Vedgarbh Wellness Private Limited
CIN-U47912CT2024PTC016095
DURGA MANDIR ROAD, KADAMBARI NAGAR, DURG-CG-491001
Web Site-www.vedgarbhwellness.com Email- vedgarbhwellness@gmail.com Mobile No-9406240618
INDEPENDENT DISTRIBUTOR CONTRACT AGREEMENT
This agreement is agreed and accepted electronically & online by and between the executing parties
(Hereinafter mentioned and referred to as Independent Distributor and the Direct Selling Entity
which expressions shall mean and include their respective legal heirs, assigns, successors,
administrators and undertakers).
Be known that this Contract agreement is executed and entered into in accordance with the
provisions of India Contract Act and Consumer Protection (Direct Selling) Rules, 2021 (Hereinafter
referred to as the Rules)
Whereas the Independent Distributor has voluntarily out of his / her own accord, sweet will and
without any coercion whatsoever, mental or physical, offered to join the Direct Selling Network
Business of the Direct Selling entity named M/s Vedgarbh Wellness Private Limited (Registered
under the Companies Act, 2013) having Registered Office-Durga Mandir Road, Near Anganbadi
Kendra, Kadambari Nagar, Durg-CG-491001.
And whereas the Direct Selling Entity is engaged in “Direct Selling Business” which means
marketing, distribution and sale of goods or providing of services through a network of Direct Seller
as per its prescribed Vedgarbh Wellness Business Plan (Which may be read as part and parcel of
this agreement as the same is not being reproduced here for the sake of brevity) not falling under the
pyramid or Money circulation scheme.
And whereas the Independent Distributor, named below along with his / her KYC particulars
therein has, after being explained all the provisions ofthe said Vedgarbh Wellness Business Plan,
product details and the present E-contract Agreement in the vernacular language known to him /
her by his / her sponsor Shri / Smt.___________________ ID No. _______________, duly ascertained
and satisfied by visiting the Direct Selling entity’s website www.vedgarbhwellness.com, has
voluntarily offered to join the Business of the Direct Selling Entity and resolved to enter into this Econtract
agreement, hence this deed.
NOW THEREFORE THIS DEED COVENATS AS UNDER:
1. The Direct Selling entity hereby covenants that it is fully compliant to the Consumer
Protection Act, 2019, Consumer Protection (Direct Selling) Rules, 2021, Legal Metrology Act,
2009, E-commerce Rules, 2020 and all other Rules and laws applicable to an Indian Direct
Selling Entity.
2. The Direct Selling entity assures and the Independent Distributor Agrees:
a. That this E-contract agreement has no provision that an Independent Distributor will
receive remuneration or incentive for the recruitment / enrolment only of new
participants.
b. That it does not require a participant to purchase goods or services for an amount that
exceeds the amount for which such goods or services can be expected to be sold or
resold to consumers.
c. That it does not require a participant to pay any entry / registration fee / subscription
fee, cost of sales demonstration equipment and materials or other fees relating to
participation in the Direct Selling entity’s Direct Selling Business.
d. That it has ascertained from the Vedgarbh Wellness Business Plan provided by the
Direct Selling Entity (The same maybe read as part and parcel of this E-contract
Agreement as the same is not being reproduced here for the sake of brevity), the
stipulated amount of any or all types of Incentives, rewards, etc. including financial and
non-financial benefits payable to the Independent Distributor are calculated only and
only on the basis of effective sale, marketing and distribution of products and in no
way on the basis of recruiting / sponsoring / introducing another Independent
Distributor.
3. Cooling Off Policy: That the Direct Selling Entity allows or provides to the Independent
Distributor herein a reasonable cooling off period in accordance with clause 3 (b) of the Rules,
of the said Rules undertake to provide a newly registered Independent Distributor a cooling
off period of 30 days effective from the date of signing and execution of the contract
agreement by him / her while registering as Independent Distributor with us wherein the said
Independent Distributor can cancel the contract agreement without resulting in any breach of
contract or levy of penalty.
4. Buyback Policy:
1. If the product is in marketable* condition and is returned within 30 days of receipt of
goods accompanied by the original invoice.
2. If the product is in Unmarketable condition and is returned within 30 days of receipt of
goods, no refund will be given.
*Marketable refers to products that are unused, sealed, and undamaged, not expired, not
seasonal, discontinued, or special promotional products / services.
5. That the Independent Distributor herein agrees that the Direct Selling Entity has established a
“Grievance Redressal Mechanism” for consumers and Independent Distributors to redress
their grievances and complaints, annexed herewith which may be read as part and parcel of
these covenants as the same is not being reproduced here for the sake of brevity.
6. The Direct Selling Entity herein does not require, invite, or solicit a Prospect or a would-be
Independent Distributor to invest money in any form whatsoever to participate in its Direct
Selling business. The Independent Distributor shall however be required to bear the cost of
products purchased by him / her and does not include any provision that the Independent
Distributor herein will receive compensation for the recruitment of other participants to
participate. That he / she will receive compensation derived only and only from the sale,
marketing, and distribution of products, in accordance with the Vedgarbh Wellness Business
Plan provided and prescribed by the Direct Selling Entity, to which the Independent
Distributor hereby agrees to whole of this covenant in letter and spirit.
7. That the Direct Selling entity will provide all support to the Independent Distributor in
delivery of the products through Franchisee / Pick-up Centers / Available Courier /
Transport or any other Logistics Service for maintaining effective support system.
8. That by accepting the Offer of the Independent Distributor herein the Direct Selling entity
requires him / her to do and complete the following steps. An Individual / Firm / Entity
eligible to enter into a contract as per the provisions of the India Contact Act, 1872 and wish to
become an Independent Distributor of the Direct Selling business of the entity herein, can
apply to become an Independent Distributor for marketing and selling of Direct Selling
entity’s product on pan India basis, in prescribed form through online method.
a. Fill the application form online and upload scanned KYC documents.
b. Accept the terms and condition of this E-contract agreement by clicking on “I AGREE”
button below.
c. On the completion of the above process, the Independent Distributor can take a
printout of this agreement.
d. Upon the execution of this agreement and after the verification of all the KYC
documents uploaded through the above process, the applicant shall be accepted as an
Independent Distributor of the Direct Selling entity’s business and a Unique
Identification number and password shall be allotted to the applicant, to allow him /
her to log on to access his / her own personal account maintained by the company on
its website.
e. That the Independent Distributor shall submit the following self-attested documents in
hard copy to the Direct Selling entity within 30 days from the date of execution of this
Agreement (Including the acceptance of terms of this agreement) already accepted and
agreed upon by clicking on “IAGREE” button at the bottom of these presents
(agreement).
f. That the Direct Selling entity upon scrutiny and verification of the Application and
KYC particulars may re-consider its decision and reject application of the Independent
Distributor herein, to which the Independent Distributor hereby agrees. The Direct
Selling entity shall have sole discretion and shall be at liberty to reject his / her Direct
Selling unique ID number, if the KYC and other documents in hard copy are found
unsatisfactory, mollified. Forged or not conforming to Government guidelines
prescribed for this purpose.
g. That the KYC shall include but not limited to verified proof ofaddress, proof of identity,
and PAN as per the provisions of the Income Tax Act, 1961, as follows, duly issued by
the Government of India or a State / UT government.
1. Aadhaar Card
2. Voter ID Card
3. Passport
4. Ration card
5. Any other identity document issued by the State / UT or central government
which can be verified online.
6. Additional Documents required for Applicant in case of a company or firm:
1. Registration Certificate, MOA & AOA, or Partnership Deed, as the case
may be;
2. PAN, GSTIN, FSSAI (wherever applicable)
3. List of Directors / Partners of the applicant entity
4. Board Resolution / Authorization in favor of the Director / Partner
signing and executing this E-Contract agreement and Application.
9. The Independent Distributor herein declares that he / she / they has / have not been declared
a bankrupt by a competent court of law as provided under clause (3) of section 79 of the
Insolvency and Bankruptcy Code, 2016 and that he / she is neither of unsound mind nor
convicted by any court of law in preceding five years” of the date of joining the Direct Selling
entity’s business herein.
10. The Independent Distributor herein agrees that he / she shall take appropriate steps to ensure
the protection of all sensitive personal information provided by the consumer with the
applicable laws for the time being in force and ensure adequate safeguards to prevent access
to, or misuse of, data by unauthorized persons.
11. The Independent Distributor herein agrees that he / she shall not visit a consumer’s premises
without identity card and prior appointment or approval.
12. Scope of the Work:
a. That the Independent Distributor shall market, distribute, and sell the products of the
Direct Selling Entity using word of mouth publicity, display and demonstration of the
products, distribution of pamphlets, and door to door selling to consumers and
prospective Independent Distributors.
b. That the Direct Selling Entity shall be exclusive owner of the name and logo of the
Direct Selling Entity. The Independent Distributor shall not use the trademark, logo
type and design anywhere without prior written permission from the Direct Selling
entity. This permission, if given, can be withdrawn at any time by the Direct Selling
entity. Violations if any shall be termed as violation of this agreement and may result in
termination of this agreement and Independent Distributorship of the Independent
Distributor, penal actions under the prevailing IPR laws and Rules at the sole discretion
of the entity herein to which the Independent Distributor herein agrees.
c. That the Independent Distributor shall not manipulate, alter, amend, add or delete any
provisions of the Entity herein Vedgarbh Wellness Business Plan, pricing of products,
PV etc., in any way whatsoever and shall not send, transmit or otherwise communicate
any messages to anybody on behalf of the Direct Selling Entity, contrary to entity’s
policies, principal, instructions and prescriptions without prior written authorization
and permission for the same by the Direct Selling entity.
d. That the Independent Distributor will get specified percentage / points-based
Incentives pertaining to the sales for selling the Direct Selling Entity’s products under
this E-contract Agreement.
e. That the Direct Selling entity hereby covenants that it shall provide to the Independent
Distributor with complete instruction book(s), catalogues, pamphlets for promoting
sales, marketing and distribution and shall provide mandatory orientation training.
f. That the Direct Selling entity shall issue photo identity cards to Independent
Distributor. This photo identity card shall be returned by the Independent Distributor
to the Direct Selling entity at the expiry / termination / revocation of this agreement
and / or shall be destroyed but shall not be misused in any way or form whatsoever.
The identity card shall contain the Name & Unique ID number (FSSAI Number, if
applicable) of the Independent Distributor.
g. The Independent Distributor will not be authorized to collect any type of cash / cheque
/ demand draft in his own name, on behalf of the Direct Selling Entity. All cheques /
demand drafts etc. should be drawn in the name of the Direct Selling entity only and
the same should be deposited with the Direct Selling entity’s office or other offices as
may be specified by the Direct Selling entity, within 24 hours of the time of receipt.
Independent Distributor shall hold the said cash collection / cheque / DD in trust for
andon behalf of the Direct Selling entity. Upon failure to deposit the said cashcollection
/ cheque / DD, Independent Distributor shall be liable to pay damages / compensation
and Mesne-profit, if any. The receipt / invoice issued by the Direct Selling entity only
would be valid documentary evidence in the hand of the consumer. It means
Independent Distributor would not be authorized to issue any receipt / invoice on
behalf of the Direct Selling entity.
h. That the Direct Selling entity may open following facilities for sale of its products:
1. Online Portal / E-commerce
2. Stores (Retail Outlets)
3. Authorized Sales Point / Pickup Center
i. That an Independent Distributor is not authorized to sell any product of the Direct
Selling entity herein one-commerce platform / marketplace, without prior written
consent, permission, or authorization of the entity herein the Independent Distributor is
also prohibited from listing, marketing, advertising, promoting, discussing, or selling
any product, or the business opportunity on any website or online forum that offers
auction as a mode of selling.
13. Sales Incentives / Commission Structure or other Benefit: The Independent Distributor shall
be eligible for the following financial incentives and / or privileges:
a. Incentives on the sales, marketing, and distribution of products and / or services by the
Independent Distributor and his / her team or network of Independent Distributors, as
per the Vedgarbh Wellness Business Plan of the entity herein, annexed herewith but
not being reproduced here for the sake of brevity.
b. Independent Distributor can Market, sell, or distribute Direct Selling entity heroin’s
Products on Pan India basis. There is no territorial restriction or limit to sell the
products.
c. He / she can always check and inspect his / her account on the Direct Selling entity’s
website by using his / her Unique ID and Password allotted to him / her by the Direct
Selling Entity.
d. That the Direct Selling entity reserves the right to restrict the list of products for a
particular area / region.
e. That price revisions, Government directives, market forces etc., may tend and force the
entity herein to change the Direct Selling entity’s Sales Incentive policy and the Direct
Selling entity’s decision in this regard will be final and binding. In all such cases, the
amendments will be notified on the Direct Selling entity’s website and such
notifications shall be binding on the Independent Distributor. However, if any
Independent Distributor does not agree to be bound by such amendment, he / she may
terminate this agreement within 30 days of such publication by giving a written notice
communicating his / her objections, if any, to the Direct Selling entity. Without
submission of the objection for modification etc., if an Independent Distributor
continues the Direct Selling business and activities of the entity herein then it will be
deemed and presumed that he / she has accepted all modifications and amendments in
the terms & conditions for future.
f. That all payments and transactions shall be valued in Indian Rupees (INR).
g. That the Direct Selling entity does not guarantee / assure / promise or offer any
facilitation fees or any amount or quantum of income whatsoever to the Independent
Distributor on account of becoming an Independent Distributor of the Direct Selling
entity.
h. That Sales Incentives to the Independent Distributor shall be subject to all statutory
deductions as applicable like TDS etc.
i. That Sales Incentive accrued and paid to the Independent Distributor is inclusive of all
taxes.
14. That the Direct Selling entity shall provide accurate and complete information to prospective
and existing Independent Distributors concerning the reasonable amount of earning
opportunity and related rights and obligations.
15. That the Direct Selling entity shall pay all dues to the Independent Distributor and make
withholdings, if any, in a commercially reasonable manner.
16. That Direct Selling entity does not require an Independent Distributor to maintain an office or
establishment in furtherance of his / her entrepreneurship and if an Independent Distributor
does so then he / she himself / herself will be responsible to bear such expenses and the
Direct Selling entity will in no way be responsible to refund or reimburse the same.
17. That Independent Distributor covenants with the Direct Selling entity that it will exclusively
engage in the sale of the Direct Selling entity’s products and shall not indulge in the sale of
similar / identical products of any other entity / brand whatsoever.
18. That Unique Identification Number will have to be quoted by the Independent Distributor in
all his / her transactions and correspondence with the Direct Selling entity. The Unique
Identification Number once allotted cannot be altered at any point of time. That no
communication wills be entertained without Unique Identification Number and password.
Independent Distributor shall preserve the Unique Identification Number and Password
properly as it is must for logging on to the website of the entity herein.
19. That the Independent Distributor shall be faithful to the Direct Selling entity and shall uphold
the integrity and decorum to the Direct Selling entity and shall maintain good relations with
other Independent Distributor and customers also.
20. That the Independent Distributor shall abide with policies, procedures, rules, and regulations
prescribed by the Direct Selling entity as well as all laws, rules, regulations, directives, and
rules issued by Government of India, a State Government, a Local body, a Court of Law, and
local administration, from time to time. An Independent Distributor will also not indulge in
any deceptive or unlawful trade practices such as Miss-selling or Unfair Trade Practices as
mentioned in clauses 3 (f, g, and i) as defined in the Rules and Clause 2(1), (18), (20) (41) to 4
(43) and (47) of the Consumer Protection Act, 2019 and if does so then he / she shall be only
and solely responsible for the consequences and perils thereof.
21. That the Independent Distributor shall be liable to produce / show / explain the Vedgarbh
Wellness Business Plan to the prospects as has been received by him / her. If the Direct
Selling entity notices that the Independent Distributor is working in a way not permitted /
authorized, then the Direct Selling entity shall have exclusive powers to terminate or bar him
/ her from the Direct Selling entity’s Direct Selling Business with or without giving a show
cause notice.
22. That the Independent Distributor cannot conduct or announce personal level Business
promotion activities by offering cash rewards, trips, valuables, etc.
23. That the Independent Distributor is personally liable for delivery of goods to its customers. He
is also liable to collect products from where it reaches last by the transporter / courier.
24. That the Independent Distributor is prohibited from mentioning / posting / telecasting any
inappropriate or defaming content about the Direct Selling entity, its products, etc. in any
social media platforms. If he / she does any act in contravention to this clause, then this
contract agreement will be deemed terminated and the Direct Selling entity reserves rights to
initiate appropriate legal action against him / her.
25. That only one Independent Distributorship code shall be issued on one PAN Card.
26. That the Independent Distributor hereby undertakes not to compel or inducer mislead any
person with any false statement / promise to purchase products from the Direct Selling entity
or to become Independent Distributor of the Direct Selling entity.
27. All statutory changes will be in force with immediate effect or as per the law prescribed.
28. Any notice or correspondences addressed and sent to the Independent Distributor’s registered
address, E-mail ID and Mobile Number mentioned in the Application Form for registration as
Independent Distributor by registered post or a Courier Service or E-mail or Whatsapp
message shall be construed as legally delivered to the addressee. However, it is advisable that
every Independent Distributor shall immediately inform the Direct Selling entity about the
change in his / her address, E-mail ID and Mobile Number failing which the Independent
Distributor ’s non-deliverance claim shall not be tenable at any cost whatsoever.
29. The term of this E-contract agreement is at will, subject to earlier termination in accordance
with this E-contract agreement or in accordance with law. If this E- Contract Agreement is
terminated for any reason whatsoever, the Independent Distributor understands that his / her
right to sell the products and receiving incentives with respect of his / her activities as an
Independent Distributor will cease immediately. Direct Selling entity reserves the right to
terminate this E-contract agreement if any condition(s) of this E-Contract Agreement are
violated by an Independent Distributor.
30. Limitation of Action: If an Independent Distributor wishes to bring any grievance to the
notice of the Direct Selling entity he can do so as per the “Grievance Redressal Mechanism”
annexed to this agreement may be read as part and parcel of this agreement as the same is not
being reproduced here for the sake of brevity.
31. Indemnification: That the Independent Distributor agrees to protect, defend, indemnify, and
hold harmless Direct Selling entity and its employees, officers, directors, agents or
representatives from and against any and all liabilities, damages, fines, penalties and costs
(including legal costs and disbursements) arising from or relating to:
a. Any breach of any statute, regulation, direction, orders, or standards notified by any
governmental body, agency, or regulator applicable to the Independent Distributor
including payment and deposit of taxes; on account of Income tax, GST, Trade tax,
Professional Tax, whenever applicable and shall obtain necessary registrations /
licenses whenever applicable and required under law.
b. Any breach of the terms and conditions of this E-contract agreement by the
Independent Distributor,
c. Any claim of any infringement of any intellectual property right or any other right of
any third party or of law by the Independent Distributor; or
d. Against all matters of embezzlement, misappropriation or misapplications of collection
/ moneys which may from time to time during the continuance of the Agreement come
into his / her / its possession / control.
32. Relationship: That the Independent Distributor understands that it is an independently
owned business entity and this Agreement does not make him / her, Direct Selling entity’s
employee, associate or agent or legal representative for any purpose whatsoever. The
Independent Distributor does not possess any 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 the Direct Selling
entity or to bind the Direct Selling entity in any manner whatsoever. In case, an Independent
Distributor violates this provision in any manner whatsoever then he / she shall be
responsible for all types of consequences be it financial, statutory, civil, or criminal.
33. Suspension, Revocation or Termination of this E-contract agreement:
a. That the Direct Selling entity reserves the right to suspend the operation of this EContract
Agreement, at any time, due to change in its own license conditions or upon
directions from the competent government authorities. In such a situation, Direct
Selling entity shall not be responsible for any damage or loss caused or arisen out of
aforesaid action.
b. That in case of violation of any of the provisions of this agreement stated here-in-before
and agreed upon by the Independent Distributor, the Direct Selling Entity may, without
prejudice to any other remedy available, issue a one month’s written notice and call
upon the Independent Distributor to explain his conduct in writing failing which or if
the explanation is found unsatisfactory and unacceptable in the ordinary course of
business, suspend / block / terminate the Independent Distributor from further
conducting the business of the Direct Selling entity.
c. That the Independent Distributor may terminate this agreement at any time by giving a
written notice of one month to the Direct Selling entity at the registered address of the
Direct Selling entity.
34. Actions pursuant to Suspension / Blocking / Termination of this E-contract agreement: That
notwithstanding any other rights and remedies provided elsewhere in the agreement, upon
termination of this agreement:
a. The Independent Distributor shall not represent the Direct Selling entity in any of its
dealings.
b. The Independent Distributor shall not intentionally or otherwise commit any act(s) as
would keep a third party to believe that the Direct Selling entity is still having Direct
Selling agreement with the Independent Distributor.
c. The Independent Distributor shall stop using the Direct Selling entity’s name, trade
mark, logo, etc., in any audio or visual form.
d. The Independent Distributor shall not promote, advertise or sell any of the VWPL products through any online platform; else for the said clause it will be treated as a punishable offence.
e. All obligations and liabilities of such Independent Distributor to the Direct Selling
entity existing on the date having accrued during the validity of this Agreement will
have to be fulfilled, met, and satisfied by the Independent Distributor in every manner
whatsoever.
35. Governing Laws and Regulations: That this Agreement shall be governed by the provisions
of the Indian Contract Act, 1872, the Consumer Protection Act, 2019, Consumer Protection
(Direct Selling) Rules, 2021 or other laws of the land.
36. Dispute Settlement: The Independent Distributor herein agrees and accepts that the remedial
action available to him / her in the event of any interpretation of any question of law, dispute
or difference arising under this agreement or in connectionthere-with (except as to the matters,
the decision to which is specifically provided under this agreement), the same shall beas
under:
a. As per the Grievance Redressal Mechanism offered by the entity herein and forming
part of this contract agreement;
b. Thereafter, the dispute if any shall be referred to National Consumer Helpline or State
consumer Helpline for effective Mediation;
c. Disputes if any shall be resolved in accordance with the provisions of the India
Arbitration and Reconciliation Act and mediation provisions of Consumer Protection
Act, 2019 OR
d. Referred to a legal forum dealing with consumer disputes having jurisdiction in the
District of DURG (CHHATTISGARH, India) ONLY.
37. Force- Majeure: That if at any time, during the continuance of this agreement, theperformance
in whole or in part, by the Direct Selling entity, of any obligation under this is prevented or
delayed, by reason of war, or hostility, acts of the public enemy, civic commotion, sabotage,
Act of State or direction from Statutory Authority, explosion, epidemic, quarantine restriction,
strikes and lockouts, fire, floods, natural calamities / Disaster or any act of God (hereinafter
referred to as event), neither party shall, by reason of such event, be entitled to terminate this
agreement, nor shall either party have any such claims for damages against the other, in
respect of such non-performance or delay in performance. Provided that the Services under
this agreement shall be resumed as soon as practicable, after such event comes to an end or
ceases to exist.
38. The Independent Distributor hereby covenants as under:
a. That he / she has clearly understood the application form, Vedgarbh Wellness
Business Plan of the Direct Selling Entity, its limitations and conditions and he / she is
not relying upon any representation or promises that are not set out in this E-contract
agreement.
b. That relation between the Direct Selling entity and the Independent Distributor and all
his / her activities here under shall be governed in addition to this agreement, by the
rules / procedures contained in the Business Plan available on website. The
Independent Distributor confirms that he / she has readout and / or has been read out
in the vernacular language known to him / her by the person named hereinabove, all
the terms & conditions thereof and agrees to be bound by them.
c. That Independent Distributor hereby declares that all the information furnished by him
/ her to the Direct Selling entity are true and correct. Direct Selling entity shall be at
sole discretion and liberty to take any action against the Independent Distributor in the
event, it is discovered that the Independent Distributor furnished any wrong / false
information to the Direct Selling entity.
d. The Independent Distributor herein very well understands that violation of this
contract agreement in any way whatsoever may result in termination of this agreement
as per procedure laid down therein.
IN TOKEN OF HIS / HER AGREEING TO AND ACCEPTING ALL PROVISIONS OF THIS
CONTRACT AGREEMENT SET HEREINABOVE, HE / SHE IS CLICKING ON THE “I AGREE”
BUTTON GIVEN HEREIN.
I AGREE & ACCEPT
