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Terms & Conditions

These Terms and Conditions are to be read together with the Modicare Advisor Application Form (the “Application”). They become binding if and when Modicare Limited (Modicare), in its sole discretion, accepts the Application pursuant to Clause 2 here in and as per the Code of Ethics for Modicare Advisors (the “Code of Ethics”).

1. Definitions:

(a) Cooling Off Period: shall, subject to Clause 9, means a period of 30 days from the date of acceptance of this Modicare Advisor Application by Modicare within which period, any new Modicare Advisor shall be entitled to terminate this Contract without penalty and be entitled to full refund of price of products or materials purchased from Modicare upon return of such products or materials in saleable condition.

(b) Modicare Advisor : shall mean a person appointed by Modicare on a principal-to- principal basis through this contract to undertake sale, distribution and marketing of Modicare Products and services. A Modicare Advisor may introduce or sponsor prospects and support them to build their direct selling business of Modicare goods & services.

i. Modicare Advisor Application Form;

ii. These Terms and Conditions forming part of the Modicare Advisor Application Form.;

iii. Samir Modi infinity Plan;

iv. The Code of Ethics for Modicare Advisor; and

v. Love It Guarantee;

as amended from time to time. Modicare may notify any such amendments through notice on its website or SMS or through other Modicare digital channels.

(d) Saleable: shall mean marketable, unused, not expired, not seasonal, discontinued or special promotional products and/services.

(e) Territory: shall mean the Republic of India.

(f) Effective Date: shall mean the date of submission of the duly filled Modicare Advisor Application Form, subject to Approval by Modicare.

2. Advisorship/Direct Selling: Modicare appoints, as of the Effective Date, the individual(s) identified in the above Modicare Advisor Application Form, or if applicable, the legal entity listed therein (the “Entity”), as a Modicare Advisor of Modicare Products and services, and the Applicant(s) (here in after individually or collectively referred to as the “Modicare Advisor or Advisor”) agree(s) to such appointment. As of the Effective Date and upon receipt of ordering information and completion of any required formalities, the Advisor may, on a non-exclusive basis, within the Territory as may be communicated by Modicare, and otherwise in accordance with this Contract, purchase Modicare Products from Modicare in order to sell, distribute and market the same.

3. Duration: This contract shall remain valid and continue to remain in full force unless terminated earlier by either Party with or without cause as given herein below in Clause 9.

4. No Employment Relationship: The Advisor hereby confirms that he/she/they, has or have entered into this Contract as an independent contractor. Nothing in this Contract shall establish either an employment relationship or any other labour relationship between the parties or a right for the Advisor to act as a procurer, broker, commercial agent, contracting representative or other representative of Modicare. When purchasing and selling Modicare Products, the Advisor shall operate as an independent vendor, acting in his/her/their own name, at his/her/their own responsibility and for his/her/their own account.

5. No Assignment: This Contract is intuitu personae entered into on a personal basis, and neither this Contract nor any of the rights or obligations of the Advisor arising here under may be assigned or transferred without the prior written consent of Modicare.

6. Representative(s): The Co-Applicant/Authorized Representative(s) acknowledge(s) that Modicare will deal exclusively with the Primary Applicant/First Authorized Representative in respect of all Modicare business matters, and also pay commissions and/or any other incentives to and in the name of the Primary Applicant/Entity only.

7. Payments and Bank Accounts: Modicare will make all payments on account of commissions, discounts, returns or refunds etc. through bank transfer in favour of the Primary Applicant/Entity only as per the details provided in the Modicare Advisor Application or as may be updated by the Primary Applicant/Entity in writing from time to time. The bank account must be opened and operated in full compliance with Indian laws, including with respect to applicable foreign exchange laws.

8. Obligations of Modicare Advisors:

(a) The Advisor shall not sell any Modicare Product for a price exceeding the Maximum Retail Price mentioned on the labels of the Modicare Products.

(b) The Advisor shall, throughout the validity of this Contract, strictly adhere to all applicable laws, regulations and other legal obligations that affect the operation of his/her/their business. The Advisor shall be responsible for obtaining any applicable registration, license, approval or authorization, to carry out the business as Advisor, copy of which shall be provided to Modicare upon request.

i. always carry their identity card and not visit the consumer’s premises without prior appointment / approval;

ii. truthfully and clearly identify themselves and state the purpose of solicitation to the prospective consumer and state the identity of Modicare, provide complete explanation and demonstration as well as description of the nature of 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.;

iii. provide a bill and receipt to the consumer for orders placed;

iv. subject to applicable legal requirements, maintain proper books of accounts in prescribed forms;

(d) Modicare Advisors shall not:

i. use misleading, deceptive or unfair trade practices for sale or recruitment of prospective Advisors;

ii. require or encourage other Advisors to purchase Modicare Products or services in unreasonably large quantities.

iii. provide any literature and/or training material, not restricted to collateral issued by Modicare, to a prospective and/or existing Advisors which have not been approved by Modicare;

iv. require prospective or existing Advisors to purchase any literature or training material or sales demonstration equipment.

v. strictly adhere to, inter alia, the Code of Ethics.

9. Termination of the Modicare Advisor Contract: The Advisor may, without assigning any reason, after giving written notice to Modicare, terminate this Contract with immediate effect and this contract would be terminated automatically. An Advisor shall not be entitled to purchase Modicare Products or services upon serving the notice. In addition to the above:

(a) Modicare may terminate this Contract forthwith in case:

i. the Advisor violates the provisions of the Code of Ethics;

ii. for reasons of non-performance of sales of Modicare Products and services as per the Code of ethics from time to time, if any;

iii. for the breach of any provision hereof including but not limited to non-compliance to Zero Tolerance Policy as defined in the Code of Ethics;

iv. for the breach of any applicable law including Food Laws, Legal Metrology, Direct Selling guidelines/laws/rules etc., published by the Government of India or any State Government, as amended from time to time;

v. due to misrepresentation by the Advisor to any consumer or prospective Advisor; or

vi. due to legal, regulatory or other developments that require material operational changes within the Territory, in which case Modicare may, if regulatory conditions allow, endeavour to restructure the contractual relationship with the Advisor on such terms and conditions as are then practical and legally permissible. Modicare may from time to time, amend any of the documents comprising this Contract through notice on its website, or, SMS or through other Modicare Digital channels. If the Advisor does not agree to be bound by such amendment(s), he/she/they may terminate this Contract with immediate effect by giving a written notice to Modicare. Otherwise, the Advisor's continued relationship with Modicare constitutes an affirmative acknowledgment by the Advisor of the amendment(s), and his/her/their agreement to be bound by the same.

10. Severability: If any provision of these Terms and Conditions is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. Governing Law: This Contract 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.

12. Dispute Settlement: The parties shall endeavour to settle any dispute or difference arising out of or in connection with this Contract through mutual discussions within 30 days of such dispute arising. The Advisor agrees that in the event it is not satisfied by any decision of Modicare, or in the event that any issue raised by the Advisor 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 Advisor 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 Modicare. 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, as amended from time to time. 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 this Contract and matters connected here to.

13. Limitation on Liability: Modicare’s liability, whether in contract, or otherwise, arising out of or in connection with this Contract shall not exceed the less of:

(a) actual damages or loss assessed by the arbitrator, or any other dispute resolution mechanism adopted by the Parties, or;

(b) the total undisputed commission/incentives earned by the Advisor preceding the date of the dispute.

Terms & Conditions

The following Terms and Conditions form part of the Preferred Customer Application (the ‘Application’) and together with the Application constitute the Preferred Customer Agreement (the ‘Agreement’). The Agreement shall come into force upon acceptance of the Application by Modicare on the date of such acceptance (‘Effective Date’).

1. Ordering: The Preferred Customer may place orders for Modicare products or services upon coming into force of the Agreement.

2. Duration: This Agreement shall remain valid unless terminated in writing by the Preferred Customer or Modicare.

3. Loyalty Program: The Preferred Customer shall automatically be enrolled in the Loyalty Program (the “Program”), the Terms and Conditions of which are incorporated herein by way of reference and are available at www.Modicare.com.

4. Amendment of the Agreement by Modicare: Modicare may from time to time amend the Agreement, inclusive of the Program, through notice on its website. If the Preferred Customer does not agree to be bound by such amendment(s), he/she may terminate the Agreement in accordance with Clause 5 hereof. Otherwise, the Preferred Customer's continued relationship with Modicare constitutes an affirmative acknowledgment by him/her of the amendment(s), and his/her agreement to be bound by the same.

5. Termination: Either party may terminate this agreement by giving 15 days’ written notice to the other. The Agreement shall terminate automatically, with immediate effect, in the event that the Preferred Customer is appointed or re-appointed as a Modicare Advisor. Modicare may terminate this Agreement forthwith for cause or due to legal or regulatory requirements by giving a written notice to the Preferred Customer.

6. Login and Password: The Preferred Customer agrees that he/she shall not disclose, lend, divulge or otherwise permit any other party to use his/her login ID or password for any purpose whatsoever, including, but not limited to, the purchase of Modicare products from Modicare.

7. Servicing Modicare Advisor: The Preferred Customer agrees that a servicing Modicare Advisor, if not indicated on the Application, will be assigned to him/her. The Preferred Customer hereby consents to permit the servicing Modicare Advisor to contact him/her in relation to products offered by Modicare, including notifications of promotions, and to the transfer of his/her data/personal data to the servicing Modicare Advisor in accordance with the Privacy Policy. The servicing Modicare Advisor will be available to assist the Preferred Customer with Product information, purchases, refunds or complaints.

8. Electronic Communication: The Preferred Customer authorizes Modicare and its affiliates to communicate with them through electronic mail, mobile number or by posts at residential/business address provided in their Application including email, SMS, post, or WhatsApp that may include offers or promotions for the sale and purchase of Modicare products, sales aids, or services.

8.1. Data Privacy: By filing this Application Form, the Preferred Customer hereby understands and agrees that for the purpose of carrying out its services, Modicare may need to be provided with personal data including personally identifiable data and sensitive personal data in an electronic form. The data shared by the Preferred Customer may be stored, shared or processed for referencing, analyzing, sales or promotional purposes in accordance with applicable laws of India.

9. Conditions of Sale:

9.1. Ordering and Invoices: The supply of products by Modicare under an invoice shall be subject to the following provisions:

(a) Weights, measures and statements as to quantity, quality, date of manufacture and other descriptive data as contained on the packing shall be presumed to be correct.

(b) The Preferred Customer shall have legal title to the Products when they are handed over to the Preferred Customer or the Carrier, as the case may be.

(c) The Preferred Customer must verify conformity of the Products with the order before accepting delivery.

(d) Prices are inclusive of all taxes as on the date of sale.

(e) Modicare is not liable for delays or non-delivery of Products by the carrier due to Force Majeure or other circumstances beyond its reasonable control, or any direct or indirect loss or damages arising therefrom.

(f) Each lot/instalment of Products delivered under an invoice shall deemed to be sold under a separate contract.

9.2. Self-Consumption : The Preferred Customer agrees that he/she shall use the Products purchased from Modicare for his/her self-consumption only and shall neither resell the Products nor use the same for any commercial purpose.

9.3. Returns : Returns and refunds are subject to the Love It Guarantee available in the Modicare website at www.modicare.com.

9.4. No Assignment : Neither this Agreement nor any of the rights or obligations of the Preferred Customer arising hereunder may be assigned or transferred without the prior written consent of Modicare.

9.5. Severability : If any provision of these Terms and Conditions is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.6. Governing Law : This Agreement and all questions of its interpretation shall be governed by and construed in accordance with the laws of India.

9.7. Jurisdiction : This Agreement and all transactions between Modicare and the Preferred Customer hereunder are subject to the exclusive jurisdiction of the Courts at Delhi.