This Direct Seller Agreement (“this Agreement”) is made and executed at Pune on this _______ day of ________, 2022 (“Effective Date”).

M/S Netsurf Communications Pvt Ltd, CIN: U74110PN2000PTC142615 a company incorporated under the provisions of Companies Act 1956, having its registered office address at: Sr. No. 107 Emirus Building E 4th ,7th ,8th & Terrace Floor, Baner, Pune – 411045, Maharashtra, India, represented through its authorized signatory _________________(hereinafter referred to as “Netsurf” which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successor in interest, executors, administrators and permitted assignees);

Mr. / Ms./ Mrs. __________________________, son /daughter of ______________, Age: _______, residing at___________________________________________, PAN: _______________, AADHAR: ___________________ (hereinafter referred to as “Direct Seller” which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include his/her heirs, executors, administrators, successors-in-interest and permitted assignees).

Hereinafter, in this Agreement, Netsurf and the Direct Seller shall jointly be referred to as “the Parties” and individually as “the Party”.

1. Netsurf is a direct selling Entity engaged in the business of selling natural and herbal products (“Products”) through direct selling method and is the owner of the website namely, ‘www. Netsurfnetwork.com’ and mobile application namely ‘Netsurf Network’ (“Business”).
2. The Direct Seller has represented to Netsurf that he/she is having sufficient experience, expertise and infrastructure to act as a Direct Seller for selling the Products of Netsurf and perform other obligations as agreed vide this Agreement (hereinafter referred to as the “said Services”).
3. Relying on the representations made by Direct Seller, Netsurf has agreed to appoint the Direct Seller i.e. _______________, as its direct seller on non-exclusive basis at PAN India level
4. The Direct Seller shall promote, market and sell the Products to the Consumer(s) and to the prospective direct sellers, using appropriate methods of Direct Selling, including but not limiting to word of mouth publicity, display and / or demonstration of the Products and / or distribution of pamphlets, door to door to Consumers/prospective direct sellers and other related methods.
5. Now therefore, the Parties wish to enter into this Agreement on such terms and conditions as set forth below.

Definitions Capitalised terms as used in this Agreement shall have the meaning as indicated in this Clause 1, if not defined in this Clause 1, as assigned to such terms in the other parts of this Agreement where indicated. Any term not defined in this Agreement shall have the meaning as is commonly understood in India under applicable Law and within the spirit of this Agreement.

• 1.1 “Applicable Laws” means the laws prevalent in India, including but not limited to (a) Consumer Protection Act, 2019; (b) Consumer Protection (Direct Selling) Rules, 2021 (c) Consumer Protection (E-commerce) Rules, 2020 (d) Direct Selling Guidelines 2016 (e) Legal Metrology Act, 2009
• 1.2 “Consumer” means who buys products or services for personal (self) use and not for resale or commercial purpose and shall have the same meaning as provided under the Consumer Protection Act, 2019.
• 1.3 “Direct Selling” means marketing, distribution and sale of goods or providing of services as a part of network of directly selling to Consumers/prospective direct sellers other than under a Pyramid Scheme (as defined below). Provided that such sale of goods or services occurs otherwise than through a permanent retail location to the Consumers/prospective direct sellers, generally in their houses or at their workplace or through explanation and demonstration of such goods and services at a particular place.
• 1.4 “Saleable” shall mean, with respect to Products, unused, packed and marketable, which has not expired and which is not seasonal, discontinued or special promotion goods.
• 1.5 “Money Circulation Scheme” means any scheme, by whatever name called, for the making of quick or easy money, or for the receipt of any money or valuable thing as the consideration for a promise to pay money, on any event or contingency relative or applicable to the enrolment of members into the scheme, whether or not such money or thing is derived from the entrance money of the members of such scheme or periodical subscriptions and shall have the same meaning as the schemes defined in clause (c) of section 2 of the Prize Chits and Money Circulation Schemes (Banning) Act, 1978 (43 of 1978).
• 1.6 “Multi-Level Marketing” means a multi layered network of subscribers to a scheme by a company, which consists of subscribers enrolling one or more subscribers in order to receive any benefit, directly or indirectly, where the benefit is as a result of sale of goods or services by subscribers.
• 1.7 “Net Sales” means value of invoice after deducting Goods and Service Tax, Shipment charges and any other charges as may be prescribed by the Company.
• 1.8 “Sales Incentive” means consideration in any form being allowed and awarded by Netsurf to the Direct Seller including but not limiting to commission, bonus, gifts, profits, incentives, financial and non-financial benefit.
• 1.9 “Reference No.” means such number issued by Netsurf to the Direct Seller as token of acceptance of his application for Direct Selling of the Products.
• 1.10 “Password” means unique code allotted to each Direct Seller to allow them to log on the online platform;
• 1.11 “Pyramid Scheme” means a multi layered network of subscribers to a scheme formed of subscribers enrolling one or more subscribers in order to receive any benefit, directly or indirectly as a result of enrolment action or performance of additional subscribers to such scheme. The subscribers enrolling further subscriber(s) occupy higher position and the enrolled subscriber(s) lower position, thus with successive enrolments, then forms the multi-layered network of subscribers. Provided that the above definition of a “Pyramid Scheme” shall not apply to a company which conducts Multi-level Marketing (as defined below).
• 1.12 “Website” means website of Netsurf i.e. ‘www. Netsurfnetwork.com’ and mobile application namely ‘Netsurf Network’ which contains the ‘terms of use’, 'data privacy policy' and ‘grievance redressal policy and mechanism’ as uploaded /posted on the Website from time to time and any other relevant information about Netsurf, Products and working modules and their subsequent amendments.

• 2.1 Netsurf, hereby, grants onto Direct Seller and Direct Seller hereby accepts from Netsurf a non-exclusive right to sale the Product/s of Netsurf subject to all terms and conditions set forth in this Agreement. The Direct Seller shall provide to Netsurf all the relevant KYC related self-attested documents (Passport/Aadhar Card and PAN card) for the purposes of identity verification.
• 2.2 Every Direct Seller shall undergo various training exercises and thereafter shall appear for an online examination which shall be category based. On successfully clearing such examination the Direct Seller shall be eligible for selling of Products of those categories which he/she had cleared the examination.
• 2.3 Netsurf will verify the identification before appointing the Direct Seller. Netsurf reserves the sole right to accept or reject (without giving reasons) the appointment of the Direct Seller upon scrutiny and verification of the application to its sole satisfaction. After completion of verification Netsurf will register Direct Seller and shall allot the Direct Seller with a Reference No.
• 2.4 The Direct Seller hereby consents and confirms that no fee has been charged from him in any form by Netsurf for becoming a Direct Seller and neither has he/she been obligated to buy any Products.
• 2.5 The Direct Seller shall be registered by Netsurf on a non-exclusive basis.
• 2.6 Cooling-off Period:
• 2.6.1 The Direct Seller shall have the right to terminate this Agreement within 30 (thirty) days from the Effective Date subject to Netsurf receiving prior written intimation from the Direct Seller of his intention ("Cooling-off Period").
• 2.6.2
• 2.6.3 Further, if such Direct Seller has received any Sales Incentive from Netsurf during the Cooling-off Period then such Direct Seller shall be liable to pay back the said amount of Sales Incentive to Netsurf in the manner instructed by Netsurf along with repudiate letter, if received any.
• 2.6.4 Direct Seller hereby consents that any Sales Incentive accrued / earned during the Cooling-off Period may remain with Netsurf till the expiry of the Cooling-off Period, irrespective of the agreed payment schedule.

• 3.1 The Direct Seller shall promote, market and sell the Products directly to the Consumer(s) and to the prospective direct sellers, using appropriate methods of Direct Selling, including but not limiting to word of mouth publicity, display and / or demonstration of the Products and / or distribution of pamphlets, door to door to Consumers/prospective direct sellers and other related methods.
• 3.2 The Direct Seller shall adhere to the guidelines and instructions shared by Netsurf for promotion and marketing of the Product.
• 3.3 The Direct Seller would not be allowed to use the brand names used by Netsurf for personal use.
• 3.4 Netsurf shall issue photo identity cards to Direct Sellers with a declaration that the Direct Seller is not allowed to accept any cash / consideration for the Products, on behalf of Netsurf. This photo identity card shall be returned by the Direct Seller to Netsurf at the expiry / termination / revocation of this Agreement. The identity card shall contain the particulars of the Direct Seller including his / her Reference No.
• 3.5 Direct Seller will not be authorised to issue any receipts / invoice on behalf of Netsurf.
• 3.6 Direct Seller shall not have the authority to make any commitments whatsoever on behalf of Netsurf.

Buy back policy is applicable only to ultimate Consumers and not to Direct Sellers. The ultimate Consumer may refer to refund guidelines as mentioned on the Website or may consult the 24x7 call centre of Netsurf for assistance. The Direct Seller shall be eligible only for exchange of products, subject to condition that such products are in Saleable condition. Netsurf shall on verifying the Product and reasons for such exchange, issue new Product.

• 5.1 A Direct Seller shall have right to earn in following methods through sale of Products:

  Sr. No	Type of sale	% Retail Profit
  1	Sales to Consumer via E-commerce	10%
  2	Sales to Consumer via holding physical stock	20%

  Wherein the “% Retail. Profit” is the rate of commission that the Direct Seller shall earn. This commission shall be the percentage of the net sales (value after GST) effectuated by him/her according to the ‘Type of Sale’ stated hereinabove in this Clause. The Direct Seller shall mandatorily record all the sales effectuated by him through the methods prescribed by the Company (either through any software, online or otherwise) and shall not receive remuneration for any such sale not recorded in the prescribed manner.

• 5.2 The Direct Seller shall also be entitled to receive remuneration for management activities conducted by him/her. The remuneration for the management activities shall be given as a percentage (commission) of the Net Sales (value after GST) effectuated and directly attributable to such management activities undertaken by the Direct Seller under the following heads and rates of commission:

Sr. No	Description/head of management activity	Commission Percentage
1	Sales Commission	3%
2	Product Promotion	2%
3	Training Incentive	1%
4	Business Development	1%

The Direct Seller is entitled to commission under the abovementioned heads individually or cumulatively depending upon the management activity(ies) undertaken by him, provided that the Direct Seller maintains a record the of such activities in the manner prescribed by the Company either through any software, online or otherwise. In the event no such record is maintained the Company shall not be obligated to pay the remuneration to the Direct Seller under this Clause.

• 6.1 As mandated by the Consumer Protection (Direct Selling) Rules, 2021, the Direct Seller shall:-
• 6.1.1. at the initiation of any sale representation, truthfully and clearly identify himself, disclose the identity of Netsurf, the address of place of business, the nature of Products sold and the purpose of such solicitation to the prospect;
• 6.1.2. Pursuant to clause 5.2 of this agreement every direct seller shall in order to earn the commission complete the following task
  1. a.  In relation to sales commission – Calling/follow-up, Closing of prospective consumers by means of 1 to 1 meeting or Group Meeting or Product Seminars.
  2. b.  In relation to Product Promotion – Document a minimum of 10 hours for product related program and circulate in internal teams by means of Direct Sellers meet, Product promotional activities like product demo, field visit, Kisan Goshti, Asmita Group Meet, Etc.
  3. c.  In relation to training incentive - Document a minimum of 10 hours for product related program and guide the direct seller via product training, basic training & business training.
  4. d.  In relation to business development - Document a minimum of 10 hours for product related program and guide the direct sellers via mentoring, leadership development programs, business trainings, tools training, Etc.
  5. The abovementioned task is illustrative in nature and not an exhaustive list, the Company reserves the right to alter them as it may deem necessary.
• 6.1.3. make an offer to the prospect/Consumer providing accurate and complete information, demonstration of goods/Products and services, prices, credit terms, terms of payment, return, exchange, refund policy, return policy, terms of guarantee and after-sale service;
• 6.1.4. provide an order form to the Consumer at or prior to the time of the initial sale, which shall identify Netsurf and the Direct Seller and shall contain the name, address, registration number or enrolment number, identity proof and contact number of the Direct Seller, complete description of the Products to be supplied, the country of origin of the goods/Products, the order date, the total amount to be paid by the consumer, the time and place for inspection of the sample and delivery of goods/Products, Consumer's rights to cancel the order or to return the product in Saleable condition and avail full refund on sums paid and complete details regarding the grievance redressal mechanism of Netsurf;
• 6.1.5. obtain goods and service tax registration, Permanent Account Number registration, all applicable trade registrations and licenses and comply with the requirements of Applicable Laws, rules and regulations for sale of the Products;
• 6.1.6. ensure that actual Product delivered to the buyer matches with the description of the Product given;
• 6.1.7. take appropriate steps to ensure the protection of all sensitive personal information provided by the Consumer in accordance 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.
• 6.2 The Direct Seller shall be of minimum age of 18 years and shall conform to the provisions of Model Guidelines issued by Applicable Laws, the Ministry of Consumers Affairs, Food and Public Distribution. Provided further that Direct Seller shall not be convicted with an offence or is a person of unsound mind or declared insolvent by any competent court.
• 6.3 The Direct Seller shall have the rights to retail the Products at Maximum Retail Price (“MRP”). Further, the Direct Seller shall also be eligible to appoint new Direct Seller under himself/herself.
• 6.4 The Direct Seller agrees that Direct Seller shall be solely responsible to pay all his/her taxes on the income earned through the sale of the Products. The Direct Seller agrees to indemnify Netsurf in case of any loss/liability because of his negligence.
• 6.5 The Direct Seller shall ensure that all sales are recorded in Netsurf’s pre-owned software system installed at stock points/online Website/billing software provided by Netsurf is only responsible for the recorded sales.
• 6.6 A Direct Seller shall keep proper book of accounts stating the details of the products, price, tax and the quantity and such other details in respect of the Products sold by him/her, in such form as per applicable law.
• 6.7 The Direct Seller shall make proper canvassing for the sale of the Products in the relevant areas and for this purpose, Netsurf and sales team/group may assist the Direct Seller.
• 6.8 The Direct Seller acknowledges and agrees that Netsurf will not provide any establishment/office expenses, business running expenses etc. in relation to maintain an owned office for the Direct Seller.
• 6.9 The Direct Seller will exclusively engage in the sale of the Products and shall not indulge in the sale of similar/identical goods / services and that it shall protect and preserve the patents and trademark of the Products and other intellectual property rights of the Netsurf owned/used by Netsurf.
• 6.10 The Reference No. has to be quoted by the Direct Seller in all his transactions and correspondences with Netsurf. The Reference No. once chosen cannot be altered at any point of time.
• 6.11 No communication will be entertained without Reference No. As such, the Direct Seller shall preserve the Reference No. and Password properly as it is must for logging on to the Website.
• 6.12 Netsurf reserves its right to withhold/block/suspend the Direct Seller in the event the Direct Seller fails to provide any details as desired by Netsurf from time to time like Pan Card details, KYC, etc.
• 6.13 The Direct Seller shall be faithful to Netsurf and shall uphold the integrity and decorum of Netsurf and shall maintain good relations with other direct sellers and all the Consumers.
• 6.14 The Direct Seller shall abide by with policies, procedures, rules and regulations of Netsurf and all the applicable rules, regulations and guidelines issued by the State or Central government and process of law.
• 6.15 Netsurf reserves the right to modify the terms and conditions, products, plan, business and policies with/without giving prior notice. Such notice may be published through the Website, and any such modification/amendment shall be applicable and binding unto the Direct Seller from the date of such notice.
• 6.16 The Direct Seller shall comply with all Applicable Laws, state and central government and local governing body laws, regulations and codes that apply to the operations of Direct Selling and related to the business of Netsurf. Direct Seller must not engage in any deceptive or unlawful trade practice as defined by any Applicable Laws, central, state or local law or regulation.
• 6.17 The Direct Seller shall be liable to produce/show/explain the marketing/sales/trading plan of Netsurf to the Consumer / potential direct seller as it as he has received without modifications.
• 6.18 The Direct Seller and / or any other person is strictly prohibited to use business promotional material/Product promotion material, other than as authorised by Netsurf.
• 6.19 The Direct Seller shall promptly notify Netsurf of any Consumer's complaints regarding either the Products or Netsurf and immediately direct the Consumer to lodge the complaint through the grievance redressal mechanism of Netsurf and furnish the information regarding those complaints.
• 6.20 The Direct Seller shall not compel or induce or mislead any person with any false statement /promise to purchase products from Netsurf or to become direct seller of Netsurf.
• 6.21 The Direct Seller is prohibited from listing, marketing, advertising, promoting, discussing, or selling the Products, or the business opportunity on any website or online forum that offers like auction as a mode of selling.
• 6.22 A Direct Seller shall not:
• 6.22.1. use misleading, deceptive and / or unfair trade practices ;
• 6.22.2. use misleading, false, deceptive and / or unfair recruiting practices, including misrepresentation of actual or potential sales or earnings and advantages of Direct Selling to any prospective direct seller in their interaction with prospective direct sellers;
• 6.22.3. promote any Pyramid scheme and / or Money Circulation Scheme.
• 6.22.4. induce any person to become part of the Netsurf networking group or to purchase any products in order to avail any additional discounts;
• 6.22.5. make any factual representation to prospective direct sellers that cannot be verified or make any promise that cannot be fulfilled;
• 6.22.6. present any advantages of Direct Selling to any prospective direct seller in a false and / or a deceptive manner;
• 6.22.7. knowingly make, omit, engage or cause or permit to be made any representation relating to the Direct Selling operation, including Sales Incentive and agreement between Netsurf and the direct seller, or the Products being sold by such direct seller and / or misleading the Consumer or other direct sellers;
• 6.22.8. provide any literature and / or training material not restricted to collateral issued by Netsurf, to a prospective and / or existing direct sellers which has not been approved by Netsurf;
• 6.22.9. use Netsurf’s trademark, logotype, design and other intellectual property anywhere without prior permission from Netsurf. This permission can be withdrawn at any time by Netsurf;
• 6.22.10. sell any demonstration material;

• 7.1 Towards Direct Sellers:
• 7.1.1. Netsurf shall provide a mandatory orientation session to the Direct Seller, providing fair and accurate information on all aspect of the Direct Selling operation including but not limited to the sales incentives for newly recruited direct sellers.
• 7.1.2. Netsurf shall maintain proper records either manual or electronic of their business dealing with complete details of their Products, services terms of contract, price, income plan, details of direct sellers, including but not limited to enrolment, termination, active status, earning etc.
• 7.1.3. Netsurf shall maintain a “register of direct sellers” wherein relevant details of the Direct Seller shall be updated and maintained.
• 7.1.4. Netsurf shall maintain proper and updated Website with all relevant details of the Netsurf, contact information, its management, Products, Products information, price, complete income plan, terms of contract with Direct Seller and grievance redressal mechanism for Direct Sellers and Consumers.
• 7.2 Towards Consumers:
• 7.2.1. Netsurf shall provide information to the Consumer upon purchase which shall contain:
• 7.2.2. The name of the purchaser and seller;
• 7.2.3. The delivery date of Products;
• 7.2.4. Procedures for returning the Products;
• 7.2.5. Maximum retail price of the Products; and
• 7.2.6. Warranty of Products and exchange/ replacement of Products in case of defect. Provided that no consumer shall, in pursuance of a sale, make any claim that is not consistent with claims authorised by Netsurf.
• 7.2.7. Netsurf and Direct Seller shall take appropriate steps to ensure the protection of all private information provided by a Consumer. The Direct Seller and Netsurf shall be guided by the provision of the Consumer Protection Act, 2019.
• 7.2.8. Netsurf shall ensure that the Consumer receives an invoice for the Products purchased.

The Direct Seller hereby covenants as under:

• 8.1 That the Direct Seller has clearly understood the terms and conditions of this Agreement, printed materials, brochures, data privacy policy and Website terms of use;
• 8.2 That the Direct Seller is not relying upon any representation or promises that is not set out in this Agreement;
• 8.3 That the Direct Seller is duly authorised under the laws to which he is subject to enter into this Agreement with Netsurf;
• 8.4 That there is no legal impediment in entering the present Agreement with Netsurf and the Direct Seller is legally competent to be able to enter into and perform the terms, conditions, obligations and covenants of this Agreement;
• 8.5 That by entering into and performing the terms, conditions and covenants under this Agreement, the Direct Seller is not, and shall not be in conflict with any prior obligations to third parties;
• 8.6 That during the Agreement, the Direct Seller shall not represent, promote or otherwise try to sell any goods that, in Netsurf's judgment, compete with the Products covered by this Agreement;
• 8.7 That the Direct Seller is not bound by any obligations owed to any persons other than Netsurf which would prevent the Direct Seller from complying with the terms of this Agreement and the Direct Seller shall not use any information in breach of rights owed to or held by persons other than Netsurf;
• 8.8 That the Direct Seller has not been charged with any enrolment / joining fees for becoming a direct seller of Netsurf;
• 8.9 That the Direct Seller hereby also warrants to adhere to the Applicable Laws;
• 8.10 The Direct Seller warrants that it will comply with filing, payment and such other compliance regarding all tax requirements of Netsurf (including GST).

The Direct Seller shall indemnify and hold Netsurf and all its representatives, officers, directors, shareholders, officers, advisors, on demand promptly harmless from and against any and all (not limiting to) actions, claims, suits, expenses, charges and liabilities, judgements, settlements, awards and costs (including legal costs) fines and penalties due to, arising from or in connection with any misrepresentation, breach of warranty or covenant, or default or misapplications of collections if any, embezzlement, Money Circulation Schemes, Pyramid Schemes or non-fulfilment of obligations by the Direct Seller under this Agreement or any breach of the terms and conditions in this Agreement by the Direct Seller or any third party liability (including any government departments) that Netsurf may incur as a result of any act / omission / commission or negligence of Direct Seller.

During the term of this Agreement, Direct Seller shall have limited, non-transferable, non-exclusive right to indicate to the public that he is an authorised sales representative of Netsurf. Nothing herein shall grant Direct Seller any right, title, or interest in Netsurf 's trademark or on any other intellectual property owned/used by Netsurf except as otherwise expressly granted herein or by Netsurf from time to time. At no time during or after the term of this Agreement shall the Direct Seller challenge or assist others to challenge Netsurf's trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of Netsurf or those used by Netsurf.

• 11.1 The Direct Seller acknowledges that by reason of its relationship with Netsurf hereunder it will have access to certain information and materials concerning Netsurf, Netsurf's business plans, customers, technology, and products/services that is confidential and of substantial value to Netsurf, which value would be impaired if such information were disclosed to third parties. Direct Seller hereby agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by Netsurf.
• 11.2 Netsurf shall advise Direct Seller whether or not it considers any particular information or materials to be confidential. Direct Seller shall not publish any description of the Products beyond the description published by Netsurf and without the prior written consent of Netsurf. In the event of termination of this Agreement, there shall be no use or disclosure by Direct Seller of any confidential information of Netsurf. However, the Direct Seller would not be responsible for any disclosures made if the information disclosed is already available in the public domain or the information is requested by any authorised government department.

• 12.1 The relationship between Netsurf and Direct Seller is on "Principal to Principal" basis and the Direct Seller is not and shall not act as the agent or employee of Netsurf for any other purpose and shall have no right or authority to assign or create any obligation of any kind, express or implied, on behalf of the Netsurf, to bind Netsurf in any way, to accept any service or process upon Netsurf or to receive any notice for and on behalf of Netsurf, of any nature whatsoever, unless otherwise agreed in writing for any specific purposes.
• 12.2 Direct Seller acknowledges and consents that he is operating independently as a business owner and will be liable to account the expenses on his own.
• 12.3 The Direct Seller acknowledges that nature of relationships between him and Netsurf has economic relations (business to business).

The Parties herein consent that except as provided for in this Agreement, Netsurf shall not be liable to the Direct Seller or any other party by virtue of termination of this Agreement for any reason whatsoever for any claim or loss or profit or on account for any expenditure, investment, leases, capital investments or any other commitments made by the other party in connection with the business made in reliance upon or by virtue of this Agreement.

• 14.1 This Agreement shall commence on the Effective Date and be in effect for an indefinite period. Netsurf shall have right to suspend, revoke or terminate this agreement if any of the clauses in this agreement are breached / not adhered to and if the Applicable laws are not followed.
• 14.2 Netsurf reserves the sole right to suspend the operations of this Agreement, at any time, due to change in its own license conditions or upon directions from the competent government authorities or any other ground as deem reasonable by Netsurf. In such a situation, Netsurf shall not be responsible for any damage or loss caused or arisen out of aforesaid action.
• 14.3 Netsurf may, without prejudice to any other remedy available for the breach by the Direct Seller of any of the conditions of this Agreement or as available on the Website, by a written notice issued to the Direct Seller at the address aforementioned or by registered electronic mail as maintained in the records of Netsurf, immediately terminate this Agreement under any of the following circumstances:
• 14.3.1. The Direct Seller breaches any term or condition of this Agreement;
• 14.3.2. The Direct Seller failing to rectify, within the time prescribed, any defect as may be pointed out by Netsurf;
• 14.3.3. The Direct Seller becoming insolvent/bankrupt; mentally incapable or death;
• 14.3.4. The Direct Seller being involved in any criminal proceedings/case;
• 14.3.5. The Direct Seller being involved in any Money Circulation Scheme or Pyramid Scheme;
• 14.3.6.The Direct Seller giving false representations on behalf of Netsurf; Where the Direct Seller is found to have made no sales of Products for a period of 12 months has elapsed from his/her last sale;
• 14.3.7. The Direct Seller is found to have been involved in embezzlement of Consumer's money, which he has received on behalf of Netsurf;
• 14.3.8. The Direct Seller has not complied with Applicable Laws.
• 14.4 The Direct Seller may terminate this Agreement at any time by giving a written notice of 2 (two) months to Netsurf at the registered address of Netsurf subject to expiry of the Cooling-off Period. However, it shall be the responsibility of the Direct Seller to adhere to the guidelines and instructions of Netsurf even during the above referred notice period.
• 14.5 Netsurf may terminate this Agreement at any time by giving a written notice of 2 (two) months to the Direct Seller at the registered address of Netsurf. In this case Netsurf shall fulfil its obligations to the Direct Seller in regard to the payments of remuneration, except when Netsurf has any financial claim against the Direct Seller.
• 14.6 If the Direct Seller is found to be involved in any anti-company activities, then he will be suspended and will be entitled for the clarification to Netsurf’s officials. Failing to do so will cause the termination of that direct seller. The commission generation will be stopped immediately after suspension.
• 14.7 In any financial year (starting from April 1st and ending on March 31st), if the Direct Seller has accumulated a commission of less than Rs. 12000 (Rupees Twelve Thousand Only) or per month Rs. 1000 (Rupees One Thousand Only), then the Direct Seller will be marked as an ‘Inactive Direct Seller’ and the carry forward privileges of the Direct Seller shall be suspended. In the event that the Direct Seller has a carry forward amount of commission for 12 months then those dues will be forfeited and the Direct Seller will be marked as blocked. The above criteria shall be subject to Cooling-off period as defined in Clause 2.6 of this Agreement.
• 14.8 In case of death of the Direct Seller, this agreement shall stand terminated immediately as on the date of death. Further in case of any legal heir or nominee of Direct Seller wishing to act as a Direct Seller, He/She may do so only after entering into a fresh agreement with the Company.

• 15.1 The Direct Seller consents and agrees that during the term of this Agreement and for a period of 12 months after the termination of this Agreement, the Direct Seller will not solicit, directly or indirectly any, including but not limiting to, employee, customers, affiliates, agents, representatives, suppliers other direct sellers / sales representatives or any other person, directly or indirectly associated with Netsurf, for employment, Direct Selling or for any other purpose.
• 15.2 The Direct Seller consents and agrees that during the term of this Agreement and for a period of 12 months after the termination of this Agreement, the Direct Seller will not, directly or indirectly, either as proprietor, stockholder, partner, officer, employee or otherwise, distribute, sell, offer to sell, any orders for the purchase or distribution of any products or services which are similar to those distributed, sold or provided by Netsurf.
• 15.3 The Direct Seller also consents that during the term of this Agreement and for a period of 12 months after the termination of this Agreement, the Direct Seller will not engage either directly or indirectly or through any of its affiliates into the similar lines, as Netsurf’s business or Products or extension or modification of such Products or Direct Selling, in which the Netsurf is operating.

The Direct Seller warrants to Netsurf that he/she does not currently represent or promote any services that compete with the Netsurf's business and that during the term of this Agreement, the Direct Seller shall not represent, promote or otherwise try to sell within the territory as assigned by Netsurf any product/s that, in Netsurf 's judgment, compete with the Products covered by this Agreement. In case if any direct seller is found to be representing or promoting the products/services of other competing companies and/or not adhering to the company policies Netsurf reserves the rights to take necessary disciplinary actions.

• 17.1 Arbitration: Any claim or controversy arising out of or relating to this Agreement, or the making or performing or interpreting it, shall be settled by Arbitration and the proceedings shall be held according to the Indian Arbitration and Conciliation Act, 1996 and the venue shall be at Pune, Maharashtra India. Parties may, without waiving any remedy under this Agreement, seek from any court of competent jurisdiction any interim or provisional relief that Netsurf deems necessary to protect their confidential information or proprietary rights.
• 17.2 Governing Law: This Agreement shall be fully governed and construed in accordance with the laws of India. Except as to the matters, the decision to which is specifically provided under this Agreement, if any dispute arises out of or in relation to this Agreement including any question regarding its existence, validity, termination or terms and conditions, Netsurf and the Direct Seller herein acknowledge and consent to use their best endeavours to settle it mutually. The Direct Seller can report his grievance to the grievance redressal committee of Netsurf by emailing the complaint at the Website of Netsurf. The Parties herein irrevocably consent to the exclusive jurisdiction of the competent courts of Pune, Maharashtra.
• 17.3 Force Majeure: At any time, during the continuance of this Agreement, the performance in whole or in part, by Netsurf, of any obligation under this is prevented or delayed, by reason of war, or hostility, acts of the public enemy, civic commotion, sabotage, change in law, 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"), the Direct Seller shall not, by reason of such Event, be entitled to terminate this Agreement, nor shall he have any such claims for damages against Netsurf, in respect of such non-performance or delay in performance.
• 17.4 Survival: Notwithstanding anything above, Clause 12 (Indemnification), Clause 13 (Intellectual Property) Clause 14 (Confidentiality), Clause 16 (Liability), Clause 20.2 (Governing Law And Dispute Resolution), this Clause 20.4 (Survival), Clause 20.5 (After Termination), Clause 18 (Non-Compete & Non Solicit), and any other clause which by its nature ought to survive shall survive the termination/expiry of this Agreement.
• 17.5 After Termination: On termination of this Agreement, the Direct Seller will forthwith cease from representing Netsurf (and / or its affiliates) in any manner whatsoever and deliver to the Netsurf (and / or its affiliates), all the confidential information including without limitation all correspondence, specifications, formulae, books, documents, effects, visiting cards, market data, cost data, drawings or records etc. belonging to Netsurf (and / or its affiliates) or relating to its business, and shall not retain or make any copies of these items. The Direct Seller shall also not make any claim in respect of these items or any part thereof.
• 17.6 Non-assignability: The Direct Seller shall not assign any of his rights or obligations under this Agreement without prior written consent of Netsurf to any person. Any such assignment or intended assignment shall be void and entitle Netsurf to forthwith terminate this Agreement. Netsurf shall be free to assign this Agreement or any rights/obligations to its affiliates or to any other person without the permission of the Direct Seller.
• 17.7 Specific Performance and Remedies: This Agreement is binding upon and shall inure to the benefit of the Parties. Netsurf shall be entitled to seek specific performance of this Agreement. All remedies, either under this Agreement or by applicable law or otherwise afforded, will be cumulative and not alternative.
• 17.8 Entire Agreement: This Agreement, including the recitals and schedules, supersedes all prior discussions and agreements between the Parties with respect to the subject matter of this Agreement, and this Agreement contains the sole and entire arrangement between the Parties hereto with respect to the subject matter hereof. All the terms and conditions, Website terms of use and data privacy policy as posted/uploaded by Netsurf on the Website form an integral part of this Agreement.
• 17.9 Amendment: No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereto shall be valid or binding unless made in writing and duly executed by Netsurf. Notwithstanding anything stated or provided herein, Netsurf shall have full powers and discretion to modify, alter or vary the terms and condition of this Agreement in any manner whatsoever it thinks fit and shall be communicated through Website or other mode as Netsurf may deem fit and proper. If any Direct Seller does not agree to be bound by such amendment, he may terminate this Agreement within 30 days of such publication by giving a written notice to Netsurf. Without submission of the objection for modification etc., if Direct Seller continues the Direct Selling activities then it will be deemed that he has accepted all modifications and amendments in the terms & conditions for future.
• 17.10 No Waiver: No forbearance, indulgence or relaxation or inaction by Netsurf at any time to require performance of any of the provisions of this Agreement shall in any way affect, diminish or prejudice the right of Netsurf to require performance of that provision. Any waiver or acquiescence by Netsurf 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.
• 17.11 Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future applicable law, and if the rights or obligations under this Agreement of the Parties shall not be materially and adversely affected thereby, (a) such provision shall be fully severable; (b) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and, (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Without prejudice to the foregoing, the Parties hereto shall mutually agree to provide a legal valid and enforceable provision as similar in terms and effect to such illegal, invalid or unenforceable provision as may be possible.

IN WITNESS WHEREOF the parties hereto have executed these presents the day and year hereinabove written;

In the presence of:

Witness 1:

Signature:

Name:

Add:

Witness 2:

Signature:

Name:

Add: