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Terms and Conditions: These Terms and Conditions are to be read together with Direct Seller Application. Atomy reserves the right to approve the Direct Seller Application at its sole and absolute discretion without any obligation of assigning any reason for rejection of the application. Once approved the Direct Seller application along with this Agreement, Atomy's Code of Ethics and Principles, Atomy Compensation Plan, Atomy Policies and Procedures (as amended from time to time) (herein after collectively referred to as ‘Agreement’) constitute the entire agreement between the Direct Seller and Atomy.
Definitions:
The following terms shall have the meanings set forth below:
Whereas,
It is now agreed between the parties as under:
1. Appointment: Atomy appoints, as of the Effective Date, the individual(s) identified in the above Direct Seller Application, or if applicable, the Business Entity listed therein, as a Direct Seller of Atomy Products and services, and the Applicant(s) agree(s) to such appointment. As of the Effective Date and upon receipt of ordering information and completion of any required formalities, the Direct Seller may, on a non-exclusive basis, within the Territory as may be communicated by Atomy, and otherwise in accordance with the Direct Seller Agreement, purchase Atomy Products from Atomy in order to sell, distribute and market the same
2. Cooling-Off Period:
Atomy allows the Direct Seller 30 days cooling-off period in which Direct Seller can cancel participation and receive a refund for goods or services purchased, after returning back the products/service in saleable conditions to Atomy.
The Direct Seller shall be eligible for refund for goods or services purchased as per Atomy Policies and Procedures, issued in this behalf and which are available on Website.
3. Duties/Obligations of Direct Seller: The Direct Seller agrees to abide by Atomy's Code of Ethics and Principles, as amended from time to time, issued in this behalf and which is available on the Website.
4. Sale on e-commerce platforms: Any sale or offers for sale, on an e-commerce platform/online, of any product or service of Atomy is strictly prohibited and Atomy reserves right to penalize/ terminate the Direct Seller agreement or take any other action as may be deemed necessary or expedient to safeguard its interest and those of the other Direct Sellers in case of violation of this clause.
5. Buy-Back/Repurchase: Atomy and The Direct Seller agree to be bound by the terms and conditions of Buy-back/repurchase as mentioned below, The Refund is applicable only for products in Saleable conditions, and partially used products (i.e. less than 30%). It is not applicable to products that have been intentionally damaged or misused. Direct Seller may return the products as per below conditions:
Category | Condition of product | Period | Invoice | Payment |
---|---|---|---|---|
|
Saleable | 30 days | Yes | Direct Seller Price |
No | Direct Seller Price less GST (GST will be deducted from Direct Seller Price) | |||
Received in damage condition | Saleable/Non-Saleable | 10 days | Yes | Direct Seller Price |
No | Direct Seller Price less GST (GST will be deducted from Direct Seller Price) | |||
Not completely satisfied with product quality | Saleable/Non-Saleable | 30 days | Yes | Direct Seller Price |
No | Direct Seller Price less GST (GST will be deducted from Direct Seller Price) |
6. Atomy Compensation Plan & Benefits: Atomy and The Direct Seller agree to be bound by the terms and conditions as mentioned in the Atomy Compensation Plan, as amended from time to time, issued in this behalf and which is available on the Website.
7. Bank details & payments: Atomy will make all payments on account of commissions, discounts, returns or refunds etc. through bank transfer in favour of the Direct Seller only as per the details provided in the website or as may be updated by the Direct Seller in writing from time to time in the requisite application form. The bank account must be opened and operated in full compliance with Indian law, including with respect to applicable foreign exchange laws wherever applicable.
8. Termination Clause:
Atomy reserves the right to terminate contract with 30 days’ notice, where it is determent by Atomy that no purchase of goods or
services has taken place for a period of one year since the contract was entered into or since the date of last purchase made by
Direct Seller and incase of any violations of Atomy’s Code of Ethics and Principles, Atomy Compensation Plan, Atomy Policies and
Procedures and any other non-compliance.
The Direct Seller may without assigning any reason, after giving written notice to Atomy terminate this Contract with immediate effect
and this contract would be terminated automatically. A Direct Seller shall not be entitled to purchase Atomy’s products or services upon serving the notice.
Atomy and The Direct Seller agree to be bound by the terms and conditions as mentioned in Atomy’s Code of Ethics and Principles,
as amended from time to time, issued in this behalf and which is available on the Website.
9. Grievance Redressal Mechanism: Atomy has in place an effective Grievance Redressal Mechanism. Atomy and The Direct Seller agree to be bound by Atomy's Policies and Procedures as well as the Complaint Redressal Policy, in particular, as amended from time to time, issued in this behalf and which is available on the Website.
10. Dispute Resolution Mechanism: Atomy and Direct Seller shall endeavor to settle any dispute or difference arising out of or in connection with the Direct Seller agreement through mutual discussions within 30 days of such dispute arising. The Direct Seller agrees that in the event it is not satisfied by any decision of Atomy or in the event that any issue raised by the Direct Seller has remained unresolved for a period of more than two months, and / or during the subsistence of this Agreement or upon or after its termination, any issue or dispute that the Direct Seller may have regarding the interpretation or operation of the clauses of this arrangement or any issues arising there from shall be referred to Grievance Redressal Committee set up by Atomy. Any dispute, difference or claim remaining unresolved post reference to the Grievance Redressal committee discussions shall be submitted to binding arbitration under the provisions of the Indian Arbitration and Conciliation Act, 1996. The venue of such arbitration shall be at New Delhi and the award of the Arbitrator shall be final and binding on all Parties. Subject to the above, courts at New Delhi shall alone have jurisdiction in relation to the Direct Seller Contract and matters connected here to.
11. Data Privacy:
Direct Sellers and Atomy
a) shall take appropriate steps to ensure the protection of all private information provided by a consumer;
b) shall be guided by the provisions of the Consumer Protection Act 1986, Information Technology Act 2000 and such other applicable laws in force.
c) agree to be bound by Atomy's Code of Ethics and Principles, as amended from time to time, issued in this behalf and which is available on the Website.
d) agree to bound by Privacy Policy, as amended from time to time, issued in this behalf and which is available on the Website.
12. Relationship/Independent Contractor:
The Direct Seller hereby confirms that he/she has entered into this Direct Seller agreement as an independent Direct Seller. Nothing in the Direct Seller agreement shall establish either employment relationship or any other labour relationship between the Parties or a right for the Direct Seller to act as a procurer, broker, commercial agent, contracting representative or other representative of Atomy. When purchasing and selling Atomy Products, the Direct Seller shall operate as an independent, acting in his/her own name, at his/her own responsibility.
The Direct Seller has not express or implied right or authority to assume or to undertake any obligation in respect of or on behalf of or in the name of Atomy or to bind Atomy in any manner. In case, the Direct Seller, its employees, associates or agents hold out as employees, agents, or legal representatives of Atomy, Atomy shall demand to pay cost of any/all loss, cost, damage including consequential loss, suffered by the Atomy on this account.
13. Pyramid & Money Circulation Scheme:
Atomy does not promote a Pyramid Scheme or Money Circulation Scheme. The Direct Seller shall satisfy himself of the same by going through the contents of this Agreement, Atomy's Code of Ethics and Principles, Atomy Compensation Plan, Policies and Procedures as amended from time to time, which are available on the Website.
The Direct Seller and Atomy agree to be bound by Atomy's Code of Ethics and Principles, Atomy Compensation Plan, Policies and Procedures, as amended from time to time, issued in this behalf and which are available on the Website.
Prohibition of Pyramid Scheme & Money Circulation Scheme
a) No person or entity shall promote a Pyramid Scheme, as defined in this Agreement or enrol any person to such scheme or participate in such arrangement in any manner whatsoever in the garb of doing Direct Selling business.
b) No person or entity will participate in Money Circulation Scheme, as defined in this Agreement in the garb of Direct Selling of Business Opportunities.
14. Governing Laws & Regulations:
a) This Agreement shall be governed by the Indian Contract 1872, The consumer Protection Act, 1986, 'Advisory to state Governments, Union territories on Model Guideline on Direct selling' issued by the Department of consumer Affairs, Ministry of Consumer Affairs, Food & Public Distribution, Government of India dated 09th Sep 2016.
b) F.No. 21/18/2014-IT(Vol-lI), Laws, Rules, regulation and Direction issued by the Central and State Government of India and any proceedings arising out of this Agreement shall be initiated in the appropriate Indian court. That the parties hereby agree that nothing contained herein shall prejudice the right of Atomy to appoint another Direct Seller in the same territory if found necessary.
c) The Direct Seller 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. The Agreement is civil in nature and hence it is to be governed and construed in accordance with the Indian Contract Act, 1872, the Code of Civil Procedure and other applicable laws of India.
15. Severability:
a) Each provision hereof shall be interpreted and construed to constitute separate Agreement. If any provision in this Agreement shall be declared invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of remaining provisions contained herein shall not in any way be affected or impaired, and in such case the Parties hereto oblige themselves to reach the purpose of the invalid provision by a new, valid and legal stipulation.
b) In case any provision of this Agreement is held, by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.
16. Force Majeure: If any Party to this Agreement is unable to meet its obligations under this Agreement as a result of flood, earthquake, storm, other acts of God, including fire, derailment, lockout, explosion, war, insurrection, riot, embargo, terrorist activity, act of government or governmental agency or other similar cause beyond the reasonable control ("Force Majeure") of the Parties, such Party will be excused from performing its obligations for the duration of the Force Majeure. If the duration of Force Majeure exceeds thirty (30) days, either Party may be entitled to terminate this Agreement upon prior written notice to the other Party.
17. Intellectual Property:
• Meaning of Intellectual Property:
Intellectual Property means all copyright, trade mark rights, logo, patent rights, design rights or any other Intellectual Property Rights subsisting in or created during the development of the products, Atomy website, Atomy business, and the Trade Marks and any advertising and promotional materials provided to the Website user including software, Confidential Information, source and object codes, scripts, records, documents, advertising and promotional materials, media content, specifications, plans, program listings, calculations, drawings, technology, business names, commercial symbols, processes, developments, licenses, trade secrets, techniques, specifications, patterns, drawings, formulae, technical information, research data, concepts, methods, procedures, reports, recommendations and any other knowledge of any nature whatsoever including patents, copyrights, trademarks, trade names, design and any amendments/modifications, renewals thereto and all Confidential Information necessary for, or which may be used in connection with the administration, operation and marketing of the Atomy products and services
• The Direct Seller agrees that all rights in and relating to the Intellectual Property are and remain the property or under the control of Atomy and that such user does not acquire any right, title or interest in any of the Intellectual Property. This shall distinguish Atomy products and services from those of other companies.
Prior consent and authorized use –
o No Direct Seller is allowed to use the trademark without prior permission of Atomy. Atomy will take appropriate legal action against any persons using its trade name, trademarks, designs, and symbols without its permission and will, if necessary, follow with appropriate court action for failure to comply with an injunction or other legal actions that may be initiated by Atomy.
o To protect Atomy’s rights, a Direct Seller may not obtain, through filing for a patent, trademark, Internet domain name, or copyright, any right, title, or interest in or to Atomy’s names, trademarks, logos, or trade names and those of Atomy’s Products.
o The Direct Seller gives his/her explicit consent that license to use Atomy’s trademark, trade name, logos shall be granted to him/her/it on a non-exclusive basis.
o Direct Sellers shall be liable to Atomy for damages that may arise out of the misuse of Atomy’s intellectual property rights except to the extent specifically permitted by Atomy.
• The Direct Seller hereby acknowledges and agrees to present Atomy products in a truthful and sincere manner and shall keep Atomy unharmed from damages resulting from misrepresentations.
• The Direct Seller shall protect Atomy trademarks and trade name and obtain Atomy’s written permission prior to use in any advertising (including but not limited to, the internet, literatures other than Company-published, logos, pictures, and other promotional materials.
• Direct Seller understands that display or sale of Atomy products in public, retail or service establishments of any kind is inconsistent with the terms of this Agreement.
The Direct Seller must:
i. not register or seek to register any of the Intellectual Property without the prior written consent of Atomy;
ii. not cause any of the Intellectual Property to be prejudicially affected or contested;
iii. not use the Intellectual Property without the prior express written authority of Atomy & in terms of the Agreement between the Direct Seller & Atomy;
iv. not make any alterations to the Intellectual Property;
v. not use the Atomy brand name or any derivative of the words comprising the Atomy brand name, in the Direct Seller’s business, or personal domain names;
vi. stop using the Intellectual Property upon the termination of this Agreement or Distributorship or at the immediate request of Atomy;
vii. not modify the design, appearance and attributed of any products or services, packaging, promotion or marketing materials;
viii. not register or attempt to register a business name or company name that contains the word “Atomy” or any combination of words that indicates a connection with or is similar to Atomy.
ix. not consent or oppose or assist any other person to contest or oppose any application for registration of the Intellectual Property as trademarks or as business or company names.
x. not reproduce, in whole or in part, any printed material or audio or visual recordings that have been produced by Atomy unless given prior written authorization to do so by Atomy. These materials form part of the Intellectual Property whether registered or unregistered and are considered proprietary to Atomy.
This clause is to be read in conjunction with the Website Terms of Use.
18. Confidentiality Atomy provides Direct Sellers access and viewing of their group information through MY OFFICE on Atomy Website. The reports generated through MY OFFICE contains commission reports; Lineage report; Atomy Direct Seller Numbers; contained in the Atomy database, in any form, including, but not limited to, hard copies, electronic or digital media (collectively the “Reports”) are the confidential and proprietary property of Atomy. Atomy has derived, compiled, configured, and currently maintains the Reports by investing considerable time, effort, monetary resources, human and physical resources. Reports, in present and future forms and as amended from time to time, constitute commercially advantageous proprietary assets and trade secrets of Atomy, which each Direct Seller shall hold confidential. A Direct Seller’s right to disclose the Reports and information contained therein and other Direct Seller information maintained by Atomy is expressly reserved by Atomy and may be denied at Atomy‘s discretion.
All such information (whether in electronic, oral or written form) is proprietary to and owned by Atomy, and is transmitted or available to Direct Seller in strict confidence. Each Direct Seller agrees that he/she will not disclose any such confidential or proprietary information to any third party, directly or indirectly, or use the information to compete with Atomy or for any other purpose except as expressly authorized by the Agreement. This information is to be used only for the promotion of the Atomy program in accordance with the Agreement. Direct Seller and Atomy agree that without this Agreement of confidentiality and non-disclosure, Atomy would not provide the information or make it accessible to Direct Seller. This provision shall survive the termination or expiration of the Direct Seller agreement.
This clause is to be read in conjunction with clause on intellectual property mentioned in the Website terms of use.
For the purpose of this Agreement, the term “Confidential Information” shall include any information or data of a scientific, technical, commercial or financial nature disclosed by Atomy, or which is obtained by Direct Seller from Atomy whether in writing, pictorially, in machine readable form, on disc, mail or orally, or by any other means/modes of disclosure and including without limitation any information contained in any written or printed document, hardware, firmware and software, Website, information related to technology and business activities (including, but not limited to, communication systems, business outlooks, revenue, pricing, trade secrets), computer programs, software (including, without limitation, code, software output, screen displays, file hierarchies and user interfaces), formulas, data, inventions, techniques, technology, know-how, processes, ideas, (whether patentable or not), schematics, specifications, drawings, product designs, product plans, pricing, services, strategies, third party confidential information, and corporate and personnel statistics, customer lists (potential or actual) and other customer-related information, supplier information, sales statistics, market intelligence, marketing, business working , operations, parent, subsidiaries, affiliates downline report provided or accessible to a Direct Seller, manufacturer information, Commission or sales reports, Product formulas, other financial and business information of Atomy and other business strategies and other commercial information of confidential nature or such information that by its inherent nature is confidential or proprietary.
19. Service of Notices
Any notice required to be served by either Party to the other under this Agreement shall be deemed
to be duly served if in the case of Atomy, it is delivered by hand or registered post at the following
Address:
Atomy Enterprise India Pvt. Ltd.
801,802, 8th floor, Magnum Towers 2,
Opp. To HDFC bank, Sector 58, Golf Course Extension Road,
Gurugram 122 011 Haryana, India
And in the case of Direct Seller, if the notice is delivered by hand or sent by registered post at the
address available in the database of Atomy as updated from time to time based upon the
request from Direct Seller issued in this behalf to Atomy.
20. Non-Assignability
The Direct Seller hereby accepts and acknowledges that the Agreement has been entered into on a personal basis.
This Direct Selling agreement, any right, interest, obligation arising out of this Agreement, cannot be assigned or transferred by the Direct Seller.
Except as specifically mentioned Atomy's Code of Ethics and Principles (as amended from time to time), the Direct Seller acknowledge(s) that Atomy will deal exclusively with him/her/it in respect of all Atomy Business matters, and also pay commissions and/or any other incentives to and in the name of the Direct Seller whose details are available in the data base of Atomy.
21. Miscellaneous:
a) Provision of this Agreement, Atomy's Code of Ethics and Principles, Atomy Compensation Plan, Policies and Procedures as amended from time to time shall apply to and bind Atomy and the Direct Seller
b) This Agreement and Atomy's Code of Ethics and Principles, Atomy Compensation Plan, Policies and Procedures as amended from time to time constitute the entire Agreement between Atomy and the Direct Seller, relating to the subject matter hereof which forms an integral part hereof