10 | COMPENSATION PLAN

    29. The Company shall disburse bonuses and commissions to a Direct Seller in accordance with the terms of the Compensation Plan, provided the Direct Seller remains active and complies with the provisions of the Business Documents.

    30. Bonuses and commissions constitute the sole compensation for a Direct Seller's efforts, including generating sales and building a HOS Downline.

11 | USE OF THE COMPANY’S INTELLECTUAL PROPERTY RIGHTS

    31. The trade name, trademarks, and service marks owned or licensed by the Company are its valuable business assets that help identify the source and reputation of its business, products, and services worldwide, distinguishing them from those of competitors.

    32. The use of the Company’s trade name, trademarks, designs, or symbols without the Company’s prior written permission by any person, including Direct Sellers, is strictly prohibited. Any unauthorised use will result in cease-and-desist orders and, if necessary, monetary and punitive legal action. These measures are essential to prevent unauthorised products from entering the market, which could harm Direct Sellers and dilute the Company’s brand value.

    33. Direct Sellers must strictly adhere to the branding guidelines issued by the Company, from time to time, regarding the use of its name and logo.

    34. Prohibitions on Use of the Company’s Intellectual Property

        34.1. Direct Sellers must not use the Company’s logo or trade name on imprinted cheques, nor may they represent themselves as anything other than a Direct Seller.

        34.2. Direct Sellers are prohibited from producing or procuring promotional materials, giveaways, or stationery featuring the Company’s name, logo, or trademarks without prior written approval from the Company.

        34.3. Corporate logos or trademarks may not be affixed to promotional items such as uniforms, shirts, or garments without the Company’s prior approval.

    35. Copyrighted Materials

        35.1. All printed materials produced by the Company including Training Material are copyrighted and may not be reproduced, in whole or in part, without prior written permission from the Company.

        35.2. Copyright protection is enforced to prevent competitors from duplicating the Company’s literature, ensuring that promotional materials provided to Direct Sellers remain unique, accurate, and truthful.

        35.3. All printed materials conform to applicable laws and regulations governing product labelling and promotion. Any deviation from approved content may result in legal penalties, adversely affecting the violator, other Direct Sellers, and the Company.

    36. Restrictions on Fundraising Activities. The Company’s products and services are not authorised for use in conjunction with fundraising activities. Fundraising includes soliciting the purchase of Products based on representations that proceeds will benefit a specific group, organisation, or cause.

    37. Consequences of Violations. Direct Sellers who violate this section will face the following consequences:

        37.1. They will be required to remove improper signs, destroy unauthorised materials, cancel improper advertising, or correct improperly listed telephone numbers.

        37.2. Their Agreement may be terminated.

        37.3. They will be liable for monetary damages arising from the unauthorised use of the Company’s name, trademarks, or logotypes.

12 | RETURN & REFUND POLICY

    38. The Products of the Company can be returned as per the Return and Refund Policy of the Company. 

    39. As part of their obligations under this Policy Document, Direct Sellers must comply with and communicate the following Return and Refund Policy to all purchasers of the Company’s products. This policy is designed to ensure transparency, consistency, and customer satisfaction.

    40. Direct Sellers must ensure that all purchasers are informed of this policy at the time of purchase. Direct Seller must also adhere to the following:

        40.1. Provide purchasers with an invoice for all transactions.

        40.2. Communicate this buyback, return & refund policy to purchasers.

        40.3. Facilitate the return and refund process by assisting purchasers in contacting the Customer Service team where required.

13 | SOCIAL MEDIA AND NETWORKING POLICY

    41. The purpose of this social media Policy is to establish clear guidelines for Direct Sellers on the responsible use of social media. This policy aims to:

        41.1. Safeguard the Company’s reputation and brand identity.

        41.2. Prevent unauthorised disclosures of confidential or sensitive information.

        41.3. Ensure compliance with applicable laws and Company standards.

        41.4. Promote ethical and professional behaviour on social media.

For the purpose of this policy, social media includes websites, mobile apps, podcasts, and blogs.

    42. Direct Sellers must comply with the following while using social media:

        42.1. Direct Sellers must comply with all applicable laws and regulations, including Consumer Protection Laws.

        42.2. Direct Sellers may use personal social media accounts for personal interactions but must not misrepresent affiliation with the Company. If mentioning the Company, a disclaimer must be included to the effect, “The views expressed are personal and do not represent the views of Nexus Sanghi Private Limited or its associates.”

        42.3. Social media handles of Direct Sellers must not contain the name of the Company or trademarks used by the Company.

        42.4. Direct Sellers must not discuss non-public information related to the Company over social media. This includes confidential, proprietary, or business-sensitive information.

        42.5. Direct Sellers must avoid engaging in online disputes, defamatory remarks, or sharing misleading information about the Company, its competitors, or the direct selling industry.

        42.6. Posts, retweets, shares, and endorsements must align with Company policies and respect intellectual property and privacy laws.

        42.7. Direct Sellers must not engage in paid advertisements, including boosted or sponsored posts, without prior written approval of the Company. Non-paid listings using Company-approved templates are permitted.

        42.8. Sharing copyrighted material or intellectual property of the Company or a third-party without permission is strictly prohibited.

        42.9. Direct Sellers must avoid activities such as promoting competitors’ products or controversial businesses or abusing their influence within the network.

        42.10. Consumer endorsements and testimonials must reflect genuine opinions. No compensation may be made to a consumer for endorsements, other than product samples. All endorsements must disclose the material connection, if any, between the endorser and the Company.

        42.11. Claims about Company’s products, plans, or services must be truthful, accurate, and pre-approved by the Company. Content making comparative statements of the Company’s products with a competitor’s products is prohibited.

        42.12. Use of Company trademarks, logos, product photos, or corporate images without written approval is prohibited.

    43. Consent to monitor: Where permissible by law, the Company reserves the right to monitor social media activities of the Direct Sellers to ensure compliance and take necessary action to protect its reputation.

    44. Unsolicited communications such as spam communications, adding persons to WhatsApp groups or emailing lists without their consent, creating unauthorised online communities using the name of the Company, or hosting digital events in the name of the Company without prior written consent are prohibited.

    45. Code of Conduct for Social Media

        45.1. Dos:

    (a) Accurately represent the Company and maintain professionalism.

    (b) Keep Company-related information confidential.

    (c) Report any misleading or harmful information about the Company.

    (d) Ensure posts reflect positively on the Company and its business.

        45.2. Don’ts

    (e) Do not disclose confidential Company information.

    (f) Avoid discriminatory or offensive advertisements.

    (g) Do not misrepresent the Company or engage in misleading practices.

    (h) Refrain from defaming competitors, Customers, or the Company’s reputation.

    (i) Avoid participating in pyramid schemes, crossline sales, or promoting competitors’ products.

    46. Consequences of Violation. Violations of this policy may result in disciplinary actions, including warnings, suspension, or termination of association with the Company. Legal consequences for improper social media use shall remain the violator’s responsibility.

14 | ENFORCEMENT OF THE PROVISIONS OF THE BUSINESS DOCUMENTS

    47. Violations: Violations of the Business Documents are considered serious infractions that can adversely impact not only the business of an individual Direct Seller but also the reputation of the Company among the public, media, and government authorities. The following are illustrative examples of violations:

        47.1. Providing false or misleading information in the application form;

        47.2. Misrepresenting the Company, its business model, or its products;

        47.3. Breaching any provisions of the Agreement;

        47.4. Breaching any provisions of this Policy Document;

        47.5. Failing to meet the eligibility criteria for appointment as a Direct Seller, as outlined in Section 3.

    48. Reporting Violations: Direct Sellers are encouraged to report any violations of the Business Documents by contacting the Company at grievance@nexussanghi.com . Reports should include all relevant information and supporting documentation. The Company will review the facts and take appropriate action as necessary.

    49. Company-Initiated Actions: The Company reserves the right to initiate suspension or termination of a Direct Seller’s business, even in the absence of a formal complaint. Before taking action, the Company will offer the Direct Seller an opportunity to explain or justify their conduct, unless the violation is of such severity that immediate termination is warranted.

    50. Enforcement Measures: To address violations of the Business Documents, the Company may implement the following measures:

        50.1. Impose a suspension period on the offending Direct Seller;

        50.2. Terminate the distributorship of the offending Direct Seller;

        50.3. Require the sale or assignment of the concerned distributorship;

        50.4. Mandate the dissolution of the concerned distributorship;

        50.5. Take any other action that the Company deems appropriate.

The Company’s decisions regarding enforcement measures shall be final and binding.

    51. Consequences of Termination: Termination of a Direct Seller entails the following on and from the date specified in the written notice issued by the Company:

        51.1. Loss of all rights, privileges, and benefits associated with being a Direct Seller;

        51.2. Cessation of all income generated after the termination date, except those from discounts on purchases made prior to the termination date.

    52. Upon termination, the Direct Seller must:

        52.1. Return all Company products and materials in good condition;

        52.2. Cease the use of all trademarks, trade names, insignia, and other intellectual property associated with the Company;

        52.3. Discontinue identifying themselves as a Direct Seller.

    53. Alternative Measures: Instead of immediate termination, the Company may opt to take corrective measures to encourage proper conduct, including but not limited to withholding or forfeiting commissions, awards, or other monetary benefits payable to the offending Direct Seller.

    54. Sale or Assignment of Business: If the Company requires a sale or assignment of a Direct Seller’s business, the following provisions will apply:

        54.1. The business will first be offered for sale or assignment to another eligible Direct Seller, following an order of priority established by the Company;

        54.2. The terms of sale will be outlined in a written agreement executed between the Company and the purchaser;

        54.3. The business will retain its position within the Hierarchy of Sponsorship and be designated as a subordinate business under the purchaser;

        54.4. Proceeds from the sale will be added to an incentive fund and distributed among eligible Direct Sellers, as determined by the Company.

    55. Dissolution of Business: If the Company elects to dissolve a distributorship, the business will be merged with the first qualified Upline sponsor in the Hierarchy of Sponsorship.

    56. No Limitation on the Company: The Company retains full discretion regarding the methods and timing of business disposition under clauses 54 and 55 above and is not restricted to the options specified in this Section.

15 | VOLUNTARY RESIGNATION OF A DIRECT SELLER

    57. A Direct Seller may voluntarily resign from their association with the Company at any time, with or without providing a reason, by submitting a signed resignation request in the format prescribed by the Company. By submitting a resignation, the Direct Seller acknowledges their understanding and acceptance of this policy and its associated terms.

    58. Resignations will only be deemed effective upon receipt, validation, and formal acceptance by the Company. Until the Company provides official confirmation of the resignation, the Direct Seller will continue to be recognised as active and will be bound by all obligations under the Agreement.

    59. Resignation during the Cooling-Off Period:

        59.1. A Direct Seller has the right to cancel their Agreement within thirty (30) days of its execution i.e., Cooling-Off Period by following the Company’s online cancellation process. The Direct Seller must notify the Company of their decision to resign within this period via email, registered letter, or speed post to the Company’s registered address or official email ID.

        59.2. During the Cooling-Off Period, the Direct Seller may return any unopened, unused, and resalable products purchased from the Company, subject to the Buyback, Return, and Refund Policy.

        59.3. If the Direct Seller has received any consideration or benefits from the Company during the Cooling-Off Period, they must return the same along with a formal repudiation letter. Repayments can be made via cash, cheque, demand draft, NEFT, RTGS, or any other approved payment method.

    60. Resignation After the Cooling-Off Period:

        60.1. A Direct Seller resigning after thirty (30) days of enrolment may return all marketable (unopened, unused, resalable, and unexpired products) or sales materials purchased from the Company.

        60.2. Returns and refunds will be subject to and processed in accordance with the Company’s Buyback, Return, and Refund Policy, after deducting any applicable setoffs or outstanding obligations.

    61. To initiate a return, the Direct Seller must:

        61.1. Submit a Product Return Form.

        61.2. Provide proof of purchase.

        61.3. Follow the prescribed return process and complete all required documentation.

    62. Shipping charges for the original purchase and the return will not be reimbursed. Bonuses, commissions, or other earnings previously paid on the returned products will be adjusted accordingly.

    63. Upon meeting all conditions and completing the required documentation, the Company will repurchase the returned inventory at the original purchase price, subject to necessary deductions for any outstanding dues.

    64. A resigning Direct Seller remains liable for any unpaid dues, pending obligations, or violations of the Company’s Business Documentation. The Company reserves the right to recover any outstanding amounts from the Direct Seller prior to processing their resignation or issuing refunds.

16 | QUALITY ASSURANCE 

    65. The Company is committed to ensuring the industry standards of quality and safety for its prepackaged, ready to cook and ready-to-eat food products, as detailed in its Quality Assurance document. Direct Sellers must ensure that all purchasers are informed of this policy at the time of purchase. 

17 | GRIEVANCE RESOLUTION MECHANISM

    66. The Company is committed to addressing grievances from Direct Sellers and Customers in a prompt, fair, and transparent manner. The Company shall resolve all grievances in line with the provisions of the Grievance Redressal Policy. All grievances must be made to the Company in a prescribed format and be supported with necessary information and material for the Company to investigate in the matter. 

18 | OTHER TERMS AND CONDITIONS

    67. The Company endeavours to provide accurate and reliable data through telephonic or online reports, including, but not limited to, personal and HOS activity. However, the Company does not guarantee the accuracy, completeness, or reliability of such data, as it may be affected by various factors, including but not limited to human or technical errors, the timeliness and accuracy of order processing, denial of electronic payments, product returns, and credit card chargebacks.

    68. All personal, Customer, and Point Value information provided by the Company is offered "as is," without any representations or warranties, whether express or implied.

    69. The Company and any individuals or entities involved in creating or transmitting the data shall not be held liable to any Direct Seller or third party for any direct, indirect, incidental, consequential, special, or punitive damages resulting from the use of or reliance upon personal, Customer, and organisation-related points information. This includes, but is not limited to, lost profits, bonuses, commissions, or opportunities.

    70. The Company reserves the sole and absolute right to amend the terms of the Agreement, as well as the prices of its products and services, at its discretion. By entering into the Direct Seller Agreement, the Direct Seller explicitly consents to any modifications or revisions implemented by the Company.

    71. The Direct Seller expressly consents to the Company's sole discretion to assign the Agreement, in whole or in part, to any affiliate, subsidiary, parent organisation, or any other entity.

    72. The Company shall not be held liable for failing to fulfil its obligations under the Agreement when such fulfilment becomes commercially impracticable due to events beyond its reasonable control. No claims may be brought against the Company in connection with such circumstances.

    73. No Agency Relationship

        73.1. A Direct Seller of the Company is a self-employed independent contractor, solely responsible for the management and operation of their business. This includes discretion over their work schedule, business methods, expenses, and time commitments.

        73.2. As an independent principal, a Direct Seller is not an employee, agent, franchisee, fiduciary, or beneficiary of the Company or any other Direct Seller. Consequently, they shall not be entitled to any employment benefits or claim any rights typically associated with employment.

    74. Right to Audit

        74.1. The Company reserves the right to audit and verify the accuracy of information provided by a Direct Seller. This includes but is not limited to financial records, sales reports, and adherence to the Company's policies.

        74.2. Any discrepancies or irregularities identified during such audits may result in corrective actions, including but not limited to:

    (a) Withholding of payments;

    (b) Suspension of distributorship;

    (c) Termination of the Direct Seller’s Agreement.

    75. Payment Terms

        75.1. Compensation shall be paid by the Company in accordance with the payout eligibility criteria specified in the Compensation Plan, provided the Direct Seller adheres to the terms and conditions of the Agreement.

        75.2. All payments related to commissions, discounts, returns, or refunds shall be processed exclusively through bank transfers in favour of the Direct Seller, named as the primary Applicant as per the details provided in the direct seller application or as subsequently updated in writing by the then primary Applicant.

        75.3. The designated bank account must be opened and operated in compliance with Indian laws, including applicable foreign exchange regulations.

    76. Governing Law and Dispute Resolution

        76.1. This Business Document and any related matters shall be governed by and construed in accordance with the laws of the Republic of India, without regard to conflict of law principles.

        76.2. The parties shall make all reasonable efforts to resolve disputes amicably through mutual discussions within 30 days of the dispute arising.

        76.3. Any unresolved dispute, difference, or claim shall be referred to arbitration under the provisions of the Indian Arbitration and Conciliation Act, 1996. The following terms shall apply:

    (a) The venue of arbitration shall be Indore, Madhya Pradesh.

    (b) The arbitration proceedings shall be conducted in English or Hindi;

    (c) The arbitrator’s decision shall be final and binding on all parties.

        76.4. Subject to the arbitration clause above, the courts of Indore, Madhya Pradesh, shall have exclusive jurisdiction over matters arising out of this Policy Document.

    77. Limitation of Liability

        77.1. The liability of the Company, whether arising from contract, tort, or any other cause, shall not exceed the lesser of:

    (a) The actual damages or losses determined by arbitration or any other dispute resolution mechanism, and

    (b) The total commissions earned by the Direct Seller in the six-month period preceding the date of the dispute.

        77.2. The Company shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of business, profits, or goodwill, even if the Company has been advised of the possibility of such damages.

    78. Indemnification. Direct Seller agrees to indemnify, defend, and hold the Company harmless from any claim, demand, action, prosecution, or liability, including associated costs and damages, arising out of:

        78.1. Any breach of this Business Documents by the Direct Seller;

        78.2. Any misconduct or violation of applicable laws, regulations, or Company Business Documents by the Direct Seller.

    79. The Company reserves the right to offset any amounts payable to the Direct Seller against any liabilities or obligations arising under this indemnity provision.

    80. This policy is binding on all Direct Sellers and is an integral part of the Company’s Business Documents. Any violation of the above provisions may result in corrective measures as deemed appropriate by the Company.