Terms onditions

INTERPRETATION
The recitals contained herein shall be deemed to be an integral part of this Agreement;
Words and phrases used but not expressly defined herein bear the meaning commonly ascribed to them at Indian law or in India as the case may be.
“Company” shall mean M/s. E-Biotorium Network Private Limited.
“Collaborative Entity”, “You”, “He/She”, “I” shall mean the person accepting the present terms and conditions and the one who registers himself with the company to work with the company for selling its products
Unless otherwise indicated, the terms ‘hereof’, ‘herein’, ‘hereby’, ‘hereto’ and derivative or similar words refer to this entire Agreement;
.Unless otherwise indicated, references to Clauses, sub-clauses or Annexures are to a Clause, sub-clause, or Annexure as mentioned herein
Headings and bold type face are only for convenience and shall be ignored for the purposes of interpretation;
Words importing the singular include the plural;
Words importing any gender include every gender;
The words ‘including’ and ‘among others’ and words and phrases of a like nature used in this Agreement are deemed to be followed by the words ‘without limitation’ or ‘but not limited to’ or words or phrases of a like nature whether or not such latter words or phrases are expressly set out;
Unless expressly stated otherwise, any reference to the ‘consent’ of a Person means such consent issued at the sole and absolute discretion of that Person;

DEFINTIONS
“Agreement” shall mean the terms, conditions and obligations as stipulated herein and any other written addendum to this Agreement, if entered between the parties.
“Intellectual Property” includes existing, proposed and future Intellectual Property in the nature of unregistered or registered rights to any and all patents, copyrights, trademarks, trade secrets, trade-specifications, trade-knowledge, technical or industrial know-how and other confidential and/or proprietary information and inclusive of all intellectual property that is the subject of ownership by the Company and/or its subsidiaries, venture partners and predecessors in interest, business and/or title, and/or other business arrangements, inclusive of but not limited to any oral arrangement which the Company may have entered into with the Party or other party.
.Prospective Customers shall mean any persons (whether artificial or natural) which are the buyers of the products sold the Company either directly or by Collaborative Entit
Products shall mean items manufactured and/or marketed and/or advertised by the Company for the purpose of sale and/or commercial exploitation and shall include all future items as may be manufactured and/or marketed and/or advertised by the Company for purposes of sale and/or commercial exploitation.`
APPOINTMENT
Subject to the terms and conditions of this Agreement, the Company hereby grants the Collaborative Entity the right to sell the products of the Company on terms and conditions as mentioned hereinbelow. The Collaborative Entity hereby binds himself to the rules and regulations of the Company as made from time to time for the conduct of its business without any requests from modifications thereto. At all times, Collaborative Entity must strictly adhere to this Agreement which shall be signed and/or accepted between the Company and the Collaborative Entity. Company may from time to time amend the this Agreement with retrospective effect without prior knowledge or consent of the Collaborative Entity

OBLIGATIONS OF THE COLLABORATIVE ENTITY
For the purposes of the business of the Company, the Collaborative Entity shall clearly while dealing with prospective costumers clearly identify himself & disclose the identity of the Company including address of the place of business of the Company, nature of products manufactured and/or sold by the Company, and also clearly communicate and/ or disclose to the prospective customers its associated risks and benefits of the products of the Company.
The Collaborative Entity shall provide accurate and complete information with respect to demonstration of the product of the Company, its prices, terms of payment, return, exchange, refund policy to the prospective customers & shall not in any way hide any material information about the products of the Company.
The Collaborative Entity shall provide his identity card issued by the Company to the prospective customer prior to carrying out any sale for and on behalf of the Company and shall also show/display “Brochure” of the Company which would contain brief description of the Company & description of the products of the Company as and when demanded by the prospective customer.
The Collaborative Entity shall prior to the conclusion of sale with the prospective customer disclose the total consideration amount which would be paid to the company, in case, the prospective customers agrees to buy the products of the Company. The Collaborative Entity shall also disclose country of origin of the products of the Company & shall provide right to inspection, if the prospective customer so desires, of the products of the company at a mutually agreeable place and time as may be decided between the prospective customer and the Collaborative Entity.
The Collaborative Entity shall have a limited right to persuade the prospective customers to buy the products of the Company and shall in no means whatsoever use any coercive and/or unfair trade practices which would directly and/or indirectly affect the business of the company while dealing with the prospective customers. Any contravention of this clause shall be the sole responsibility of the Collaborative Entity and the Company shall not be in any way responsible for the same
It shall be the duty of the Collaborative Entity to protect all personal sensitive information provided by the prospective customer and shall take reasonable care and precaution that the information as provided shall not be disclosed to any third party excluding the Company which may be adversarial to the interests of the prospective customers. Any contravention of the Collaborative in respect of the present clause shall be the sole responsibility of the Collaborative Entity and the Company shall not be in any way responsible for the same.
The Collaborative Entity shall not
Visit the prospective customers premises without the identity card and brochure as provided by the Company and also shall not visit the premises of the prospective customers without prior appointment convenient to the prospective customers.
Shall not provide any prospect/brochure and/or any fake description of the products which are not been approved by the Company
n pursuance of a sale, make any claims that are not consistent with the statements/product information of the products authorized by the company.
In pursuance of a sale, shall not mislead the prospective customers in purchasing the products of the company by providing any information which are inconsistent to the claims of utility of the products manufactured by the company.
Shall not receive and/or demand any sale consideration or any part of it pursuant to the sale of the products of the Company in cash and/or in kind in his personal and/or affiliates bank account. It shall be non-revocable obligation of the Collaborative Entity to provide the bank details of the Company for the transfer of sale consideration of the products of the Company.
Shall not demand any token money/earnest money from the prospective customers for the products ordered.
Shall not sell the product above the Maximum Retail Price (MRP) and/or below the selling price as specified by the company in respect of products of the company from time to time.
Shall not in any way put to sale the products of the Company through any E-commerce medium and/or platform.
Shall not disparage and/or defame the Company in any manner in front of the prospective customers.
It has been communicated to the Collaborative Entity that the Company does not provide any warranty and/or guarantee and/or refund and/or replacement and/or return of whatsoever nature of its products. In pursuance of the same, the Collaborative Entity shall compulsorily make known to the prospective customers of the said policy of the company with reference to warranty and/or guarantee and/or refund and/or replacement and/or return while dealing with the prospective customers. Any adversarial claims made by the Collaborative Entity while dealing with prospective customers with respect to the above referred policies shall be the sole responsibility of the Collaborative Entity and the Company shall not in any way be held responsible for the same and/or be required to fulfill the same.
It shall be necessarily communicated to the prospective customers that the Company does not provide any insurance, installment or credit payment scheme for the products sold by the Company. Any such representation made by the Collaborative Entity shall be void and the Company shall not be in any way liable to be obliged by the same.
It shall be necessarily communicated to the prospective customers that they shall be solely responsible for the products bought after inspection of the products of the Company. Notwithstanding, in case, the goods tend to be defective, prospective customers would always have the option to not accept the products in its defective condition of which loss shall be borne by the Collaborative Entity if the goods were not defective during the inspection of the Collaborative Entity during pick up from authorized centers of the Company.
. It shall be necessarily communicated to the prospective customers that though the products as offered by the Company helps for providing health benefits, which may not be tangible and/or apportioned and/or visibly seen, the prospective customer shall not in any way alter and/or modify and/or change any medicines/prescriptions/medical treatments as recommended to the prospective customers by the concerned doctor as may be hired by the prospective customer. Any deviations from the responsibility as specified in this clause shall be the sole responsibility of the Collaborative Entity and the Company shall not in any way be responsible for the same.
. It shall be communicated to the prospective customers by the Collaborative Entity that any claims made with respect to delivery of the goods shall always be subjected to availability of stock of the products ordered by the prospective customers with the Company.
The Collaborative entity shall after the confirmation of order by the prospective customers shall be required to do the following-
Immediately contact the company & enquire about the availability of the stock of the product ordered by the prospective customers. In case of non-availability, the same shall immediately be informed to the prospective customer without any delay or demur.
In case of availability, procure the product from the pickup centers authorized by the Company. During such procurement from authorized pick-up centers, the Collaborative Entity shall necessarily carry out thorough inspection of the products for any defects of whatsoever nature. It shall be only upon satisfaction of such inspection; the Collaborative Entity shall accept the delivery of product from authorized pick-up centers of the company.
After such procurement upon satisfaction by the Collaborative Entity, he shall deliver the product to the prospective customers through any mode as may be desirable to the Collaborative Entity. Notwithstanding anything, the Company shall not be in any way be responsible for any damage of whatsoever nature to the products during the transit from the authorized pickup centers of the Company. If any damage is caused to the products as ordered by the prospective customers during transit, the Collaborative Entity shall be solely responsible for the same & the company shall not in any way be asked to replace/repair/refurbish the products of the company. Any loss caused during transit shall be borne by the Collaborative Entity.
Upon delivery to the prospective customer, the Collaborative Entity shall necessarily ask the prospective customer and/or its agents as may be specifically assigned by the prospective customer to inspect the product delivered for any defects of whatsoever nature. The Collaborative Entity shall further communicate to the prospective customer, that after necessary inspection, the prospective customer shall only purchase the product after due satisfaction and if the said products as ordered are accepted, the prospective customer shall be liable to waive off any right of warranty and/or guarantee and/or refund and/or replacement and/or return from the Company.
Upon acceptance of product, the Collaborative Entity shall provide the Bank details of the Company for immediate IMPS/NEFT and/or any other mode of instant transfer for the payment of consideration towards the products sold by the Collaborative Entity. It shall be responsibility of the Collaborative Entity to ensure that the consideration of the products sold is received by the Company and only upon such receipt by the Company, the Collaborative Entity shall handover the possession and/or ownership of the products to the prospective custome.

OBLIGATIONS OF THE COMPANY
The Company shall provide upon execution of this Agreement an identity card to the Collaborative Entity which shall necessarily contain the name, address of the Collaborative Entity, Identity of the Company including address of the place of business of the Company. The Company shall also provide a Brochure of the business of the Company to the Collaborative Entity for the purposes of conducting business of the Company.
The Company shall provide accurate and complete information with respect to demonstration of the products of the Company, its prices, terms of payment, return, exchange, refund policy to the Collaborative Entity which can then be communicated to prospective customers
It shall be immediately upon execution of the Agreement communicated to the Collaborative Entity that the Company does not provide any warranty and/or guarantee and/or refund and/or replacement and/or return of whatsoever nature of its products. In pursuance of the same, it shall be duty of the Collaborative Entity to compulsorily make known to the prospective customers of the said policy of the company with reference to warranty and/or guarantee and/or refund and/or replacement and/or return while dealing with the prospective customers.
It shall be immediately upon execution of the Agreement communicated to the Collaborative Entity that the Company does not provide any insurance, installment or credit payment scheme for the products sold by the Company. It shall be necessarily instructed by the Company to the Collaborative Entity to not make any claims with reference to above.
It shall be immediately upon execution of the Agreement be the duty of the Company to guide and inform its Collaborative Entity that the products as offered by the Company helps for providing health benefits, which may not be tangible and/or apportioned and/or visibly seen. It shall also be communicated to the Collaborative Entity that the prospective customers shall not be in any way be instructed and/or advised by the Collaborative Entity to alter and/or modify and/or change any medicines/prescriptions/medical treatments as recommended to the prospective customers by the concerned doctor as may be hired by the prospective customer.
It shall be communicated to the Collaborative Entity by the Company that any claims made with respect to delivery of the goods shall always be subjected to availability of stock of the products ordered by the prospective customers with the Company.

PAYMENT TO THE COLLABORATIVE ENTITY
The company shall pay to the collaborative entity a bonus on the basis of the of its sales performance as made by the collaborative entity after every 12 hours
Bonus paid to the collaborative entity depends on the company policy and upon the type products sold and also depends on the price on which the said product has been sold by such collaborative entity.
The company may change its policy for payment of the bonus without prior notice to the collaborative entity and that the collaborative entity hereby agrees to accept the same.

INTELLECTUAL PROPERTY
The Company shall be the sole owner of all the Confidential Information & Intellectual Property and all patents, patent rights, copyrights, trade secret rights, trade mark rights and other rights anywhere in the world in this connection. The Collaborative Entity hereby agrees to hold in confidence and not to directly or indirectly use or disclose, either during or after termination this Agreement with the Company, any Confidential Information he/she obtains or creates during the period of collaboration, whether or not during working hours, except to the extent authorized by the Company or until such Confidential Information becomes generally known. The Collaborative Entity hereby agrees not to make copies of such Confidential Information except as authorized by the Company, and hereby assigns to the Company any and all rights, title and interest he/she may have or acquire in such Confidential Information. Upon termination of this Agreement or upon an earlier request of the Company, the Collaborative Entity will return or deliver to the Company all tangible forms of such Confidential Information in his/her possession or control, including but not limited to drawings, specifications, documents, records, devices, models or any other material and copies or reproductions thereof.

OTHER CLAUSES
Collaborative Entity is not an employee of the Company and shall not be entitled to any employee’s benefits. Collaborative Entity shall be responsible for paying all taxes whether direct or indirect including but not limited to Income Tax, GST and other taxes chargeable to Collaborative Entity on amounts earned hereunder. All Legal, Statutory, financial and other obligations associated with Collaborative Entity’s business / income shall be the sole responsibility of the Collaborative Entity.
It is made and understood in very clear terms that a Collaborative Entity is not an Agent, Employee nor an authorized representative of the Company or its service providers. He is not authorized to receive/accept any amount/payment for and behalf of the Company and any payment received by him/her from any party shall not be deemed to be received by the Company.
The Company reserves its right to withheld / block/ suspend the rights and privileges of the Collaborative Entity if he / she fails to provide any details as desired by the Company from time to time
The Company reserves its right to withheld / block/ suspend the rights and privileges of the Collaborative Entity if he / she fails to provide any details as desired by the Company from time to time
Collaborative Entity is prohibited from listing, marketing, advertising, promoting, discussing, or selling products / services, or the business opportunity on any website / online portal / mobile application / online forum or any other online medium.
Collaborative Entity shall not repackage, or otherwise change or alter any of the packaging labels of Company’s Products
.Collaborative Entity shall not by any means disparage/defame the products of the Company as well as the Company and/or its directors, Managers, Key Managerial Personal either during the continuance of this Agreement and after the termination of this Agreement for any reasons whatsoever. Any such action by the Collaborative Entity shall be liable to prosecution by the Company under civil and/or criminal laws prevailing within India.
Collaborative Entity is an independent contractor, and nothing contained in this agreement shall be construed to the following :
Give any party the power to direct and control the day-to-day activities the other party.
. Constitute the parties as anything else but only independent entities including but not limited to partners, agencies, joint ventures, co-owners.
Allow Collaborative Entity to create or assume any obligation on behalf of Company for any purpose whatsoever.

MODIFICATION OF THIS AGREEMENT
Notwithstanding anything stated or provided herein, Company reserves the complete rights and discretion to modify, amend, alter, or vary the terms and conditions, products, services, marketing plan, compensation plan/method, incentive plan/method and any other policies at any time without any prior notice. Modification shall be published through the official website of the Company or any other mode as company may deem fit and proper and such modification/amendment shall be applicable and binding upon the Collaborative Entity from the date of such modification/notification. If the Collaborative Entity does not agree to such amendment, he/she may terminate his/her rights, benefits and privileges as a Collaborative Entity within 15 days days of publication of such modification/notification by giving a written notice to the Company to such effect. Without any objection to such modifications/alterations it shall be deemed that he/she has accepted all modifications and amendments in the terms & conditions of this agreement.

INDEMNIFICATION
The Collaborative Entity shall hereby indemnify the company, its employees, directors, agents, and each of their Affiliates (the “Indemnified Parties”) against, and agree to hold them harmless from, any and all damages including any claim, charge, action, depletion or diminution in value of the assets of the Company, loss, liability and expense (including but not limited to reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, lawsuit or proceeding) (hereinafter referred to as “Loss”) incurred or suffered by the Indemnified Parties and arising out of or relating to any misrepresentation, negligence, malfeasant acts or breach of warranty / trust to be performed by the Collaborative Entity pursuant to this agreement.

TERMINATION
.The company is free to review the performance of any Collaborative Entity at timely intervals. Any Collaborative Entity not performing to the full satisfaction of the company in terms of securing new orders, in compliance of company’s policies and terms and conditions of this agreement is liable to be terminated. The Company shall issue a notice to the Collaborative Entity who is found liable for termination, after 30(15) days of the issuance of such notice this agreement shall be terminated.
.The Company shall be at complete liberty to terminate this agreement and devoid the Collaborative Entity of their benefits, rights and privileges in occurrence of any of the following
. Where a Collaborative Entity failed to comply with any
event(s) :
Where a Collaborative Entity is found to have made no purchases by himself/herself of products and services for a period of 3 months since the date of joining the Company as a Collaborative Entity or where there is no purchases by himself/herself of products or services for a continuous period of 3 months since the date of the last purchases made.
Where a Collaborative Entity failed to comply with any terms and conditions of this agreement.
Where information given by Collaborative Entity found wrong/false/misleading intentionally or otherwise.
Where Collaborative Entity is no longer the citizen of The Republic of India
Where Collaborative Entity is convicted of an offence punishable imprisonment of whatever term.
Where Collaborative Entity resigns voluntarily.
Where Collaborative Entity provides the same bank details with fake name and fake KYC details.
Where a Collaborative Entity being associated with its upline member joins another upline member without the process of resignation.
Where a Collaborative Entity after providing resignation to its upline member joins another upline member before the cooling period of 90 Days.
Where a Collaborative Entity fails to provide its KYC details and cancelled cheque

NOTICES
Any notice and other communications provided for in this Agreement shall be in writing and shall be sent prepaid registered post with acknowledgement due or speed post, in the manner as elected by the Party giving such notice at the address details stated below.
The relevant address of each Party for the purposes of receipt of notices and communications under this Agreement shall be the addresses as set out in the respective parties’ title clauses to this Agreement.
Any Party may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other not less than 30 (Thirty) days prior written notice thereof and till such written intimation, any notice/communication transmitted at the last known address shall be valid and good service.

GOVERING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by, interpreted and construed in accordance with the laws of India, as applicable to the State of Maharashtra and shall be subject to the exclusive jurisdiction of competent courts of Thane City.

DECLARATION BY THE COLLABORATIVE ENTITY
By registering yourself with the company you hereby declare that;

You are of or above 18 years of age, you are an Indian Citizen and that you have provided the required information accurately. You have documents to support this declaration and information that you have provided.
You have read and understood the terms and conditions for appointment as a Collaborative Entity of the Company under this Agreement and understands that by submitting this declaration you will be entering into a non-transferable binding agreement as per the Indian Contract Act 1872 and you shall be terminated if you do not adhere to these terms
You declare that you have not been given any assurance or promise or inducement by the Company or its Directors or the Collaborative Entity who is introducing you in regard to any fixed income incentive, prize or benefit on account of any purchase and you have applied to appoint yourself as a Collaborative Entity on you own volition.
You shall not publish any information or claim which is not in accordance with the company and you shall not sell / list / publish any product / service or packages on any digital / online platform
You have clearly understood that eligibility of income exclusively depends on your performance in business volume as per the marketing method / plan, compensation method / plan.
You further agree that the company reserves the right to change the marketing method / plan, compensation method / plan at any point of time without any prior notice.
You have been informed and explained clearly about the Company’s various offerings, its policies and activities along with Return Policy, Exchange Policy, Refund Policy, Privacy Policy by the company and you have understood them and agree to these terms stated in the above mentioned agreement & shall not dispute the same.

MISCELLANOUS PROVISIONS
Non-Waiver: No delay, forbearance, indulgence or relaxation or inaction by any Party at any time to require performance of any of the provisions of this Agreement by the other Party shall in any way affect, diminish or prejudice the right of such formerly mentioned Party to require performance of that provision by the latter. Any waiver or acquiescence by any Party of any breach of any of the provisions of this Agreement shall not be construed as a waiver or acquiescence of any right under or arising out of this Agreement or of the subsequent breach, or acquiescence to or recognition of rights other than as expressly stipulated in this Agreement.
Cumulative Rights: All remedies of either Party under this Agreement whether provided herein or conferred by statute, civil law, common law, custom, trade, or usage are cumulative and not alternative and may be enforced successively or concurrently. These rights of the Company herein provided, shall be without prejudice to the right and remedies available to the Company under the Applicable Law and in equity.
Entirety: This Agreement constitutes the entire agreement between the Company and the Collaborative Entity with respect to the subject matter hereof to the exclusion of and shall supersede all other prior documents including term sheet/s, letter/s of intent, agreement/s, arrangement/s, understanding/s and assurance/s, either written or oral or vide exchange of emails (including exchange of drafts vide email), existing or proposed, between the Company and the Collaborative Entity or their representatives, relating to the subject matter hereof. The Company and the Collaborative Entity hereby expressly waive any and all the surviving terms contained in any and all of the abovementioned agreements, arrangements, understanding and assurances, either written or oral or existing or proposed.
Partial Invalidity: If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Applicable Law or regulation or government policy, then and in such an event, the remainder of this Agreement; and the application of such provision to Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by the Applicable Law. Any invalid or unenforceable provision of this Agreement shall be replaced by the Parties in good faith with a provision, which is valid and enforceable and which most nearly reflects the original intent of the unenforceable provision.
Act of God Event: The Company shall not be liable for any failure to perform its obligations where such failure has resulted due to Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, lockdowns, pandemics, terrorist activities, nationalization, acquisition of the company’s asset by the government to any other government/semi government agency, civil/financial emergency by the government, any other government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, server failure, cyber attack, Technology or allied constraints, Raw Material Supply Constraint, or any type of redirection by Government (Central and / or State), local Authority or any other government department.
Binding Nature: This agreement shall have the same effect as if this agreement has been executed between the parties physically and/or in person and shall be binding upon the parties and shall be legally enforceable in the court of law.
All the articles, Identity Card and Brochures provided by the company shall be chargeable as per its cost which shall be decided by the company and which may change from time to time as per company policies. This Agreement shall be binding on the Parties hereto and all persons claiming through or under them. None of the parties shall have or claim any right (whether during the subsistence of this Agreement or thereafter) which is not covered in, or which is inconsistent with, this Agreement and none of the Parties shall make any representation to or contract with any person contrary to what is provided herein.