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 in India 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”). I am accepting this application under my/our own free will.
I have read the Company's policies, procedures and marketing 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.
Terms and Conditions of Independent Business Partner 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, Phase 8 B, 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”.
- The Company is an entity engaged in providing educational services, e-commerce services and any other kind of online services.
- 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.
- 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.
- 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.
- The IBA is desirous of providing services for the promotion and procurement of business for the Company on commission basis.
- Following are the parts of IBA Agreement:
- The IBA Application Form;
- The Terms and Conditions forming part of the IBA Application;
- Compensation Plan;?
- Territory: shall mean the Republic of India and may be worldwide;
- Take Down Policy;
- 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.
- 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: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 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.
- IBA shall explain the realistic income potential to the prospective IBA.
- The IBA undertakes that he/she shall not impose a requirement on a prospective and/ or any existing IBA at any time to pay any registration, entry. renewal fees or any such other consideration in whatsoever name it is called in order to participate in company’s Direct Selling Business, except for purchase of goods. availing any services.
- I agree that this Agreement is personal in nature and cannot be assigned, sub-contracted or transferred without written confirmation from the company.
- The IBA further undertakes that all necessary and appropriate steps shall be taken to ensure the protection of all private information provided by a consumer or IBA as confidential at all time.
- You DO NOT get paid on recruiting people. Commission will be paid only from sale of IBA.
- Company DOES NOT give rights/ sole selling agency to any individual/ concern/ organization of a particular area/ territory/ city.
- 7. Consideration
- 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 paid are inclusion of 18% GST.
- 7.2 All commission payments shall be made to the IBA by the Company after 5 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, processing fee TDS, GST and any other tax withholding and Processing fee: (Please give separate bullet point) As per Income Tax Rules the bonus/commission will be released after deduction of TDS, GST or any other tax as applicable and Processing fee.Income declaration to Government (Income Tax Department): (Please give separate bullet point) When IBA will qualify for commission, company will pay this commission on daily basis as per compensation plan but company will deduct TDS, GST or other tax applicable on full qualified commission 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.
- 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 andprocedure, commission structure, compensation 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. 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.
- 9. Obligations and Undertakings
- 9.1. Obligations and Undertakings of IBA
- The IBA undertakes that the services by the IBA will not violate any applicable government regulations and other legal obligations that affect the operation of his/her/their business. The IBA shall be responsible for obtaining any applicable registration, license, approval or authorization, to carry out the business as IBA, copy of which , if any, shall be provided to the company.
- The IBA shall not sell any courses/ product/services for a price exceeding the authorized price by the company.
- The IBA shall always carry their identity card and not visit the consumer’s premises without prior appointment / approval;
- The IBA shall truthfully and clearly identify themselves and state the purpose of solicitation to the prospective consumer and state the identity of the company, provide complete explanation and demonstration as well as description of the nature of courses, products and services being offered for sale, provide details of prices, credit terms, terms of payment, return policies, terms of guarantee, after-sales service, complaint redressal mechanism etc.;
- Subject to applicable legal requirements, the IBA shall maintain proper books of accounts in the prescribed manner stating the details of the products, price, tax and the quantity and such other details in respect of the goods sold by him/her, in such form as per applicable law.
- The IBA shall not enter into any agreement/arrangement, which purports to create an obligation of or be binding on the Company or incur any liability on behalf of the Company.
- The IBA shall publish, distribute, broadcastand circulate any promotional materials or advertisement provided by the Company itself during the course of the promotion with respect to this Agreement after obtaining a prior written approval on the same from the Company.
- The IBA shall provide all the necessary information including but not limiting to PAN card number, Aadhar card number and Bank account number, Photograph as requested by the Company. Further, the Company reserves its right to use IBA’s information for marketing or other purposes as required by the Company.
- The IBA shall ensure that no negative publicity is attracted to the Company including but not limited to negligence by the IBA, employee(s) of the IBA, or any other third party appointed/ under the control of the 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.
- IBA shall not collect cash or borrow money from any student / customer/ vendor or from other independent business partner on behalf of the Company.
- 1. The IBA undertakes that he/she shall not impose a requirement on a prospective and/ or any existing direct seller at any time to pay any registration, entry, renewal fees or any such other consideration in whatsoever name it is called in order to participate in company’s Direct Selling Business, except for purchase of goods, availing any services.
- 2. 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.
3. 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.
Severability: If any one or more of the provisions contained herein shall for any reason be found by a court of competent jurisdiction to be invalid. illegal or unenforceable in any respect, such invalid, illegal or unenforceable provisions shall be ineffective, but shall not in any way invalidate or otherwise affect any other provision.
The Company may, in its discretion withhold direct and indirect taxes from any bonus payable to me under this Agreement. l recognize 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.
- The IBA undertakes to provide necessary information to the prospective /consumers at the time of sale, namely:
- Name, address, registration number or enrolment number, identity proof and telephone number of the IBA and details of the Company;
- A description of the goods or services to be supplied;
- Explain to the consumer about the goods return policy of the Company in the details before the transaction
- The order date, the total amount to be paid by the consumer along with the bill and receipt; ( Note Invoice will be generated at the time of payment through website and its copy will be email to the consumer or consumer do not have email account then it will be uploaded in consumer account on website.
- Time and place for inspection of the sample and delivery of good; Information of his/her rights to cancel the order and / or to return the product in saleable condition and avail full refund on sums paid;
- Details regarding the complaint redressal mechanism;
- The IBA undertakes that it shall not:
- Use misleading, deceptive and / or unfair trade practices;
- Use misleading, false, deceptive, and / or unfair recruiting practices, including misrepresentation of actual or potential sales or earnings and advantages of direct selling to any prospective direct seller, in their interaction with prospective direct sellers;
- Make any factual representation to a prospective direct seller or other business partner that cannot be verified or make any promise that cannot be fulfilled;
- Present any advantages of direct selling to any prospective direct seller or business partner in a false and / or a deceptive manner;
- Knowingly make, omit, engage, or cause, or permit to be made, any representation relating to this Agreement, including remuneration system and agreement between the Company and the IBA, or the goods and / or services being sold by such direct seller which is false and / or misleading;
- Require or encourage direct sellers or business partners recruited by the first mentioned direct seller to purchase goods and / or services in unreasonably large amounts;
- Provide any literature and / or training material not restricted to collateral issued by the Company, to a prospective and / or existing business partner both within and outside the Company, which has not been approved by the Company;
- Require prospective or existing business partners to purchase any literature ortraining materials or sales demonstration equipment.
- 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 enrol 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 undertakes to provide mandatory orientation session to the IBA providing fair and accurate information on all aspects of the direct selling operation, including but not limited to the remuneration system and expected remuneration for newly recruited direct sellers or business partners.
- The Company shall issue proper identity document(s) to the IBA.
- The Company shall maintain proper records either manual or electronic of their business dealings, with complete details of their goods, services, terms of contract, price, income plan, details of direct sellers, including but not limited to enrolment, termination, active status, earning etc.
- The Company shall provide to the IBA its periodic account / information concerning, as applicable, sales, purchases, details of earnings, commissions, bonus and other relevant data, in accordance with agreement with the IBA.
- The Company undertakes not to
- Use misleading, deceptive or unfair recruiting practices, including misrepresentation of actual or potential sales or earnings, in their interaction with the IBA
- Make any factual representation to the IBA that cannot be verified or make any promise that cannot be fulfilled;
- Present any advantages of direct selling to the IBA in a false or deceptive manner;
- Make or cause, or permit to be made, any representation relating to its direct selling business, including remuneration system and agreement between itself and the IBA, or to the goods or services being sold by itself or by the direct seller which is false or misleading;
- Engage in, or cause or permit, any conduct that is misleading or likely to mislead with regard to any material particulars relating to its direct selling business, including remuneration system and agreement between itself and the direct seller, or to the goods or services being sold by itself or by IBA;
- Use, or cause or permit to be used, fraud, coercion, harassment, or unconscionable or unlawful means in promoting its direct selling practice.
- The Company shall be responsible for compliance of Model Direct Selling Guidelines issued by the Government of India by any member of its network of direct selling.
- The Company shall not compel or induce the direct seller to purchase goods or services in an amount that exceeds an amount that can be expected to be sold to consumers within a reasonable period of time.
- 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 with in 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 or course in dispute.
- The Company shall provide information to the consumer upon purchase which shall contain:
- The name of the purchaser and seller
- The delivery date of goods or services;
- Procedures for returning the goods; and
- Warranty of the goods and exchange
- The Company undertakes to act in accordance with the provisions of the Consumer Protection Act 1986.
- The Company shall monitor the value of the purchases of the IBA on a monthly basis.
- 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. ? duciary 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 Period and Refund Policy:
- 11.1 Cooling Off Period: The cooling off period shall mean period of time counted from the date of acceptance of this IBA application by the Company and ending on making actual sales by the IBA, within which period any new IBA shall be entitled to terminate this Contract without penalty and will be entitled to a full refund of price after deducting the bank charges of course or materials purchased from the company. The Company agrees to provide a cooling-off period of 1 day to the IBA/Consumer.
- 11.2 Refund Policy: Further, the Company provide refund or buy back guarantee after deducting the bank charges of course or materials purchased from the company to the IBA within a period of 2 days from date of distribution of goods and services to the IBA/consumer after receiving in written notice from IBA/ Consumer to the company within 2 days.
- 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 (6) 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;
- IBA's breach of any terms and conditions of the Agreement;
- IBA's violation of any rights of another person or entity when such person or entity has claimed compensation for such violation against the Company; or
- any action brought on the Company due to IBA's breach of any statutory requirement, duty or law.
- 15. Confidentiality: The IBC undertakes that all confidential information including but not limited to knowledge and data of a confidential nature, trademarks, trade secrets, lawlists, 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. Data Use & Privacy:
- 17.1 The parties agree that some functionality of the Website may require the transmission of information provided by the IBA including usernames and passwords, mobile numbers, addresses, e-mail addresses, financial information (such as credit card numbers) or GPS location (“User Information”).
- 17.3 All information which the IBA provides in connection with the Website/App, Services or this Agreement shall be current, true, accurate, supportable and complete. The IBA shall promptly notify Company in writing of any changes to such information.
- 17.4 The IBA is solely responsible for maintenance of the confidentiality and security of any information transmitted from or stored on a device for purposes of the Web site for all transactions and other activities undertaken in the IBA’s name whether authorized or unauthorized. The IBA agrees to immediately notify the Company of any unauthorized transactions associated with the Website or any other breach of security. To the extent possible under the law, the Company shall not be responsible for any losses arising out of the loss or theft of the IBA’s information transmitted from or stored on a device or from unauthorized or fraudulent transactions associated with the website/App.
- 17.5 As servers may be located in other jurisdictions, the IBA’s personal data and information may be transferred, stored, used and processed in a jurisdiction other than India. The IBA understands and consents to the transfer of personal data outside India.
- 18. Provision of App, Website, Services &content:
- 18.1 The Company reserves the right to change, modify, suspend or discontinue the whole or any portion of the Website, services, or content at any time. The Company may also impose limits on certain features or restrict the IBA’s access to part(s) or the entire Website or content without notice or liability.
- 18.2 The Company does not guarantee that the Website or content will be available at all times or at any given time , as some natural calamity, technical glitch and/or other unavoidable circumstances may cause hindrance.
- 18.3 From time to time the Company may run competitions, promotions and surveys via the Website and Services, which may be subject to additional terms and conditions which you shall be notified through Website. By choosing to participate in such competitions, promotions or surveys, you shall be deemed to have accepted such additional terms and conditions and to have agreed to be bound by such additional terms and conditions.
- 19. Information handling
- 19.2 The Company may collect, use, preserve and share the IBA’s information if the Company believes in good-faith that it is reasonably necessary to:
- Respond pursuant to applicable law or regulations, to legal process or to government requests;
- Enforce the terms of this Agreement and any other applicable terms and policies including investigations of potential violations;
- Detect, investigate, prevent and address fraud and other illegal activity, security, or technical issues; or
- Protect the rights, property, and safety of the IBA, its affiliates or others.
- 20. Electronic Communications:
- 20.1 When the IBA uses the Website or avails the Website services or sends any data, information or communication to the Company, the IBA agrees and understands that the IBA is communicating with the Company through electronic media/ records and the IBA consents to receive communications via electronic records from the Company periodically and when required. The Company will communicate with the IBA by email or any push or other message or electronic records on the email address or mobile number available with the Company or made available to the Company through a partner which will be deemed as adequate service of notice / electronic record.
- 20.2 The IBA acknowledges that specific consent to the Company or its respective affiliates and partners contacting the IBA using the contact information which the IBA has provided to the Company at any time during the IBA’s association with the Company for any purpose including the following purposes:
- To obtain feedback regarding the website/App;
- To contact IBA for offering new products or services, whether offered by the company, or our respective affiliates or partners.
- 20.3 The IBA acknowledges and agrees that it may be contacted for the above purposes using any of the contact details provided by it, including via emails, text messages or phone calls.
- 20.4 In the event where the IBA has indicated any 'do not disturb' preferences to his telecom service provider and registered himself on the national customer preference register / 'do not disturb' or similar list, the IBA agrees to ensure that its registered preferences allow for communications to be sent to it in accordance with the above provisions.
- 21. Warranties and Remedies:
- 21.1 The Company makes no warranty that the Website or content will meet IBA’s requirements, be free from errors, viruses, malware or spyware, or that the operation of the Website or content will be uninterrupted or error-free or that all errors in the Website/content may be corrected. As all this can happen in this era of digitalization due to cyber-attack/hack or any other un avoidable technical glitch.
- 21.2 The IBA accesses the Website, and content at the IBA’s own risk and in no event will the Company be liable for any loss or damage of any kind, including direct or indirect losses, lost profits or other consequential losses arising from the use of or inability to use the Website, or content or from errors, deficiencies, viruses, malware or spyware in it or from any problem caused by the Website or content to any computer system, smartphone or mobile device, subject to any applicable restrictions imposed by law on such exclusion of liability.
- 21.3 The data and information made available on or through the Website are of a general nature and do not purport and shall not in any way be deemed to constitute an offer or provision of any professional or expert advice. The IBA should at all times consult a qualified expert or a professional adviser to obtain advice and independent verification of the information and data contained herein before acting on it. The IBA shall explain to the consumer that mere buying the course does not ensure success. Success rate may vary from student to student depending upon the intellect level of student, time and effort put in by the student in using the product.
- 22. Queries, Complaint, Grievance: All queries, complaints or claims in respect of the App, website, Services or Content, including any issue relating to technical difficulties, support and maintenance, product liability or non-compliance with consumer protection or any other laws or regulations, shall be directed to and handled by the Company. If the IBA has any queries or complaints or believes that he/she has any claims against the Company in respect of the Website or content please contact the Company Grievance cell’s contact person on the name and address as available on Company’s Website. The Company agrees that all complaints received over phone, email, Website, post and walk-in will be allotted a complaint number for tracing and tracking the complaint and record time taken for redressal.
- 23. Intellectual Property
- 23.1 The copyright, patents, trademarks, registered designs and all intellectual property rights in the Website including without limitation the copyright in the content of the Website, shall vest in and remain with the Company. The Company reserves and retains all rights in the content and know-how of the Website and this Agreement does not contemplate a license or assignment of such intellectual property.
- 23.2 The trademarks, logos and service marks (hereinafter referred as "Marks") displayed on the Website are the property of the Company, and all rights to the Marks are expressly reserved by the Company. The IBA is not permitted to use any Marks without prior written consent of the Company. The Company and its group companies aggressively shall enforce their intellectual property rights to the fullest extent of the law. The name of the Company or any other Marks may not be used in any way, including in any advertising or publicity, or as a hyperlink without prior written permission of the Company.
- 24. Notification of Infringement
- 24.1 The Company reserves the sole right to investigate notices of copyright, trademark and other intellectual property infringement (hereinafter referred as “Infringement”) in respect of the Website (hereinafter referred as “Infringing Material”) and take appropriate action including any defense, settlement and/or discharge of such Infringement claim. If the IBA believes that Infringement is occurring on the Website, it shall notify the Company in writing immediately (“Infringement Notice”).
- 24.2 All Infringement Notices shall be sent to the Company’s address as mentioned on the Website.
- 24.3 The Company will duly consider all Infringement Notices submitted in the above manner. In return, the IBA agrees not to take any legal action or exercise any legal remedy which the IBA may have against the Company in respect of any Infringing Material, unless the IBA has first given the company the Infringement Notice and sufficient opportunity to remove the Infringing Material, and thereafter the Company refuses or fails to remove the Infringing Material within reasonable time. Where the Company removes the Infringing Material in response to IBA’s Infringement Notice, the IBA agrees not to exercise and hereby waives any right of action against the Company under applicable law which the IBA may have in respect of any Infringing Material prior to such removal by the Company.
- 25. Waiver
- 25.1 No waiver of any rights or remedies by the Company shall be effective unless made in writing and signed by an authorized representative of the Company.
- 25.2 A failure by the Company to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver or variation of any such rights or operate to bar the exercise or enforcement thereof at any subsequent time or times.
- 25.3 Rights of Third Parties: A person or entity who is not a party to this Agreement shall have no right to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. Notwithstanding the foregoing, the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination of this Agreement.
- 26. Force Majeure:
- 26.1 No party shall be liable for any failure to perform its obligations under this Agreement if the failure results from a Force Majeure Event (defined below), provided always that whenever possible, the affected party will resume that obligation as soon as the Force Majeure Event occasioning the failure ceases or abates.
- 26.2 For purposes of this Agreement, a “Force Majeure Event” is an event which is a circumstance or event beyond the reasonable control of a party which affects the general public in that party’s country or in the territory of the said party’s country and which results in the party being unable to observe or perform on time an obligation under this Agreement. Such circumstance or event shall include industrial action or labour disputes, civil unrest, war or threat of war, criminal or terrorist acts, government action or regulation, telecommunication or utility failures, power outages, fire, explosion, natural physical disasters, epidemic, quarantine restrictions, and general failure of public transport.
- 27. Return of Confidential Information: It is hereby acknowledged and agreed by the IBA that it shall promptly return all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, within three (3) days from the termination of this Agreement.
- 28. Terms and Termination:
- 28.1 This agreement is effective from the effective date of this Agreement and shall remain valid till IBA’s compliance with the Company’s policy & procedure. Either of the parties shall have the right to terminate this agreement by issuing a 30 (thirty) days written notice to the other party.
- 28.2 Further, in case the IBA fails to comply with any of the terms of this Agreement, the Company reserves the right to terminate this Agreement without any written notice and all commissions due will be forfeited.
- 28.3 The Company reserves the right to terminate this Agreement for the breach of Direct Selling guidelines published by the Government of India or any State Government;
- 28.4 The Company reserves the right to terminate this Agreement for reasons of non-performance of sales of the Company, online educational courses, products and services as per the targets defined from time to time, if any;?
- 28.5 The Company reserves the right to terminate this Agreement due to legal, regulatory or other developments that require material operational changes within the territory of India, in which case the Company may, if regulatory conditions allow, endeavor to restructure the contractual relationship with the IBA on such terms and conditions as are then practical and legally permissible.
- 28.6 The Company shall also have the right to terminate this Agreement by giving 30 days’ notice in writing if the IBA fails to make any sale of the Company’s products or services for a consecutive period exceeding 24 months.
- 28.7 If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions shall still remain in full force and effect.
- 28.8 This Agreement and all questions of its interpretation shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its principles of conflicts of laws.
- 28.9 The provisions of clauses 10, 12 and 15 shall survive the termination of this Agreement.
- 29. Dispute Resolution:
- 29.1 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 grievance 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.
- 29.2 n case no 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.
- 29.3 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.
- 29.4 The venue of Arbitration shall be SAS Nagar, Mohali, Punjab and the language of Arbitration shall be English.
- 29.5 The Arbitration proceedings will be proceeded over by the Company’s management.
- 29.6 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.
- 30. 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.
The Company and its designees may use any Submissions without restriction, and are granted without limitation worldwide, perpetual, royalty-free, irrevocable right to reproduce, modify, edit, publish, make derivative works from and sell and distribute such Submissions in any and all forms and media, now or hereafter discovered, and for the Company to license others to do the same. The Company will not be liable to pay any royalty, claim, reward, consideration or other compensation for any Submission that is received or for any use thereof.
- 32. Miscellaneous:
- 32.1 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.
- 32.2 This Agreement shall not be deemed to constitute a partnership, employment or agency and no party shall have any authority to bind the other party otherwise than under this Agreement.
- 32.3 This Agreement and compensation plan and policy procedure shall constitute the entire understanding on the subject matter of this Agreement.
- 32.4 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.
- 32.5 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.
- 32.6 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.
- 32.7 The IBA may incur data charges from the service provider when downloading the App or Content.
- 32.8 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 here of.
- 32.9 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.
- 32.10 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.
- 32.11 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 IBC only.
- 32.12 The Company holds the right to deduct the minimum processing fee 5%for each online payment/transaction made by the Company. The processing fee will vary with respect to the rules of the bank or amount being transacted.
- 32.13 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.
We are committed to Safeguarding Your Privacy The Company is committed to people and service. We respect your right to privacy. We believe that your personal information, including your purchases, e-mail address, billing and shipping addresses, telephone numbers and credit card information belongs to you. We will use this information to complete your purchases. We want to use this information to make your interaction with us more informative and fulfilling, and to tell you about the wonderful products and opportunities available with the Company.
To Opt Out - The company may contact you regarding your request for more information. To better protect the security and integrity of your information, we may also verify identity by requesting your full name, bill to address and e-mail address before granting access or making corrections to your information. The following applies to our Website, http://www.unfoldu.com and any other Company webpage like facebook page (https://www.facebook.com/ Instagram (@ Twitter and YouTube This is the only authorized UnfoldU Website serving India and abroad.
Collection - Our Website may have various clubs, contests, surveys and other events. To join in these activities we typically ask for your name, address, e-mail address and telephone numbers. We may ask for other personal information on a voluntary basis. We also have opportunities for you to contact us. Again, we typically ask for your name, billing and shipping addresses, e-mail address and telephone number, plus any comments or questions you may have. Our Website may also provide opportunities for you to e-mail information, such as recipes, club offers, or product information, to a friend. This information is used only to e-mail the desired information, and is not retained by the Company.
Our Website may also include additional services. Some are provided by third parties (such as Distributor locator services). These services may require information in order to service your needs (such as your address). While we do not control these third parties, we ensure that they are contractually bound to use the information only for authorized purposes. We may also participate in Affiliate programs, which may provide you with Cookies
"Cookies" are very small text files your Web browser stores on your computer when you visit a Websites. It is your identification card, and cannot be executed as code or deliver viruses. It is uniquely yours and can only be read by the site that gave it to you.
Our cookies help make it easier for you to use our Websites and to help us customize your experience so that we can provide you with the information you need - when and where you need it. A cookie generated by https://www.unfoldu.com for example, allows you to retrieve your Shopping Cart and address information on a return visit. Cookies do not collect this information, nor is your name, address or product information contained within the cookie itself. The cookie simply holds the "key" that, once read by our Websites, unlocks this information.
1. If you leave cookies turned on, ensure you sign off when you finish using a shared computer.
2. Data Security is Important to Us
3. Ensuring security online is an important part of our pledge to respect your privacy. All of the customer data we collect is protected against unauthorized access.
4. Transfer of personal data
5. As servers may be located in other jurisdictions your personal data may be transferred to, stored, used and processed in a jurisdiction other than India. You understand and consent to the transfer of personal data outside India.
Our Policy Doesn’t Apply to Other Websites
Disclosure of Your Information We make an effort to keep your personal information confidential. However, we may be required to disclose your information to the government or third parties under a valid legal request. For example, a criminal investigation or a lawful subpoena may force disclosure. This is true of every business.
By using our Website, you agree to let us collect and use information in a manner consistent with the guidelines stated in this policy.
- 33. 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 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 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 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.