These terms and conditions are construed in accordance with the model of Direct Selling Guidelines issued by the Government of India, Ministry of Consumer Affairs, Food & Public Distribution, Department of Consumer Affairs vide F.No. 21/18/2014-IT (Vol-II) dated 9th September, 2016 read with Indian Contract Act 1872 and supersedes any prior terms and conditions, discussions or Contracts between company and direct seller.
Between FinanzzaAide Private Limited,CIN U70109UP2020PTC128091, which is a company incorporated under Companies Act 2013 having its registered office at Villa No. 3, ATS Green Village, Sector -93A, Noida,Gautam Buddha Nagar, Uttar Pradesh - 201301(Hereinafter referred to as ‘Atomnet’)which expression shall, unless the context otherwise permits, include its successors and permitted assigns of the one part herein after called as First Party.
The person / entity who has filed the online / offline application form hereinafter referred to as ‘Member’ which expression shall unless repugnant to the context or meaning there of be deemed to mean and include his / her / their legal heirs, executors, administrators and assignees of both the parties, hereby called as the Second party.
Whereas the first party is a registered Company under Companies Act, 2013 and the second party has offered to work with the first party in full compliance of the Indian Contract Act 1872 read with the guidelines as provided by Government of India, Ministry of Consumer Affairs, Food & Public Distribution, Department of Consumer Affairs vide F.No. 21/18/2014-IT (Vol-II) dated 9th September, 2016 on the following terms and conditions.
The Company and Member have individually been referred to as "Party" and collectively as "Parties".
In this Contract
- “Customer” meansany person buying a goods or services from Atomnet.
- “Member” means a person engaged in direct selling on the terms provided under this contract for Atomneton principal to principal basis by facilitating marketing of property being built and developed by various builders. The scope of work shall remain limited to the marketing on behalf of Atomnet and would not extend to any further rights of representation in any manner whatsoever or to claim any rights over the bookings made. The definition of the Second party as member does not create an agency contract between the parties nor does it entail the rights and obligations of an agency and the terms is merely descriptive and adopted for the purpose of the present contract and is required to be construed in the strictest sense and to the effect as provided herein.
- “Direct Selling Entity” means FinanzzaAide Private Limited also referred as Atomnet, is an exclusive marketer of properties being built and developed by various builders and not being engaged in a pyramid scheme, which sells or offers to sell goods or services through amember.
- “Website” means the official website of the company i.e. www.atomnet.in.
- “Sponsor”- Sponsor shall mean an existing member who introduces a new customer to be a member of Atomnet and whose name appears on the Application Form as the Sponsor.
- “Services” means providing marketing and related facilitation services to intending buyers by Direct Selling Mode of property being built and developed by various Real Estate Developers.
- “Scope of Service” means the assistance and facilitation as members till the time of Builder Buyer Contract is executed. The Scope does not extend in any manner to taking over liability of any nature regarding the quality of construction or the completion of the construction to be done by the developer.
- “Business Volume (BV)” - Shall mean the value on which the commissions will be calculated on sold products or services delivered as per Atomnet Loyalty Program.
- “Downline” -means the Customers / Members below a specific Memberrespectively in the Genealogy as the context requires.
- For appointment as member of the Company, applicant has filled the “Application Form” along with the relevant KYC related self-attested address and ID Proof (Passport / Aadhaar Card, PAN card).
- The Company will to the extent possible verify the Application Form before appointing the applicant as a Member. The Company reserves the sole right to accept or reject (without giving reasons) the application of the applicant. Upon scrutiny and verification of the application to its sole satisfaction, the Company will register the applicant as aMember and shall allot the Member with a Unique ID.
- The Member hereby consents and confirms that no fee has been charged from him / her in any form by the Company for becoming a Member. The member however is responsible for separate registration if required under RERA.
- Subject to these Terms & Conditions, Company hereby appoints the Member and the Member hereby accepts its appointment on a principal-to-principal, non-exclusive basis to use, promote and resale the Goods or Services as the case may be in India as per the terms of the contract and strictly in compliance with the Direct Selling Guidelines issued by Ministry of Consumer Affairs, Government of India and as adopted and accepted by Atomnet as its own policy and in no matter in contravention of any law.Simultaneous to or within 15 (Fifteen) days from the date of executing the Contract and applying for the registration, Member agrees to submit the physical copies of the following documents ("Registration Documents”) to the Company at its head office located at Noida and the same shall be acknowledged by Company in writing:
a) Original MemberApplication Form;
b) One Color Passport Size Photograph;
c) A self-attested PAN card copy
d) A self - attested cancelled cheque bearing Account Number & IFSC code
e) A self- attested copy of the address proof UID / Aadhaar Card preferred
- Member KYC should be submitted to head office within 15 (Fifteen) days period, otherwise the Application for registration shall be deemed to be terminated and Your Business Operation Centre shall automatically stand terminated, without any further liability on Company. Further Company may reject the Application, in whole or part for any reason, at its discretion, including but not limited to the applicationform containing incomplete, inaccurate, false or misleading information. Any alteration or modification of the Contract will be subject to rejection. For the avoidance of doubt, this Contract shall be effective and valid from the date of acceptance of the Form by Company.
- “Cooling off Policy / Buy Back / Refund Policy” is stated as the date of signing of this Agreement and execution of property booking form and shall be valid till for a period of 30 Days or the date of signing and execution of the Builder Buyer Agreement whichever is earlier.
- Any Member contravening any rules, regulations, policies and procedures or causing any lawful loss to the company shall cause a material breach and therefore the Contractshall be liable for termination with immediate effect as per the termination policy of the company and the company shall have the right to file appropriate civil and criminal proceedings against him / her as the case may be and to also withhold all benefits under the scheme and to nominate another member in his place.
- In case of Non-Performance by Member for the consecutive 2 Years, Company will issue a Termination letter with a notice of 30 days to the Member. If the Member wishes to ask the Company to review the decision to terminate, he / she shall make such a request to the Company in writing within thirty (30) days from the date of notice of termination. If the Company does not receive such request within the thirty (30) days period, the termination will automatically be deemed final.
- The Member shall promote, market and sell the Goods or services directly to the Consumer (s) and to the Prospective Member, using appropriate methods of Direct Selling, including but not limiting to word of mouth publicity, display and / or demonstration of the Goods or services, distribution of pamphlets, door to door sales to Consumers / Prospective Member and other related methods strictly as per company policy.
- The Member shall at all times and without fail strictly adhere to the guidelines and instructions shared by the Company for promotion and marketing of the Goods or services.
- The Member would not be allowed to use the brand names used by the Companyfor personal use. The user shall be limited for the purpose of the agreement and in consonance with the terms of the agreement.
- The Company hereby covenants that it shall provide the Member with the necessary marketing material for promoting sales of the Goods or Services.
- The Company shall issue photo identity cards to Members with a declaration that the Member is not allowed to accept any cash / consideration for the Goods or services, on behalf of the Company. This photo identity card shall be returned by the Member to the Company at the expiry / termination / revocation of this Contract. The identity card shall contain the particulars of the Member including his / her Unique ID.
- Member will not be authorized to issue any receipts / invoice on behalf of the Company. Nor shall they collect any amount whatsoever on behalf of the company.
- The Goods or services being sold are of different categories and accordingly the commission on the same varies with the nature / category of the goods or services sold and the volumes achieved.
- Earnings of the Member shall be in proportion to the volume of sales done by the Member either himself or through his / her team as conveyed to the Member by the Company, as per Atomnet Loyalty Program.
- Member would be able to verify the Commissions by logging onto the Website using their Unique ID and Password.
- The Member acknowledges and consents that the commissions and compensation as per Government directives, market forces etc., may be changed by the Company in its Loyalty Program.Thus, Company reserves the sole right to change the Commissions / Loyalty Program without any limitation.
- Payment of Commissions will be made in accordance with Atomnet Loyalty Program.
- The Commissions to the Member shall be subject to statutory deductions as applicable, including but not limiting to 'Tax Deduction at Source'.
- The Member hereby covenants as under:
b)He is not relying upon any representation or promises that is not set out in this Contract;
c)He is duly authorized under the laws to which he is subject to enter into this Contract with the Company;
d)There is no legal impediment in entering the present Contract with the Company and he / she is legally competent to be able to enter into and perform the terms, conditions, obligations and covenants of this Contract;
e)By entering into and performing the terms, conditions and covenants under this Contract, the Member is not, and shall not be in conflict with any prior obligations to third parties;
f)During the Contract, he shall not represent, promote or otherwise try to sell any Goods or services that, in Company's judgment, compete with the Goods or services covered by this Contract;
g)He is not bound by any obligations owed to any persons other than the Company which would prevent the Member from complying with the terms of this Contract and the Member shall not use any information in breach of rights owed to or held by persons other than the Company;
h)he Member hereby also warrants to adhere to the “Model Framework for Guidelines on Direct Selling” issued by the Department of Consumer Affairs - Ministry of Consumer Affairs, Food & Public Distribution, Government of India dated 26th October, 2016 and subsequent rules and regulations, acts issued and / or amended by the government from time to time. The Member hereby acknowledges that the Company would not be liable for any obligation of the Member under the aforementioned or related laws or any other applicable laws.
- The Member shall indemnify and hold the Company and all its representatives, officers, directors, shareholders, officers, advisors, to keep harmless from and against any and all (not limiting to) actions, claims, suits, expenses, charges and liabilities, judgments, 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, or non-fulfillment of its obligations by the Member under this Contract or any breach of the terms and conditions in this Contract by the Member or non-delivery of service by builder or any third party liability (including any government departments) that the Company may incur as a result of any act / omission / commission or negligence of Member.
- During the term of this Contract, Member shall have limited, non-transferable, non-exclusive right to indicate to the public that he is an authorized sales representative of Company. Nothing herein shall grant Member any right, title, or interest in Company's trademark or on any other intellectual property owned / used by the Company except as otherwise expressly granted herein. At no time during or after the term of this Contract shall the Member challenge or assist others to challenge Company's trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of Company or those used by the Company.
- Member acknowledges that by reason of its relationship with Company hereunder it will have access to certain information and materials concerning the Company, Atomnet Loyalty Program, goods or services, technology that is confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. Member 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 the Company.
- Company shall advise Member whether or not it considers any particular information or materials to be confidential. Member shall not publish any description of the Goods or services beyond the description published by Company and without the prior written consent of the Company. In the event of termination of this Contract, there shall be no use or disclosure by Member of any confidential information of the Company. However, the Member 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 authorized government department.
- The relationship between the Company and Member is on "Principal to Principal" basis and the Member is not and shall not act as the member or employee of the Company 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 Company, to bind the Company in any way, to accept any service or process upon the Company or to receive any notice for and on behalf of the Company, of any nature whatsoever, unless otherwise agreed in writing for any specific purposes. The rights and liabilities of the member shall be strictly in terms of the present contract and any infringement of the contract or the applicable laws would entail penal consequences.
- The Parties herein consent that except as provided for in this Contract, the Company shall not be liable to the Member or any other party by virtue of termination of this Contract 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 Contract.
- This Contract 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 Contract, if any dispute arises out of or in relation to this Contract including any question regarding its existence, validity, termination or terms and conditions, the Company and the Member herein acknowledge and consent to use their best endeavors to settle it mutually. The Member can report his grievance to the 'Grievance Redressal Committee' of the Company by emailing the complaint at firstname.lastname@example.org.
- That in the event, the Member is unsatisfied with the settlement offered / suggested by the 'Grievance Redressal Committee' of the Company, the matter may be referred resolved hereinafter mentioned:
a)By referring the matter to Nodal Officer of the company; thereafter
b)By referring the matter to NCH / SCH; and thereafter
c)By referring the matter to arbitration as provided under the Arbitration and Reconciliation Act.
- All disputes, questions or differences whatsoever which shall either during the substances of the Contract or after the termination thereof arise the parties hereto or their respective representatives, touching these presents or the construction or the application thereof or anything herein contained shall be resolved under Indian Arbitration and Conciliation Act and / or its statutory amendments, modifications and re-enactment. The place of arbitration shall be Noida (Uttar Pradesh, India) only.
- The Parties herein irrevocably consent to the exclusive judicial jurisdiction of the competent courts of Noida (Uttar Pradesh, India).
- That if at any time, during the continuance of this Contract, the performance in whole or in part, by the Company, 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 Member shall not, by reason of such Event, be entitled to terminate this Contract, nor shall he have any such claims for damages against the Company, in respect of such non-performance or delay in performance.
- No modification or amendment to this Contract and no waiver of any of the terms or conditions hereto shall be valid or binding unless made in writing and duly executed by the Company. Notwithstanding anything stated or provided herein, the Company shall have full powers and discretion to modify, alter or vary the terms and condition of this Contract in any manner whatsoever it thinks fit and shall be communicated through Website or other mode as the Company may deem fit and proper. If any Member does not agree to be bound by such amendment, he may terminate this Contract within 30 days of such publication by giving a written notice to the Company. Without submission of the objection for modification etc., if Member continues the Direct Selling activities then it will be deemed that he has accepted all modifications and amendments in the terms & conditions for future.
- No forbearance, indulgence or relaxation or inaction by Company at any time to require performance of any of the provisions of this Contract shall in any way affect, diminish or prejudice the right of Company to require performance of that provision. Any waiver or acquiescence by Company of any breach of any of the provisions of this Contract shall not be construed as a waiver or acquiescence of any right under or arising out of this Contract or of the subsequent breach, or acquiescence to or recognition of rights other than as expressly stipulated in this Contract.
- If any provision of this Contract is held to be illegal, invalid, or unenforceable under any present or future applicable law, and if the rights or obligations under this Contract of the Parties shall not be materially and adversely affected thereby, (a) such provision shall be fully severable; (b) this Contract 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 Contract shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance here from. 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.
- This Contract may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
- Member affirms and declares that:
a)He has read and understood the terms and conditions for appointment of Member of the Company;
b)He has gone through the Company’s Website, printed materials, brochures and convinced about the business and has applied to be appointed as a Member on his own volition;
c)He has not been given any assurance or promise on inducement by the Company or its Directors in regards to any fixed income or commission, prize or benefit on account of the Goods or services purchased by him;
d)He has clearly understood that eligibility of income exclusively depends on his performance in business volume as from terms & conditions; and
e)He agrees that Company reserves the right to change the Commissions at any point of time without prior notice.
f)He / she acknowledges that due to market constraints or for any reason whatsoever the Company shall have the absolute right to close any scheme at any point of time and to provide / not provide an alternate scheme at its sole disrection.
g)He / she is responsible for his / her Personal Income Tax liabilities, GST Registrations / Payments or any other taxes as per his / her Jurisdiction and that all commissions shall be transferred to my designate bank account after deducting necessary TDS, after submitting my Bank details, PAN and Aadhaar Card documents in lieu thereof.
h)If English / Hindi is not my first language, the content of the above affidavit and the relevant Contract / contract have been explained to me in my vernacular language and I hereby state that I have fully understood and unconditionally agree to all the terms and conditions without any force, pressure whatever of any kind.
i)The member confirms that he has not relied upon any representation of any person in upline or downline while entering into the present contract and has relied solely upon his own wisdom while being fully aware of the risks and consequences, it is also confirmed that the scheme and the contents of the documents have been explained in detail in vernacular language and its only thereafter that the present contract has been executed.
j)It is confirmed that the right to transfer the booking or the benefits of the referral shall remain at the sole discretion of the Company and this could also be made subject to payment of charges to the Company, Developer, statutory payments.
- Reliance on judgment and advice: Save as otherwise expressly stated in this Agreement, each Party has entered into this Contract relying on its own business judgment and advice of its own advisers. Such Party represents and acknowledges that it has not been induced or coerced by the other Party or any other party to enter into this Contract.
- Cost: Each Party shall pay its own costs and expenses in relation to the negotiation, preparation, and implementation of this Contract, including the fees and disbursements of their respective legal counsels.