arising under this Agreement may be assigned or transferred without the prior written consent of Company.
2. Company may reject this application for any reason, at its discretion, including if the application contains incomplete, inaccurate, false or misleading information. Any alteration or modification will be subject to verification.
XI IBA understand and agree that minimum commission will be released Rs.1,000 otherwise it will be accumulated in your wallet. IF IBA remain inactive for 12 consecutive months then this amount will be forfeit. (Here inactive means in 12 consecutive months IBA does not add any new active customer or sponsored any new IBA)
The IBA undertakes that it shall not:
The IBA undertakes to act in accordance with the provisions of the Consumer Protection Act 1986.
The IBA agrees that before selling or offering to sell any product or service of the Company, it shall ensure prior written consent from the Company in order to undertake or solicit such sale or offer.
The IBA undertakes to not promote a Pyramid Scheme, as defined in the Model Direct Selling Guidelines issued by the Government of India or enroll any person to such scheme or participate in such arrangement in any manner whatsoever in the garb of doing direct selling business.
The IBA undertakes that it shall not participate in Money Circulation Scheme, as defined the Prize Chits and Money Circulation Schemes (Banning) Act, 1978.
The IBA agrees that if he is qualified for any foreign trip or any official trip (domestic or international) or at any event organized by the Company, then the Company shall not be liable for any miss happening, damages, injury, thefts or any loss that occurs to the IBA during such trip or event. The IB further agrees and acknowledges that there is no replacement policy on any rewards/gifts/prizes won by IBA in the course of this Agreement.
9.2 Obligations and Undertakings of the Company: The Company will be liable for grievances arising out of sale of products, services or business opportunity by the IBA to the extent of resolving such grievance pertaining to some discrepancy in the content of the course uploaded by the company. IBA/ Consumer shall notify such discrepancy immediately to the company, if it is not resolved within 45 days then company will be liable for this inconvenience caused and can pay back the course price to aggrieved party through the court. Under no circumstances shall either the Company’s aggregate liability under this clause to the IBA/consumer exceed an amount equal to the price of the product/Service/course material at the time of dispute minus amount of commission distributed on per sale of product/Service/Course Material.
10. Independent Contractor: In performing the services, the IBA will act as an independent contractor, and not as an employee of the Company, nor will any of IBA’s employees or contract personnel employed by IBA shall be deemed to be employees of the Company. IBA will be a self-employed independent contractor, (determining his own schedule and objectives, responsible for his own expenses and any applicable taxes Including sell-employment taxes), not an employee, agent franchisee, securities holder, joint venture or beneficiary of company. IBA will not be treated as an employee with respect to such services for any Central and or State tax purposes, nor will he be treated as an employee for any other purpose.
As an independent contractor, you will be operating your own business. The IBA shall have the right to perform services for other entities not engaged in the educational services. The IBA shall not be entitled to any fringe benefits, including health insurance, benefits, or other employee benefits provided by the Company to its employees nor will he make any claim to the contrary. The IBA has no authority to create or assume any obligation on behalf of the Company, or to hold itself out as having such authority, without the prior written consent of the Company.
11. Cooling Off & Buy-Back Policy: IBA understand that he/she/it has a cooling off period of 30 days to cancel the agreement and receive full refund of money paid after deducting the bank charges against the services purchased in this period from the date of purchase. The Company also offers the benefit of 30 days Buy-Back policy, if IBA is not satisfied with the services bought during this period from the date of purchase.
12. Unauthorized Acts: It is hereby agreed between the parties that the Company shall, in no way, be liable vicariously or otherwise or be held responsible for the act(s) of the IBA which are not authorized by the Company in writing or under this Agreement. Conduct: Company is in business relating to education dealing with students and expects its IBA's to conduct themselves with the highest ethics and integrity. IBA will have to give an undertaking that he has not been convicted of a crime involving dishonesty, moral turpitude or violence to others.
13. Undertaking Similar Projects: It is hereby acknowledged and agreed by the IBA that it shall not undertake, during the pendency of this Agreement or within a period of six (12) months from the date of termination of this Agreement (whether voluntarily or involuntarily and with or without cause) or perform similar scope of work for any individual or entity or a body corporate.
14. Indemnity: The IBA agrees to indemnify and keep harmless the Company (including without limitation its officers, representatives, directors and employees) from any damage, loss, cost or liability (including legal fees and all costs for enforcing this indemnity) arising out of or resulting from misrepresentation, breach of representation, undertaking, obligations or warranties under this Agreement. The IBA further agrees to co-operate with and assist the Company to the fullest extent possible and to defend the Company in any proceeding(s) that may be initiated by any third party against the Company in any tribunal, court of law or forum arising out of the fault, negligence or fraud on part of the IBA. Also, the IBA shall indemnify the company any expenses arising out of: any installation, access and use of the app, services and/or content;
15. Confidentiality: The IBA undertakes that all confidential information including but not limited to knowledge and data of a confidential nature, trademarks, trade secrets, law lists, publications or any other matter concerning the business or finances of the Company or any of their dealings, transactions or affairs, identity of potential persons of interest, business plans, financial forecasts, market data, compensation agreements which it shall acquire or which may come to its knowledge during the term of this Agreement shall at all times, both during the term of this agreement and subsequent to the termination thereof and for all purposes will be held confidential. Further, subsequent to the termination of this Agreement, the IBA undertakes not to disclose, divulge and communicate orally, in writing or otherwise to any person any confidential information.
Further, both parties agree and undertake to take appropriate steps to ensure the protection of all private information provided by consumers or students in furtherance of this Agreement.
16. Liability for Breach: It is hereby acknowledged and agreed by the IBA that:
16.1 Any breach of this Agreement may cause irreparable damage to the Company and that in the event of such breach the Company shall have the right to seek and obtain injunctive relief or any other appropriate decree of specific performance for any actual or threatened breaches by the IBA without the necessity of proving actual damages being caused or showing that monetary damages would be an adequate remedy.
16.2 The IBA shall be liable for any breach of this Agreement by a third party to whom it has directly or indirectly communicated the Company’s Confidential Information; and
16.3 The IBA shall immediately notify upon becoming aware of any breach of confidence by any -body to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Company may wish to take to prevent, stop or obtain compensation for such a breach or threatened breach.
17. Severability : If any provision of these terms & conditions is declared invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect.
18. Jurisdiction : The IBA irrevocably consents to the exclusive jurisdiction of the courts of SAS Nagar, Mohali, Punjab, India for purposes of any legal action arising out of or related to this Agreement.
19. Dispute Resolution: In case of any dispute, difference or disagreement in connection with or in relation to this Agreement, the aggrieved Party shall vide a written notice send in detail its grievances to the other party. The other party shall within forty-five (45) working days from the receipt of such written notice provide a written resolution to the aggrieved party’s grievance.
In case of resolution is agreed upon by the parties within the stipulated period, then both the parties shall attempt to mutually discuss the matter and settle the same amicably.
If company is liable for this inconvenience caused and can pay back the course price to aggrieved party through the court. Under no circumstances shall either the Company’s aggregate liability under this clause to the IBA/consumer exceed an amount equal to the price of the product/Service/course material at the time of dispute minus amount of commission distributed on per sale of product/Service/Course Material.
All disputes, differences or disagreements arising out of, in connection with or in relation to this Agreement, which cannot be amicably settled within a period of 45 days from the date of notice of dispute shall be finally decided by arbitration to be held in accordance with the provisions of Arbitration and Conciliation Act, 1996.
The number of arbitrators shall be one. The language of the arbitration proceedings shall be in English. The Arbitrator shall have an understanding of the direct selling industry and experience in arbitrating disputes between direct selling companies and distributors.
The venue of Arbitration shall be SAS Nagar, Mohali, Punjab
The Arbitration proceedings will be proceeded over by the Company’s management.
The decision of the Arbitration shall be final and binding on the Parties. During the pendency of any dispute under arbitration proceedings, the Parties shall continue to exercise their respective rights and fulfill their remaining obligations under this Agreement.
20. Miscellaneous : The company reserves the right to make all final decisions as to the interpretation of the clauses stated in this document. Such final decision on interpretation of the clauses stated herein will be effective immediately. All business associates are obliged to follow the Company`s decision as to the interpretation of the articles herein.
20.1 The Company shall not be responsible for failure to fulfill any of its obligations under this Agreement so long as and to the extent to which, the fulfillment of such obligation is fettered by any reason which is beyond reasonable control of the Company.
20.2 In case of bulk course purchase, no refund will be entertained after 48 hours.
20.3 The IBAs can sell the course at Retail Price on their responsibility. The Company will not be held responsible for raising invoices of the courses sold by the IBA to the students at retail price.
20.4 Third party linked sites, content and materials which the Company may provide links to third party sites that may be of relevance and interest to the IBA. The Company has no control over, and is not responsible for the content on such sites or for any damage that a IBA may incur from such sites (including any virus, spyware, malware, worms, errors or damaging material contained in such sites) or the availability of any content on such sites, and the IBA hereby irrevocably waives any claims against the Company with respect to such sites.
20.5 No failure by a party to exercise, nor any delay by the party in exercising any right, power or remedy hereunder shall operate as a waiver of that or any other right, power or remedy of the party, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power of remedy.
20.6 This agreement may be executed in any number of counterparts, each of which shall be deemed to be original, but all such separate counterparts shall together constitute one and the same instrument.
20.7 The IBA may incur data charges from the service provider when downloading the App or Content.
20.8 The headings and captions used in this Agreement are for convenience only and shall not be considered part of the subject matter of this Agreement or used to interpret or construe any provision hereof.
20.9 The IBA shall not transfer or assign this Agreement, in whole or in part, in any manner whatsoever without the prior written consent of the Company.
20.10 This Agreement will be executed by the Parties through digital signatures. The Parties hereby agree that this Agreement shall not be deemed invalid solely on the ground that it was executed digitally by both or either of the parties.
20.11 Liability for issuing Visiting card and ID card. The IBA will not misuse the Company’s name and/or the identity/visiting card issued by the Company to the IBA. Company ID/ any other material issued by the company will be strictly used for marketing purposes only and not to avail any undue financial benefit. The IBA will not misbehave with any person using the Company’s name and/or the ID/visiting card. Indulgence in any activity of such nature (that brings bad repute to the Company) will not be tolerated. If under any circumstances, the IBC faces a legal procedure/court case, then both the consequences and expenses of the same will be borne by the IBA only.
20.12 I authorize company to generate invoice on my behalf to (UnfoldU Global Marketing Private Limited) Company on weekly basis for the Commission payable to me.
20.13 The Company’s accounts and data will be considered as final proof. In the event of any dispute the Company’s data, accounts, computer records will be considered final and will be acceptable to the IBA. The IBA will abide by the final decision taken by the company.
20.14 The policy of one family – one IBA will be strictly followed. In exceptional circumstances or when the husband is working as a distributor, the spouse should be registered and should work under the same distributor ID. ”More than one IBA from the same family is strictly prohibited.”
If before marriage, both husband and wife are working as IBA, then post—marriage either the husband or wife would need to surrender the IBA ID.
20.15 The IBA are not allowed to advertise for the products of UnfoldU under the company name.
20.16 The Company may, in its discretion withhold direct and indirect taxes from any bonus payable to me under this Agreement. l recognizes that my bonus under this Agreement is based on my performance selling products and not on the number of hours worked or an element of chance.
21. Disclaimer: The Company does not guarantee that the Mobile, website, services, or Content will be available at all times or at any given time. As all this can happen in this era of digitalization due to cyber-attack/hack or any other un avoidable technical glitch.
While every effort is made to ensure accuracy, the Company makes no warranty as to the results that may be obtained from the use of this Website/ Offline Data through Pan Drive/Tablet or as to the accuracy or reliability of any information obtained through this Website.
It is possible that this site is not compatible with the browser or other software you use. We reserve the right to terminate the Website at our sole and absolute discretion. We do not warrant the accuracy, validity or completeness of the information contained in the Website and expressly disclaims liability for errors or omissions therein. This website may contain outdated information, and the information can be changed or updated without notice. We shall not be responsible for any loss or damage resulting from inadvertent errors or omissions appearing on the Website.
Your use of the Website is at your own risk and it shall be your responsibility to take precautions to ensure that the pages and materials are free from viruses, worms, Trojan horses or other items of a destructive nature.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE/Offline through Pan Drive/ Tablet IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE AND IN NO EVENT, SHALL WE BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THIS SITE OR ANY HYPERLINKED SITE.
This Website/Offline through Pan Drive/ Tablet is provided “as is” and without express or implied warranties of any kind, and we expressly disclaim any warranties of title, merchantability or fitness for any particular purpose. We don’t represent or warrant that our Website will be available on a timely basis, uninterrupted, secured or error-free. In no event will we be liable for any damage or cause of any kind based upon or resulting from any use or inability to use this Website.
Company DOES NOT claim/ guarantee that IBA will achieve financial success without working or by relying solely on the efforts of others. Compensation in company is based only on the sale of its products. An IBA is an independent contractor whose success/ failure depend on his/ her personal efforts.