This Consultant Agreement between the ugrowth Consultant (“you”, the “Consultant”) and ugrowth Tradex Pvt. Ltd. (“ugrowth”, “us”, “we”, “our”), a company registered under the Companies Act, 2013 (18 of 2013) with its registered office at 7/2307 Dudhara Sheri, Rampura Main Road, Surat-395003 GUJ & CIN No.-U51909GJ2019PTC110838 is entered into in consideration of the mutual promises and commitments contained herein and these Terms & Conditions and any and all documents referred to in them (collectively, the “Terms”) stipulate the ugrowth rules, principles and rights & obligations for Consultant and constitute, when you accept them, a binding agreement between Ugrowth and you. We therefore advise you to print or save and retain a copy of these Terms. For the avoidance of doubt, all references to the term “Consultant” in the Terms or on our website www.myugrowth.com shall be construed as “Consultant”. We reserve the right to revise, rescind, modify or amend these Terms at any time. Any revision, rescission, modification or amendment to these Terms will become effective from the moment of its publication on our website www.myugrowth.com.in or when the same is notified to you on your registered email ID, whichever is earlier. You are responsible for keeping yourself up to date with any such changes.

1. DEFINITIONS

The following definitions are used throughout these Terms:-

A) Consultant shall mean the Consultant Application Form that is required to be signed for becoming a Consultant.

B) Catalogue Period: the period indicated on the cover of each Catalogue during which the offers from a given Ugrowth Catalogue are valid.

C) Code of Ethics and Rules of Conduct: the set of binding rules, constituting part of the Ugrowth Growth Plan.

D) Customer: Any natural person, who purchases Ugrowth Products through a registered Consultant and who, while doing so, is acting wholly or mainly outside his/her trade, business, craft or profession.

E) Group: shall refer to the entire Downline, including 14% Consultants and their Downline.

F) Incentive: shall mean an amount you get on the Group sales as per the Growth Plan.

G) Ugrowth Catalogue: a paper or electronic brochure issued periodically by Ugrowth that includes Ugrowth Product offers and their retail prices.

H) Ugrowth Group: Ugrowth, its ultimate holding company, and any entity that is controlled directly or indirectly by that ultimate holding company.

I) Ugrowth Products: Cosmetics, FMGC and the related accessories as well as dietary supplements offered for sale under the Ugrowth Trademarks; the Catalogue describes the Products’ main characteristics.

J) Ugrowth Literature: shall mean the Growth Plan, Code of Ethics and Rules of Conduct, the Product Catalogues, the Product Guide, the Newsletter, these Terms and any other literature(s) printed or published on the official Ugrowth website or communicated to you by Ugrowth from time to time.

K) Ugrowth Growth Plan: shall mean the document explaining the business opportunity with Ugrowth. It helps you to create your own business through selling Ugrowth quality products and offer the business opportunity to others.

L) Ugrowth Trademarks: the name Ugrowth, the Ugrowth logo and the names of the products or the product ranges produced, marketed, sold or distributed by us.

M) Personal Data: the details provided by you upon your registration as a Consultant with Ugrowth as well as any additional information about you that you may provide us with from time to time as more particularly described in the Privacy Policy.

N) Prices: the prices of the Ugrowth Products set by Ugrowth and displayed on the pricelists valid at the time of placing of the purchase order.

O) Territory: shall mean India.

P) Trade Discount: shall mean an amount you get on your own sales based on your title as per the Growth Plan.

2. REGISTRATION AND MEMBERSHIP

• 2.1. You will be registered as an Ugrowth Consultant after we have accepted your application and have granted you a unique Consultant UG number. The conditions of your acceptance as an Ugrowth Consultant are stipulated in the Membership Rules section of the Code of Ethics and Rules of Conduct.
• 2.2. You will be required to provide your valid Identity and Address Proof at the time of registration.
• 2.3. You will have an option to buy a business kit, a set of documents and manuals helping to start your association with us which in case you want, will be billed on your first or subsequent purchase invoice.
• 2.4. An applicant must be at least 18 years of age to be a Consultant.
• 2.5. Both you and Ugrowth may at any time terminate your membership as stipulated further in the Terms.
• 2.6. Your membership will expire after 12 months from the calendar month in which your last BV order was placed. Further, all new registration will be immediately terminated if a BV order is not placed by the end of 2 calendar months after the calendar month in which you have registered with Ugrowth. For the avoidance of doubt and as an example, your registration with Ugrowth will be terminated in April 2022 end, if you register on January 01, 2022 and do not place a BV order in February, 2022 or March, 2022 or April, 2022. However, it is clarified that in such case prospectus can re-apply for registration with the Company.
• 2.7. The membership is personal to you and cannot be assigned or transferred to any other person without our prior written consent and as provided in Code of Ethics and Rules of Conduct.
• 2.8. Upon your registration:
• 2.8.1 You will be entitled to buy Ugrowth Products in accordance with these Terms as well as use the other benefits set out in the Ugrowth Growth Plan.
• 2.8.2 You will be obliged to adhere strictly to the rules of these Terms including the rules of any documents referred to in them.
• 2.9. Your Ugrowth ID Card and training manual will be sent to you on your email ID or shall be provided to you in your profile page with Ugrowth.

3. RIGHT OF WITHDRAWAL (COOLING-OFF), EFFECTS OF CONSULTANT RESIGNATION AND RIGHT TO CHANGE SPONSOR

• 3.1. You can at any time resign from your Consultant ship by sending us a written notice of same.
• 3.2. If you resign within 30 days from the date of your registration (“Cooling-Off Period”), we will refund you all fees and costs and will accept the return of all Products bought by you. For reasons of safety and hygiene we may refuse to accept Products that have been unsealed or not in saleable condition.
• 3.3. If you resign at any later time except in case of violation of the Terms, upon your request, we will repurchase all Products from you, subject to the following conditions:
• 3.3.1 returns must be made within 30 days from date of purchase, and will be refunded at 90% of the original net price paid after deduction of any payment we have made to you in relation to the purchase of these Products; and
• 3.3.2 The returned Products must be marketable, meaning that they have not been used, opened or tampered with in any way; they have not passed the expiry date and they are still featured in our Catalogues.
• 3.4. Only once during the Cooling-Off Period for a Consultant, (a) a Consultant may request for change of his/ her sponsor; and (b) a sponsor may request for reallocation of a Consultant in his/ her Downline.

4. UGROWTH POLICIES

• 4.1 You agree to have read and understood and shall abide by the Code of Ethics and Rules of Conduct, the Privacy Policy, Negation Policy, Guarantee of Grow Claims Policy and Growth Plan as provided on www.myugrowth.com
• 4.2 Consultants must adhere to the Consultant Online Policy & Social Media Dialogue – 10 Golden Rules as prescribed in Growth Plan.

5. A. PLACING AN ORDER

• 5.1. You may place orders from the Catalogue by selecting the Products you wish to buy. Placing of the order is considered to be an offer made by you to us to buy the selected Products.
• 5.2. An order is considered to be placed when the following steps have been completed:
• 5.2.1 if ordering by telephone, you have told our Customer Care employee which Products you wish to purchase who has selected them for you.
• 5.2.2 if ordering online, you have selected the Products you wish to purchase by using the option “add to shopping cart”; you may at any time review and modify the content of the shopping cart by changing the quantity of Products, deleting Products or removing the entire content of the shopping cart.
• 5.2.3 You have provided the Personal Data necessary to allow delivery and have accepted that we can use this data for the purposes set out in our Privacy Policy
• 5.2.4 You have selected your preferred method of delivery and payment.
• 5.3. Once your online order is placed, it cannot be changed via the website; you will need to contact the Customer Care at +91 8141450101
• 5.4. When we have accepted your order, an order confirmation will be sent to you by e-mail at which point the purchase contract will come into existence. We may refuse to accept your order without stating a reason for rejection. We will refund in full any payment you have already made.
• 5.5. In addition to the order confirmation you will receive details of your Products shipped to you and all other necessary information.
• 5.6. If you order online, please note the following:
• 5.6.1 the concluded contract will not be filed or accessible: the parts of the contract will be your order and the Terms on the site (which may be saved or printed) or as may be communicated by us using other means of communication.
• 5.6.2 The contract may only be concluded in English and not in any other languages.
• 5.6.3 Ugrowth subscribes to the codes of conduct set out in clause 10 of the Terms.
• 5.7. Orders completed and paid for cannot be cancelled by you, except as described in clause 6.
• 5.8. Orders can be placed at any time during the day save for certain limited Unavailability at Catalogue Period closing when we update the Catalogue.
• 5.9. Not all Products will be available at all times. If a Product is out of stock at the time you place your order, we will use reasonable endeavors to inform you before your order is finalized so that you can change or abandon the order.
• 5.10. The Catalogue may occasionally, and for limited periods of time, not be available due to maintenance or for various technical reasons. Ugrowth will not be responsible for such unavailability and will reject any claims thereof by Customers or by other visitors.
• 5.11. For details on how to place order, make payment, delivery and related information please visit the Customer Care section on our website www.myugrowth.com

B. PRICES AND PAYMENT

• 5.12. We may exceptionally allow you to place orders for others by using a specific online tool. This will only be possible for your Downline Consultants (except in case of ugrowth franchise order), as explained in the Ugrowth Growth Plan, and only based on their explicit authorization. If you use this tool you will be solely responsible for any claims based on unauthorized ordering and generally any privacy violations as well as for any costs and expenses that Ugrowth or the person you have placed the order for may incur in relation to this order.
• 5.13. Except where noted otherwise, the Prices of the Products displayed in the Catalogue represent the full retail price for the Products at the moment the order is placed. All Prices are shown in local currency and are inclusive of all applicable taxes.
• 5.14. We reserve the right to change the Prices at any time and in our sole discretion, but any change to the Prices of Products you select before placing your order will not form part of the contract between us unless you and we expressly agree that it will.
• 5.15. The Prices do not include the costs of transport, delivery and any other fees and charges that are clearly indicated as being additional charges to the price during the ordering process and that may vary depending on the delivery method chosen by you.
• 5.16. The Prices may be discounted by us from time to time. Further discount may be provided to you in accordance with the Ugrowth Growth Plan. These may not always be indicated on your purchase invoices. You can always address any inquiries about Price calculations to Customer Care at [email protected]
• 5.17. Payments can be made by credit card, by bank transfer or by other means specified in this Policy or the modes provided under the Payment section under Customer Support available at the website www.myugrowth.com Most of major payment cards are accepted.
• 5.18. For the purposes of payment collection, we cooperate with various third-party service providers. You may expect to receive invoices and communication about the payment from this external service provider. As a rule, all guarantee credit and personal credit orders must be paid within 21 days according to the instructions noted therein or such number of days as may be prescribed from time to time. Late payments interest of 24% may be charged by Ugrowth as the reasonable costs of recovering the debts.
• 5.19. For further information about payment methods including any possible credit terms please contact Customer Care at +91 8141450101
• 5.20. For the safety of online payments made with a card, all payment information is encrypted. As Ugrowth works with authorized payment service providers, credit card information is handled properly and in accordance with applicable laws.
• 5.21. For information related to payment mode and methods please visit the Customer Experience section on our website www.myugrowth.com

C. DELIVERY AND TRANSFER OF RISK

• 5.22. The ordered Products can only be delivered within the Territory.
• 5.23. The place of delivery of the Products will be as provided by you at the time of placing the order or as updated in Ugrowth records from time to time.
• 5.24. We will process and deliver your order as quickly as possible as but no later than timelines provided for each region under the Ordering Section in Customer Experience section on Ugrowth website after the order has been confirmed by us. We shall not be liable for delays in delivery caused by circumstances beyond our control.
• 5.25. The risk of loss of Products and title to the Products will pass to you upon delivery of the Products.
• 5.26. Ugrowth will not be responsible for non-delivery, wrong or late delivery of an order caused by the provision by you of incorrect or incomplete Personal Data.
• 5.27. We reserve the right to reject an order placed by you at any time if we reasonably suspect that you are in breach of any of the Terms.

D. CONFORMITY OF OUR PRODUCTS

• 5.28. We warrant that the Ugrowth Products are manufactured in accordance with the best standards for good manufacturing practices and the Ugrowth code of practice.

6. RIGHT TO CANCEL ORDERS

• 6.1 Upon receipt of the delivery, you should check its content to make sure that it does not contain any Products that might have been damaged during transportation. You, or the person receiving the Products in your name, must notify Customer Care immediately by submitting a claim and describing the damage/defect under the Guarantee of Grow Claim Policy available on our website www.ugrowth.com after you login.

RIGHTS OF RETURN AND REFUND

• 6.2 You may cancel an order for Product(s) without giving any reason within 30 days from the date of invoice in the following manner. This means that within a period of 30 days from date of invoice and in the manner provided in the Guarantee of Grow Claims Policy and subject to the Negation Policy, if you for any reason decide, you do not want to keep a Product, you can notify us of your decision to cancel the order and receive a refund.
• 6.3 You may cancel an order at any time even after you have received the order confirmation by e-mail or after your order has been verbally accepted by Customer Care but no later than 30 days from the date of invoice or the last of the Products if you ordered more than one.
• 6.4 To cancel an order, please contact Customer Care by telephone on +91 8141450101 or e-mail us at contact - [email protected] or raise your complaint online. You just need to exercise your right to cancel before the cancellation period has expired. Therefore, if you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you sent us the e-mail. If you call to notify us of your cancellation, then your cancellation is effective from the date you telephone us.
• 6.5 You will receive a full refund of the Price you paid for the Products (except for the supplementary costs arising if you choose a type of delivery other than the least expensive type of standard delivery offered by us). We may make a deduction from the refund for loss in value of any Products supplied, if the loss is the result of unnecessary handling by you. You are only liable for any diminished value of the Products resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the Products. We will process the refund due to you as soon as possible and, in any case, within (A) 45 working days after the day we receive back from you any Products supplied, (B) if no Products were supplied, 30 working (business) days after the day on which you gave us notice of cancellation.
• 6.6 If you have returned the Products to us because they are faulty or miss-described, we will refund the price of a defective Product in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to us (please refer to Guarantee of Grow Claims Policy on Ugrowth website for process).
• 6.7 Subject to clause 6.2, we refund you in your account with Ugrowth or your bank account, at your option and in any event, you will not incur any fees as a result of the refund.
• 6.8 If the Products were delivered to you:
• 6.8.1 You must return the Products to us without undue delay and in any event not later than 14 days after the day on which you cancel the order/contract. The deadline is met if you send back the Products before the period of 14 days has expired;
• 6.8.2 Unless the Products are faulty, you will be responsible for the direct cost of returning the Products to us.
• 6.8.3 You have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession.
• 6.9 We further guarantee the quality of any Product which carries the Ugrowth name and certify that they are manufactured by, or for us meet the highest standards of quality. We are confident that our Customers will find our Products satisfactory in every way. We therefore offer a further Ugrowth guarantee that allows you to exchange, or get a full refund for any Product you are not completely satisfied with. The refund shall be claimed within 30 days from the date of invoice as detailed in Guarantee of Grow Claims Policy. This guarantee does not apply to any Product intentionally damaged or misused. Returns and refunds under this clause shall be made in accordance with the terms of the preceding paragraphs of this clause 6.

7. OBLIGATIONS OF THE UGROWTH CONSULTANT

• 7.1 You agree to present, promote and sell Ugrowth Products using direct-to-consumers methods only and not to sell to, sell in, demonstrate or display Ugrowth products in any retail outlet of any nature including any retail/e-commerce website.
• 7.2 Consultants buy and may sell the Ugrowth Products in their own name and on their own account. Should you choose to trade with the Ugrowth Products you will be considered, and shall at all time act as an independent person (self-employed/sole trader) and not as an Ugrowth agent or employee and working on principal to principal basis. You shall not have any authority to negotiate, buy, sell or generally conclude any agreements in our name or on our behalf or in the name and on behalf of any other company in the Ugrowth Group.
• 7.3 Should you chose to trade with the Ugrowth Products you must obtain for yourself all permits, licenses, and generally make any and all registrations required under the relevant laws of the Territory for the performance of an independent business practice, including any data protection registration and tax registration. You are solely responsible for the reporting and payment of any taxes, duties and fees applicable to such activity. You are solely responsible for ensuring all aspects of your use of your Customers personal data complies in all respects with national data protection and privacy laws. A direct seller shall keep and maintain proper books of accounts stating the details of the products, price, tax and the quantity and such other details in respect of the goods sold by him / her, in such form as per prevailing law. In the event of a change in the law post signing of Terms, including the introduction of GST, the Consultant shall comply with all provisions of such new law.
• 7.4 We allow the return and exchange of Products as described in the Terms for your Customers as well as for you. You acknowledge that it is your responsibility to inform your Customers of their right to return the Products, and you shall make any return of Products to us on their behalf.
• 7.5 You should carry your valid Ugrowth identity card along with government recognized ID card while conducting your Ugrowth business and solicit prior approval before visiting any customer’s premises.
• 7.6 You shall uphold the image and reputation of Ugrowth. You shall not make any statements, nor perform any acts, which might be detrimental to the image of Ugrowth or the Products. You shall operate your business in a lawful and ethical manner and not make any false, misleading or exaggerated claims about the Products.
• 7.7 You acknowledge that the Ugrowth Trademarks, our trade name and logo are the property of Ugrowth and you agree not to infringe them in any way. For avoidance of doubt, all goodwill in the Ugrowth name accrues to Ugrowth. At our request you will sign such documentation as we reasonably request to confirm this.
• 7.8 When presenting the Ugrowth Products to consumer, you will strictly observe the Code of Ethics and Rules of Conduct.
• 7.9 You must also ask Customers expressly whether or not they wish to receive commercial communications about Ugrowth products from you, keep a record of their marketing preferences and respect those preferences.
• 7.10 We explicitly disclaim any liability for any penalties, costs, fees and generally any expenses that you may incur as the result of any breach of applicable data protection and privacy laws.
• 7.11 If you wish to sponsor a Customer to become a Consultant you may collect certain personal information directly from the Customer. You must strictly follow our procedures for sponsorship from time to time. You will have the limited right to process that Customer’s personal information only for the purposes of forwarding the personal information to Ugrowth and of sending that Customer commercial communications (i.e. communications designed to promote, directly or indirectly, the goods, services or image of a company) subject to certain conditions as described below.
• 7.12 Our online tools may allow you to use a Customer’s personal information to send commercial communications, strictly subject to the following conditions:
• 7.12.1 You must have sponsored the Customer to become a Consultant, unless otherwise expressly agreed,
• 7.12.2 Such commercial communications concern only Ugrowth Products, 7.12.3 the commercial communication shall be clearly identifiable as such,
• 7.12.4 the communication includes your name and contact details as the sender of the commercial communication and a valid email address at which Customers can reach you to notify you of their preference to opt out of further commercial communications;
• 7.12.5 Commercial communications must not be sent to Customers that have opted out of receiving them,
• 7.12.6 Promotional offers, such as discounts, premiums and gifts, where permitted by applicable law, shall be clearly identifiable as such, and the conditions which are to be met to qualify for them shall be easily accessible and be presented clearly and unambiguously.
• 7.12.7 The content of such commercial communications is compliant with these Terms and all applicable law regarding commercial communications.
• 7.13 Under no circumstances are you permitted to send commercial communications on behalf of Ugrowth or in Ugrowth name.
• 7.14 You expressly agree to share your personal data with Ugrowth and the Ugrowth Group for purpose of performance of Ugrowth’s obligation under the Agreement.
• 7.15 The Ugrowth Consultant s shall not use misleading, deceptive and/or unfair trade practices including but not limited to unfair recruiting practices, misrepresentation of actual or potential sales or earnings, business opportunity, and advantages of direct selling to any prospective direct seller, in their interaction with prospective direct seller.
• 7.16 The Ugrowth Consultant shall not provide any Ugrowth Literature and / or training materials not restricted to collateral issued by Ugrowth or any information, to a prospective and / or existing direct seller or float any scheme which has not been approved by the Ugrowth
• 7.17 The Ugrowth Consultant shall not require prospective or existing direct Sellers to purchase any Ugrowth Literature or training materials or sales demonstration equipment
• 7.18 An Ugrowth Consultant shall not compel or force others to order through him/ her, order any minimum quantities or maintain stock of products. Consultant shall buy products depending upon their consumption requirements or selling pattern only such quantity or value that can be foreseen to be sold to consumers or consumed within a reasonable period of time
• 7.19 While approaching a customer/ potential Ugrowth Consultant, the Consultant shall ensure the following:
• 7.19.1 Trustfully identify yourself and explain the purpose of your solicitation and about identity of Ugrowth, nature of Ugrowth Products.
• 7.19.2 Try to answer any and all questions in a fair, truthful and understandable way.
• 7.19.3 Refer your contact to the Ugrowth website where he/she can read more about the products and the claims; specifically, draw his/her attention to the Ugrowth complaint handling procedures.
• 7.19.4 Offer the prospective consumer, accurate and complete explanations and demonstration of the Ugrowth Products, prices, terms of payment, and terms of guarantee.
• 7.19.5 Respect the privacy and other personal restraints the person may be under (e.g. time, place, and physical condition).
• 7.19.6 Stop any explanation (and leave) if asked to do so.
• 7.19.7 Whenever you are selling Ugrowth products inform the customer about her right to return them and get a refund.
• 7.19.8 Provide the following information at the time of sale of Products:
• 7.19.8.2 7Name, address, registration number or enrolment numbers, identity proof and telephone number of the direct seller and details of direct selling entity
• 7.19.8.3 A descriptions of the goods or services to be supplied.
• 7.19.8.4 Explain to the consumer about the goods return policy of the company in details before the transactions, warranty of the goods and replacement procedure in case of defect.
• 7.19.8.5 The order date, delivery date, the total amount to be paid by the consumer along with the bill and receipt.
• 7.19.8.6 Time and place for inspection of the sample and delivery of goods.
• 7.19.8.7 Information of his/her rights to cancel the order and / or to return the product in saleable condition and avail full refund on sums paid.
• 7.19.8.8 Details regarding the complaints redressal mechanism;
• 7.20 TRADE DISCOUNT & INCENTIVE: As a Consultant you agree to the following:
• 7.20.1 Ugrowth shall give each Consultant who qualifies (under Ugrowth rules set out in the Growth Plan) a Trade Discount based on the volume of purchases from Ugrowth in each month. This discount will normally be calculated and accounted for in respect of purchases in a calendar month at the month end. However, Ugrowth may withhold the Trade Discount which is otherwise payable to any Consultant if there is any outstanding in the Group in respect of any period beyond the credit period or Ugrowth suspect that payment may not be received against the sales made during any period or for any other good reason at the sole discretion and judgment of Ugrowth and may additionally forfeit the same in appropriate cases at the sole discretion and judgment of Ugrowth. Consultant s should ensure compliance (as applicable) with the Goods and Services Tax law with respect to the aforesaid Trade Discount.
• 7.20.2 That every Consultant agrees and authorizes Ugrowth on its behalf to allocate a portion of Incentive (arising out of the activities within the Group) to other Consultant s as per the Growth Plan and hereby further assigns all right and interest in such allocated Incentive given to other Consultant who may be so entitled.
• 7.20.3 As per the requirement of GST law, Consultant would be required to prepare the necessary documentation and shall undertake the necessary compliances, as applicable.
• 7.20.4 The Incentive will normally be calculated and accounted for in respect of purchases in a calendar month at the month end. However, Ugrowth may withhold the Incentive which is otherwise payable to any Consultant if there is any outstanding in the Group in respect of any period beyond the credit period or Ugrowth suspect that payment may not be received against the sales made during any period or for any other good reason at the sole discretion and judgment of Ugrowth and may additionally forfeit the same in appropriate cases at the sole discretion and judgment of Ugrowth.

8. UGROWTH OBLIGATIONS

• 8.1 We will deliver any Products ordered by you subject to availability.
• 8.2 We expressly exclude any liability related to Product shortage or Products being out-of-stock.
• 8.3 You will receive, directly by us or by another Ugrowth entity or third party provider, any benefits/ payments due to you in accordance with the Ugrowth Success Plan currently in force.
• 8.4 To timely pay the incentive after deducting TDS. It is clarified that the incentive will be paid in accordance to the Growth Plan and only on the sale of Products.

9. TERMINATION

• 9.1 We may terminate your membership/ Consultant with immediate effect by notice in any of the following circumstances:
• 9.1.1 If you make any statement or provide any Personal Data that is materially inaccurate or untrue;
• 9.1.2 If a petition for your bankruptcy is presented to any court or if you are unable to pay your debts to us as and when they fall due;
• 9.1.3 If you commit a breach of any of the provisions of the Terms that is not capable of remedy or in case of a breach of any of the provisions of the Code of Ethics and the Rules of Conduct; or
• 9.1.4 If you commit a breach of any of the provisions of the Terms, including the documents referenced to herein and fails to explain to our satisfaction or in case of breach capable of remedy, to remedy that breach within 15 days from the date of notice.
• 9.2 Your registration as Consultant will expire if you have not placed an order for a consecutive period of 12 months from the date of last BV order placed
• 9.3 Notwithstanding anything contrary contained herein, your membership shall stand terminated with immediate effect in the event of provision of an incorrect / invalid Identity and Address proof.
• 9.4 Ugrowth shall have the right to stop your cash award/ PD/ bonus including other benefits of membership with immediate effect in the event you are found violating the Terms or pending investigation.

10. CODE OF CONDUCT

• Ugrowth strictly adheres to the Code of Conduct of IDSA and the World Federation of Direct Selling Associations (WFDSA) (http://www.wfdsa.org/files/world-codes/code-book.pdf). Ugrowth requires its Consultant s to strictly adhere to these codes as further implemented in the Ugrowth Code of Ethics and Rules of Conduct.

11. ERRORS AND CORRECTIONS

• While we use reasonable efforts to include accurate and current information on this website, we do not warrant or represent that the website will be error-free. Data entry errors or other technical problems may sometimes result in inaccurate information being shown. We reserve the right to correct any inaccuracies or typographical errors on our site, including pricing and availability of products and services, and shall have no liability for such errors. We may also make improvements and / or changes to the site's features, functionality, or content at any time. If you see any information or description you believe to be incorrect, please contact Customer Care.

12. LINKS

• We may provide links to third party websites or resources. Our provision of such links is not an endorsement of any information, product or service reached through such link. We are not responsible for the content or performance of any portion of the internet including other websites to which this site may be linked for or that can be accessed by this site. Please inform us of any errors or inappropriate material found on websites to which this site is linked.

13. GENERAL PROVISIONS

• 13.1 These Terms are governed by the laws of the Territory and any disputes arising out of, or in connection with the Terms shall be submitted to binding arbitration and shall be referred to sole arbitrator appointed in accordance with the applicable law. The venue of such arbitration shall be at Surat and the award of the Arbitrator shall be final and binding on all parties. The Court of Surat shall have jurisdiction in relation to this Arbitration and any award arising there from.
• 13.2 If any provision of the Terms is held to be unlawful, void or for any reason whatsoever unenforceable, the invalidity of that provision shall not affect the validity of the rest of the Terms.
• 13.3 The failure of Ugrowth to enforce any of the provisions herein shall not be deemed a waiver of their enforceability.
• 13.4 Unless you opt otherwise we may send you alerts, notifications, e-mail, direct mail and generally communicate with you. You can update your preferences for marketing communications from us at any time by logging into your user settings. By accepting these Terms you agree that Ugrowth will send you any other information/ communications regarding your contract and/ or your purchase orders on durable medium other than paper (i.e. via e-mail or any other means addressed personally to you that allow you to store the information in a way accessible for future reference for a long enough period and that also allows you the unchanged reproduction of such information).
• 13.5 The notice period for any notice given under these Terms shall start on the date of the notice. If notice is given by any other means, the notice period shall start from the date of the notice. This does not apply to informing us of returns under Guarantee of Grow Claims Policy and otherwise stated in the Terms, the time period for returns runs from the date you inform us that you wish to return the Product.
• 13.6 The laws of apply to this Agreement. Any dispute between you and us must be brought before the courts located in Surat, Gujarat, India. You hereby consent and submit to the exclusive jurisdiction of the courts located in Surat, Gujarat for any cause of action relating to or arising under this Agreement or the Site.

14. PRIVACY POLICY

• 14.1 When you register as a Consultant, you expressly agree that Ugrowth, the Ugrowth Group and its authorized third parties (i.e. Consultant s, third party suppliers and third party service providers) may store, use and process (including through automatic means) your Personal Data. We do so to comply with our obligations to you under these Terms as well.
• 14.2 We undertake to keep all Personal Data confidential and secure (although we reserve the right to disclose this information in the circumstances set out below). We will keep it on a secure server and we will fully comply with all applicable data protection and consumer legislation from time to time in place.
• 14.3 We confirm that any Personal Data which you provide to us and any information, from which we can identify you (“User Information”), is held and used in accordance with our Privacy Policy and for purposes herein described, especially the following:
• 14.3.1 For processing your orders
• 14.3.2 For statistical or survey purposes to improve our sites, on-line tools and our services to you
• 14.3.3 For serving website content and advertisements to you
• 14.3.4 For administering of our sites;
• 14.3.5 For communicating with you including sending you any marketing material you have not opted out of receiving.
• 14.4 When we provide your Personal Data to authorized third parties we will provide only such Personal Data that is needed by them to perform their services under clause 14.1. All authorized third parties are explicitly prohibited from using any Personal Data for any other purposes and from sharing any Personal Data with anyone other than us or as may be required by law.
• 14.5 You should be aware that if we are requested by the police or any other regulatory or government authority investigating suspected illegal activities to provide your Personal Data and /or User Information, we are entitled to do so.
• 14.6 You are entitled to inspect your Personal Data at any time. You can update your Personal Data by contacting Customer Care.
• 14.7 If you have been registered as an Ugrowth Consultant before, when you register on this site you also accept that some of your Personal Data may be transferred from the Ugrowth entity you have been originally registered with to Ugrowth India Private Limited. We may transfer any Personal Data provided by you, such as, without limitation: your Consultant number, name, address, telephone number, e-mail address as well as information about whether you wish to receive marketing material from us.
• 14.8 Upon registering as an Ugrowth Consultant you acknowledge and accept that we may send you information about offers and promotions, unless you opt out. Ugrowth may analyses your Personal Data in order to provide you with offers and information better tailored to your interests and specific shopping history. By accepting these Terms you give your explicit consent to such analysis.
• 14.9 Further rights and obligations are contained in the Ugrowth Privacy Policy

15. INDEMNITY

• In the event the Consultant breaches or violates any of the provision of any applicable law or policies / procedures applicable to the Ugrowth business of the Consultant including but not limited to the direct selling guidelines and consumer protection laws issued by the ministry of Consumer Affairs, the Consultant agrees to indemnify Ugrowth for all costs including expenses, penalties, third party claims, that may accrue to Ugrowth on account of any such violation/ breach by the Consultant.

16. SEVERABILITY

• Should one of the provisions of this Term of Use be invalid or declared invalid by a court, this will not affect the validity of the remaining terms.

16. ABILITY TO ACCEPT AGREEMENT

• You affirm that you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with the terms and conditions of this Agreement.

17. COMPLAINT HANDLING/ CONTACT US

• The Company has robust system for handling any complaints for which the Company has constituted a Grievance Redressal Committee. All complaints related to Products may be directed to the Ugrowth Customer Care at [email protected] or on our helpline +91 8141450101 or raised online on the claims portal as per the Guarantee of Grow Claims Policy; for complaints related to the Code of Ethics please contact your Area Manager or Senior Area Manager. It is clarified that Ugrowth has a redressal mechanism for handling complaints related to breach of the Terms, Rules and Code, handled by COE Committee headed by designated officers of the Company. We will make every reasonable effort to address your concerns and remedy any problems you bring to our attention. Last Revised on ©2022 licensed user Ugrowth Tradex Pvt. Ltd. All Rights Reserved.