POLICIES AND PROCEDURES
1. GENERAL
These Policies & Procedures have been established to protect the Independent Distributor's business and the Company's best interests. These Policies and Procedures explain the relationship between each Tianshi Independent Distributor ("Distributor") and where the context so admits, joint Distributors and Tianshi ("Tianshi" "Tiens" or "the Company"). In any case where any provision contained in this manual is in conflict with the laws and regulations of the local country, the laws and regulations of that country shall prevail.
Unless the context otherwise requires, references to the singular shall include the plural and vice versa, references to any gender shall include all other genders, and references to "persons" shall include bodies corporate, unincorporated associations and partnerships. Headings are for ease of reference only and shall not affect the interpretation of this Agreement or of the clause to which they relate.
2. CODE OF ETHICS
The Distributor agrees to conduct his business according to the following Code of Ethics. This Code ensures high standards of integrity and professionalism throughout Tianshi's network of Distributors and protects the business image of the individual Distributor as well as the overall image of Tianshi.
The Distributor promises and agrees when conducting his business that he will:
a. Conduct himself and deal with customers and other Distributors with the highest standards of honesty, integrity and fairness and in accordance with the DSA code of conduct;
b. Be honest in all business dealings;
c. Represent Tianshi's products and services in complete accordance with the information contained in Tianshi literature and without making misleading product or service claims;
d. Represent Tianshi's Compensation Plan completely to all potential Distributors and without making any misleading or exaggerated income claims;
e. Make estimates of profits that are based on reasonable predictions for what an average Distributor would achieve in normal circumstances;
f. Represent that past earnings in a given set of circumstances do not necessarily reflect future earnings;
g. Not misrepresent the amount of expenditure that an average Distributor might incur in carrying on the business;
h. Not misrepresent the amount of time an average Distributor would have to devote to the business to achieve the profit estimated and not state that profits or earnings are guaranteed for any individual Distributor;
i. Never state or imply that a Distributor will build a Downline organisation for anyone else;
j. Never state that profits or earnings are guaranteed for an individual Distributor;
k. Never state that any consumer, business or government agency has approved or endorsed the Tianshi products, services or Compensation Plan;
l. Fulfil all obligations associated with sponsoring other Distributors, including training, motivation and support;
m. Familiarise himself with and abide by Tianshi's Policies and Procedures as amended from time to time and ensure that he at all times is operating in accordance with the most current version of the Policies and Procedures;
n. Familiarise himself with and abide by all laws, common laws, regulations and statutes of any country in which he conducts his Tianshi business.
3. BECOMING A TIANSHI DISTRIBUTOR
To become a Distributor, a Distributor Agreement must be read, completed in full and signed by the Distributor (including any joint Distributor see Section 3(f) below) and a Distributor Starter Kit purchased. The applicant acknowledges that he is obliged to familiarise himself with the contents of this manual and all other documents constituting the Agreement from time to time, and shall confirm that he has read and understood the contents of this manual and the Distributor Agreement, upon request by Tianshi. The Distributor Agreement should be returned as soon as possible by post to Tianshi. Upon acceptance by Tianshi, the Distributor details will be recorded on Tianshi's computer files. Tianshi reserve the right to reject any application for any reason whatsoever.
Eligibility requirements to become a Distributor are as follows:
a. A potential new Distributor can only be introduced to Tianshi by a current Distributor.
b The Distributor must have reached the age of 18 years and be resident in a country in which Tianshi is currently conducting its business. Any person regardless of sex or race can apply to be a Distributor, subject to any relevant local laws or regulations.
c. The Distributor position will be granted only for the country in which the Distributor is resident.
d. The Distributor will be allocated a Distributor ID Number. This number will be recorded on the Tianshi computer, together with the Distributors personal details obtained from the Distributor Agreement.
e. Except where two Distributors marry or register as a civil partnership after each has independently become a Distributor, Distributors may not have an ownership interest in or management control of more than one Distributor position, whether direct or indirect or whether as an individual or joint Distributor. Where two Distributors marry/register as a civil partnership, after each has independently become a Distributor, they can retain their individual Distributor status if they so wish. Alternatively one of them may decide to relinquish their Distributor status and join as a single Distributor in the direct Downline of their spouse/partner. In this situation the original line of sponsorship of the relinquished Distributor will be passed up to the original Upline automatically.
f. Couples who are already married or registered as a civil partnership and who wish to become Distributors are required to sign the same Distributor Agreement as joint Distributors. Their Distributor position will be deemed to be as joint Distributors under one sponsor, under which each person will be jointly and severally responsible for the actions of the other person. If a spouse or partner wishes to become a Distributor subsequent to the other person becoming a Distributor, he will be added as a joint Distributor to the existing Distributor position, upon written notification to Tianshi, and cannot hold a Distributor position in their own right. Couples who are married, or registered as a civil partnership agree that where one person dies, the other person will be considered as the sole Distributor and will inherit the rights and obligations accordingly. Should a spouse/partner not become a Distributor he does not have any rights pertaining thereto. Should he intend to become a joint Distributor they must obtain written consent from their spouse/partner before applying to Tianshi.
g. Tianshi will not accept as Distributors companies or other such legal entities. (Trading names are permitted). A partnership (other than one which consists of two persons who are either married or in a registered civil partnership) or a Limited Company, may not become a Distributor. No individual may participate in more than one (1) Distributor position in any form without express written permission from Tianshi.
h. No product or service purchase is necessary to become a Distributor.
4. INDEPENDENT BUSINESS RELATIONSHIP
a. Distributors are independent contractors and are not purchasers of a franchise. The Distributor Agreement between Tianshi and its Distributors does not constitute an employer/employee, agency, partnership or joint venture relationship. Distributors shall have no legal right or authority to bind Tianshi to any obligation or to make representations or warranties on behalf of Tianshi. The Distributor shall be responsible for filing all necessary tax returns and paying all applicable taxes, in relation to the Distributor's own business (See Section 5 ).
b. Any verbal or written statements made by the Distributor, as an independent contractor, with regard to Tianshi products or services and the Tianshi Compensation Plan must be based strictly on the written information issued by Tianshi, for example, in current Distributor and sales promotion literature. The Distributor is liable for all statements he may make which deviate from the above and shall indemnify Tianshi from any loss, damages, claims, costs (including legal fees or court costs) or fines arising from unauthorised representations made by the Distributor.
c. The Distributor is encouraged to determine his own hours of work, sales methods and sales operations, provided they comply with applicable laws and regulations. The Distributor is responsible for payment of all expenses incurred in the running of his Distributor business.
5. TAXES
As an independent contractor the Distributor shall be responsible for the filing of all necessary tax returns and registering for and paying all applicable taxes due in relation to the Distributor's business. This shall include (but not be limited to) the obligation to make, execute or file, all reports and obtain licenses (including, if applicable, VAT registration) as are required by law with respect to the Distributor Agreement and/or the acquisition, receipt, holding, selling, distribution or promotion of Tianshi products and services.
In the event that Tianshi is required to pay VAT on any payments due to the Distributor under the Compensation Plan, Tianshi reserves the right, subject to Customs & Excise approval, to self bill for such sums, in which event VAT shall only be paid to the Distributor if the Distributor is registered for VAT and provides Tianshi with a copy of his VAT registration certificate. If the Distributor, having been registered, becomes de-registered voluntarily or otherwise for VAT, he shall notify Tianshi in writing of the fact of such de-registration within fourteen (14) days of the de-registration taking effect. If Tianshi is obliged or liable to make any payment of VAT to the tax authorities as a result of the failure of the Distributor to notify Tianshi of de-registration for VAT then the Distributor acknowledges and agrees that Tianshi shall be entitled to recover from him the amount of such VAT by deduction from the Distributor's account with Tianshi or by any other means available to Tianshi from time to time.
6. CHANGES IN DISTRIBUTOR STATUS
a. Change of Name:
The trading name of the Distributor may be changed by forwarding written notification to Tianshi. Such notification must include the consent of any joint Distributor or partner.
b. Line of sponsorship:
The integrity of the lines of sponsorship is fundamental to Tianshi's functionality and success. Once a Distributor is sponsored Tianshi believes in protecting his relationship to the fullest extent possible. However, the following exceptions may be made at the sole discretion of Tianshi:
(i) By terminating the Distributor Agreement and remaining inactive for a period of six (6) months (which starts upon the date inactivity is notified to Tianshi) before re-applying under a different sponsor.
(ii) In the case of proven unethical sponsoring by the original sponsor.
(iii) With the written approval of the immediate five (5) Upline sponsors.
In the case of (ii) above the Distributor position will be transferred with any and all Downline intact.
c. Sale of a Distributor Position:
(i) A Distributor position or any rights ensuing there from may be sold or otherwise transferred by the Distributor subject to prior written approval from Tianshi (such approval not to be unreasonably withheld). In general no transfer agreement will be approved unless it includes:
" covenants by the seller not to solicit his immediate Downline for at least six months from the effective date of the sale; and
" a provision in which the parties agree upon the ownership of the inventory of the Distributor business upon the sale. Tianshi will not repurchase inventory from a person who sold his interest in a Distributor business.
(ii) Subject to prior approval from Tianshi (such approval not to be unreasonably withheld), the sale of the Distributor position must first be offered in writing to the Distributor's Sponsor. Should the Sponsor choose to purchase the Distributor position, the position within the group and its Downline will be collapsed and the Downline will be merged into the Sponsor's existing group.
(iii) Should the Sponsor decline the offer, the Distributor position must then be offered in the correct order and under the same terms to each of the seller's five (5) immediate Upline Distributors.
(iv) If the five (5) immediate Upline Distributors decline the offer, the Distributor position can then be offered to any person outside the Tianshi group fulfilling the eligibility requirements of becoming a Distributor (see Section 3). The purchaser must register into the selling Distributors sponsorship line.
(v) Where the Distributor position is offered to the Sponsor or Upline in accordance with (i) or (ii) above the Distributor must be notified within seven (7) working days as to whether the sponsor/Upline Distributor wishes to accept or decline the offer.
(vi) Where the sale is to person(s) who are not existing Tianshi Distributors, Tianshi must first receive the proposed Transfer Agreement, including terms of payment, and a signed Distributor Agreement, and payment for a Starter Kit from the purchaser of the Distributor position, as well as such further information and documentation as Tianshi shall require to evaluate the purchaser, terms of sale, and such other matters which Tianshi shall deem relevant or necessary for the exercise of its right of approval.
(vii) No Distributor may buy or sell a Distributor position to an existing Distributor other than as described in Sections c (ii) and (iii).
(viii) The seller may not reapply to become a Tianshi Distributor or purchase another Tianshi Distributor position for a period of six (6) months from the date of the sale or transfer of the Distributor position.
d. Marriage:
Should two existing Distributors marry or register as a civil partnership, they may elect to maintain their separate Distributor position or for one Distributor to become a joint Distributor in the spouse's/partner's Distributor business PROVIDED that the Distributors are part of the same group.
e. Divorce:
Upon divorce of married joint Distributors, or the legal separation of a civil partnership, Tianshi must be notified as to which former spouse/partner will assume ownership of the Distributor business as determined by agreement between the parties or by an order of a court of competent jurisdiction.
A change in the ownership of the Distributor position will not take place until Tianshi receives a copy of the divorce documentation, or evidence of the end of a civil partnership. Should the party who does not assume ownership of the Distributor position desire to remain a Distributor, he may do so by submitting a new Distributor Agreement at the time the divorce/separation documentation is submitted to Tianshi but may not purchase an existing Distributor position or become a partner in an existing Distributor business. He shall then be entered as a new Distributor under the original Sponsor.
If there is any question over the disposition of the Distributor business or the income from the Distributor position, Tianshi may suspend the Distributor position and hold all commissions and/or bonuses until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.
Should the couple be unable to reach agreement on who should take over the distributorship following their divorce/separation then the following shall apply:
" If both parties did not jointly apply to Tianshi to register their business, even though in practice both ran the business, then the party who actually signed the application form will remain the relevant Distributor. Tianshi may decide that the other party qualifies for half of the bonuses generated within the 6 months inactive period. The other party will be able to apply as a sole Distributor following a 6-month inactive period.
" If both parties did jointly operate the business officially, but agreement cannot be reached within 10 days following the notification of their divorce/separation to Tianshi, Tianshi may temporarily freeze any bonus payments generated until agreement can be reached between the parties.
Under no circumstances will Tianshi divide a Downline organisation or split or apportion bonus or commission cheques or payments between spouses/partners.
f. Separation of Joint Distributors:
If Distributors operating their business jointly or as a partnership (other than as a married couple or registered as a civil partnership) wish to dissolve their jointly held position or partnership then Tianshi must be notified as to which of the former joint Distributors or partners will assume ownership of the Distributor business as determined by agreement between the parties or by an order of a court of competent jurisdiction. A change in the ownership of the Distributor position will not take place until Tianshi receives a copy of documentation evidencing agreement between the parties as to the dissolution of their relationship or a court order. Should the party who does not assume ownership of the Distributor position desire to remain a Distributor, he may do so by submitting a new Distributor Agreement but may not purchase an existing Distributor position or become a partner in an existing Distributor business. He shall then be entered as a new Distributor under the original Sponsor.
If there is any question over the disposition of the Distributor business or the income from the Distributor position, Tianshi may suspend the Distributor position and hold all commissions and/or bonuses until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction. Under no circumstances will Tianshi divide a Downline organisation or split or apportion bonus or commission cheques or payments between joint Distributors.
g. Inherited Distributor Businesses
Upon the death of a Distributor, the rights of the Distributor are passed on to the rightful heir(s) provided he shall be eligible to accept the Distributor position subject to the responsibilities stated in, and on the terms and conditions of, the Distributor Agreement, as if he were a party thereto and providing final payment of sums due (if any) under the Distributor Agreement have been made. Tianshi reserves the right to suspend the Distributor position until receipt of documentation evidencing the entitlement of the heir to the deceased's Distributor position.
If the business is jointly owned by a married couple and one spouse dies, the other will automatically inherit the rights of the business. Where the business is owned by a deceased individual:
" Tianshi may assign a temporary manager to run the business. Tianshi may pay the temporary manager all/or part of the income earned during this period.
" Within 60 days following his appointment, the temporary manager must, where a legal heir has been specified by the deceased, assist the heir to apply as a Distributor and transfer all responsibilities to him. Where there is more than one heir, they must elect one person to run the business but the income will be allocated between them as they so agree. If they cannot agree upon who should run the business Tianshi may sell the business and the resulting profit be passed to the personal representative to distribute in line with the will.
" Where no heir is specified, the temporary manager may appoint another person to run the business until the end of its authorised period. This person must be a Distributor or successfully apply to be a Distributor. Tianshi may pay this person all/or part of the income earned during this period.
h. Incapacity of a Distributor:
Upon the incapacity of a Distributor, the rights and responsibilities of the Distributor can be assumed by a person authorised by a power of attorney who may handle the Distributor's affairs even though he may himself hold a Tianshi Distributor position. Tianshi reserves the right to suspend the Distributor position until receipt of documentation evidencing the authority of the person authorised by a power of attorney.
7. DISTRIBUTOR WISHES TO END HIS AGREEMENT
If a Distributor terminates his Distributor Agreement at any time by notifying Tianshi in writing, the Distributor's organisation will be transferred to his Sponsor. He must wait six (6) months from the date of termination of the Distributor Agreement before reapplying to become a Distributor.
8. DISTRIBUTOR'S RIGHTS AND RESPONSIBILITIES
a. Tianshi grants to the Distributor in accordance with the terms of the Distributor Agreement the non-exclusive right to sell and promote Tianshi products and services. Distributors may promote products and services, and sponsor new Distributors only in countries in which Tianshi operates and in which the Distributor is authorised by Tianshi to conduct his Distributor business.
b. Distributors are entitled to, subject to these Policies and Procedure Rules:
" receive Tianshi literature and other communications
" participate in Tianshi sponsored support, service, training, motivational and recognition functions (subject to applicable charges)
" participate in promotional and incentive competitions and other Tianshi sponsored programmes.
Tianshi reserve the right to disqualify a Distributor from participating in the aforementioned events, for any reason whatsoever.
c. All Distributor Agreements expire annually on the anniversary of the date of acceptance of the Agreement by Tianshi or such other date as Tianshi determines. Each Distributor is required to renew its Distribution Agreement annually, prior to the expiration date set by Tianshi. Distributor Agreements may be renewed by completion of a renewal form together with payment of the annual renewal administration fee and postmarked no later than the expiration date set by Tianshi. Tianshi reserves the right in its sole discretion to accept or reject a renewal application and to waive the renewal fee (or to debit it from any due commission).
d. A Distributor must obey all laws and regulations of the country he resides in, in particular with regard to direct selling. He shall not involve himself in any illegal business matter or activity, which may jeopardise Tianshi's reputation.
e. When conducting any activities relating to Tianshi the Distributor must identify himself as a Tianshi Distributor and show his ID card. In all circumstances the Distributor must fully comply with this manual, the TBP and any other Tianshi rules and procedures, including any subsequent amendments thereto. Tianshi can amend all rules and procedures at its discretion. Such amendments will be communicated to Distributors in such manner as Tianshi shall reasonably determine.
f. Distributors must order products directly from Tianshi or its authorised agent offices.
g. Distributors must demonstrate the product to the customer before their first purchase and explain the usage, methods and precautions that are supplied with the products.
h. Distributors shall promptly inform Tianshi of any serious complaints received from the customers of his network. The Distributor shall also provide Tianshi with all relevant correspondence associated with the complaint.
i. In order that all Distributors are fairly treated, all Distributors can sell or display products in Tianshi designated agent offices. However, they must not sell products in schools, shops, stalls, leisure grounds, auctions, organised societies or any similar locations.
j. Distributors must not sell products or recruit new Distributors via a door-to-door method. Distributors must not promote the TBP in a public area.
k. Distributors must not use telemarketing methods, faxes, flyers, posters, large quantity mailing or any other broadcasting method to promote sales.
l. Distributors must not use other profession's names or reputations to promote products. They may not pressure others into being sponsored.
m. Distributors must not overstate benefits or use any other misleading methods to promote products.
n. Distributors must not distort a product's price, specification, quality, characteristics, ingredients, origin or condition to promote sales.
o. Distributors must not sell non-Tianshi products using the Tianshi name or methods of sale. Also they must not export or allow others to export Tianshi products without Tianshi's prior written agreement.
p. A Distributor must not use his network to sell other services such as, insurance, taxation, properties, and investments etc, which compete with those of Tianshi.
q. Distributors of 3 stars and above cannot be distributors for any other direct selling companies, whilst they are Tianshi Distributors, as they would be in possession of extremely confidential information concerning Tianshi. If Distributors who are 3 stars and above are discovered to be so involved in other direct selling companies, Tianshi may suspend their distributorship.
r. Any meetings or seminars involving Distributors must follow Tianshi's rules. The meetings must be for the purpose of training Distributor(s) and/or promoting the Tianshi products and business only.
s. Whilst conducting Tianshi business, Distributors must not promote their own political or religious beliefs.
t. Any Distributor who owns their own networking centre or trademarks must inform Tianshi and accordingly they can only be used for promoting products following Tianshi's written approval.
u. When a specific network needs to be identified from other networks 'Tianshi Distributors' should also always be clearly stated.
v. Distributors must not promote themselves as being agents, employees or partners of the Tianshi Corporation.
w. Distributors must not use any means to threaten or intimidate other members of Tianshi.
x. Distributors must ensure to the best of their ability that Tianshi are not sued due to their negligence. Distributors accordingly acknowledge that they will indemnify Tianshi against any losses, being either monetary, to their reputation or legal costs caused as a result of the Distributor's actions or omissions.
9. REPRESENTATIONS MADE DURING SALES
The Distributor agrees to give a true and fair description of Tianshi products, services and programmes in all discussions with customers, fellow Distributors and potential Distributors. This obligation to give a true and complete representation shall include the following points:
a. Policies and Procedures and Compensation Plan
The Distributor shall neither misstate, nor omit any essential details regarding the Tianshi programme. On presentation of a Distributor Agreement the Distributor shall provide each potential Distributor with a copy of the current Policies and Procedures and the Compensation Plan and other relevant documentation.
In discussions with potential Distributors, the Distributor will ensure that the following points are made clear:
" The Tianshi programme is based on the sale of Tianshi products and services to end customers.
" Distributors will not be successful merely by sponsoring other Distributors without endeavouring to sell products or services themselves.
" Turnover from product sales are the sole source of bonus payments.
" Exclusive or undue emphasis on sponsoring is not permitted.
b. Income Representations:
The Distributor shall not make any exaggerated representations as to potential income to be realised by prospective Distributors or disclose their Tianshi income (including the showing of cheques, copies of cheques or bank statements) when presenting the Tianshi opportunity or the Tianshi Compensation Plan except as set out in official Tianshi literature.
c. Product/Service Claims:
The Distributor shall not make claims about Tianshi products or services other than those found in current company literature or on packaging labels. In particular Distributors may not make claims that Tianshi products have therapeutic or curative properties or that they are useful in the cure, diagnosis, mitigation or prevention of any disease or condition.
d. Non Disparagement:
In setting a proper example for their Downline, Distributors must not disparage other Tianshi Distributors, Tianshi products or services, the Tianshi Compensation Plan, Tianshi employees or officers.
e. Distributor Starter Kits:
A Distributor Starter Kit is an essential training tool, which every Distributor should read and understand thoroughly. The Distributor must advise all prospective Distributors that a Distributor Starter Kit must be purchased prior to or at the time of signature of the Distributor Agreement.
The Distributor Starter Kit includes the Policies and Procedures, the Compensation Plan and other essential literature, and product and service information.
All Distributors shall forward to Tianshi any forms and applications they receive from other Distributors or customers on the next business day after the day on which the forms or applications are signed.
10. SPONSORING
a. Every Distributor must have his own Sponsor. It is a requirement that the prospective Distributor will tender his application to become a Distributor to the first Distributor who presented him with the complete Tianshi business opportunity or has done meaningful work with him. A Distributor shall neither unduly influence the prospective Distributor nor offer as enticement exaggerated prospects with regard to possible income or business development in order to gain a new Tianshi Distributor.
b. Tianshi recognises as a Sponsor the name shown on the first Distributor application to be legally signed, dated and recorded in Tianshi's computer system.
c. Following instructions from Tianshi, or according to this manual, Distributors must provide training for his sponsored Distributors periodically. Where a Distributor provides training for his Downline he shall ensure that the only equipment/tools used belong to Tianshi. Any Distributor meetings held will not involve a charge to the Distributors attending.
d. Before sponsoring anyone a Distributor must honestly explain the TBP and manual, including emphasizing the responsibilities involved (especially paragraph 3 of the manual).
The Distributor can only ask the potential distributor to sign an application form if the TBP has been fully explained. The Distributor must explain the following:
" the qualification of becoming a Distributor;
" the TBP;
" the importance of attending Tianshi meetings;
" this manual;
" obligations and responsibilities of being a Distributor;
" the Compensation Plan;
" types, prices, functions, qualities and uses of the products; and
" procedures for resignation.
e. A Sponsor must ask whether the potential Distributor and/or partner have been a Distributor before. If he has, the Sponsor must follow the procedures stated below.
f. A Sponsor must ensure that the new Distributor fully understands the product ordering procedures.
g. When a Distributor who has been sponsored intends to resign, the Sponsor must assist him with the resignation procedure, including any product returns. A Sponsor must respect the Distributor's decision to resign.
h. A Sponsor must encourage his Distributors to participate in meetings and other activities held by Tianshi, although he cannot force the Distributor to attend.
i. A Sponsor must encourage his Distributors to research thoroughly and wisely use publications or printed materials, recorded audio and visual aids made by Tianshi and conduct the Tianshi business accordingly to the guidelines stipulated in such sales aids.
j. Under no circumstances can a Distributor (either directly or indirectly) assist, encourage or interfere with another Distributor leaving his current network to move to a new network.
k. When a Distributor voluntarily resigns he is not allowed to participate in any Tianshi activities for at least 6 months. Should the Distributor be moving networks or Sponsor, he must also remain inactive for the first 6 months following his move. Inactive means a total stopping of conducting and participating in any Tianshi activities and at the same time being unable to purchase products for re-sale, but can do so for personal use. He cannot participate in any stage of sales, he cannot explain the TBP to others or participate in any sponsoring meetings, training courses or other activities organised by Tianshi.
l. A Distributor must follow the rules stated in paragraph k (above) and p (below) to change his Sponsor. He cannot sponsor any Distributors himself, or he himself be sponsored again, until after his 6 month period of inactivity.
m. During the 6 month period of inactivity should an ex-Distributor still be a Tianshi Distributor in another Tianshi market, he can still conduct Tianshi activities in that other market. This will not affect his reapplication as a Distributor after the expiry of the 6 month inactive period.
n. If a Distributor breaches the provisions of paragraphs k, l and m, Tianshi have the right to take disciplinary action against him. This includes suspension and transferring to the original line of sponsorship of all his Downlines, all of his qualifications and sales volume achieved during the period of breach.
o. If a Sponsor discovers a Downline has breached the provisions of paragraphs k, l and m, he must report the breach to Tianshi within 6 months of the violation, otherwise he will lose his right to recourse.
p. Tianshi will try to maintain stability and does not encourage Distributors to change networks at will. Tianshi will carefully consider any request for change and the following provisions will apply:
" A Distributor is prohibited from having two or more Tianshi businesses, if they do Tianshi will only recognise the first business as being the valid one and take disciplinary action if they see fit.
" Tianshi reserves the right to reject any application for change of sponsorship.
11. INTERNATIONAL SPONSORING
Any Distributor in good standing with the Company can sponsor Distributors in countries other than the country in which the Distributor is registered provided that Tianshi is operating in that country. The newly sponsored Distributor should be registered in his country of residence and Distributor Agreements should be obtained valid for the home country of the newly sponsored Distributor.
The Distributor will be responsible for making returns and payment of all applicable taxes in countries other than his country of registration where appropriate.
A Distributor sponsoring internationally must familiarise himself with the laws, regulations and Tianshi's policies and procedures for the country in which he is sponsoring.
Tianshi reserves the right to permit international sponsorship in future foreign markets from time to time subject to any conditions that Tianshi shall deem appropriate to impose.
Any Distributor conducting his Tianshi business in a country other than that in which he is resident and registered as a Tianshi Distributor, shall comply with the local DSA code in the country in which he is conducting business. If there is no local DSA, the Distributor shall comply with the requirements of the World Federation of Direct Selling Associations.
12. TIANSHI MEETINGS - EXPLAINING THE TBP
a. When inviting others to attend a Tianshi meeting about TBP, a Distributor must stress that the meeting is a business opportunity presentation (OPP). The Distributor must answer honestly concerning the contents of the meeting and not give any misleading information such as:
" implying he wishes to employ the others as Tianshi staff;
" implying this is a 'get-rich quick' scheme;
" inviting the others to what appears to be a purely social activity;
" implying only a marketing survey is to occur; and/or
" stating that the meeting will deal with financial/tax/investment issues only.
b. The Distributor must honestly state that the Tianshi Corporation is purely responsible for the TBP, that the products belong to Tianshi and that Tianshi will remain ultimately responsible for its distribution territory.
c. When explaining the TBP, a Distributor must:
" explain the legal relationship between Tianshi and its Distributors;
" not exaggerate his personal wealth or incomes and privileges received from Tianshi;
" not disparage other direct selling organisations;
" not imply that the benefits arise mainly from sponsoring others. They must clearly state that the sale of products is of utmost importance and emphasise that a Distributor is not obliged to sponsor others;
" explain that products have to be sold continuously and a courteous service be provided at all times in order to obtain income and bonuses;
" explain that profit and income from the past and present can only be used as an estimate of what could be achieved in the future. He can use his own experience as an example and that of other Distributors after their permission is obtained; and
" only refer to achievements (such as holidays and buying houses) which a Distributor can realistically expect to earn through having a realistic income.
13. TRADEMARKS
Tianshi has certain trademarks, service marks, trade names, slogans, symbols, and colour schemes, which are proprietary. Except for marketing materials, sample products, and advertising provided or sold to Distributors by Tianshi, the Distributor shall not use or display such trademarks, service marks, trade names, slogans, symbols, and colour schemes without Tianshi's prior written permission.
14. ADVERTISING
a. General
(i) Distributors are permitted to advertise Tianshi products, services or business subject to the prior approval of advertisement copy from Tianshi. Please allow at least ten (10) working days for approval. All advertisements must state clearly that the Distributor is a Tianshi Distributor. A copy of all reproduced articles must be forwarded to the marketing department of Tianshi for their records.
(ii) Distributors are prohibited from using or authorising others to use Tianshi trademarks, service marks, trade names, slogans, symbols, and colour schemes in advertising in a manner that would suggest or imply that they are employed by or are agents of Tianshi. This includes in the Distributors car, other than by way of stickers distributed by Tianshi.
b. Literature and Sales Aids:
(i) The copyright in all Tianshi promotional material, whether printed matter or audio-visual items, shall remain the property of Tianshi at all times and may not be reproduced in whole or in part either by the Distributor, nor shall the Distributor permit any other persons to do so without the express written consent from Tianshi. Television and radio broadcasts by Distributors in connection with their Tianshi business are prohibited.
(ii) Distributors may not advertise on any electronic mail media, including but not limited to the Internet, without prior written approval by Tianshi. No Distributor may independently design a website that uses the names, logos, product or service descriptions of Tianshi nor may a Distributor use "blind" advertisements on the internet making product, service or income claims which are ultimately associated with Tianshi products, services or the Tianshi Compensation Plan.
(iii) Distributors are expressly prohibited from the production, use or distribution of printed matter or audio-visual material which makes reference to the content, characteristics, or properties of Tianshi or Tianshi products or services which has not been provided directly by Tianshi. This prohibition is not limited to print, audio, internet or video media.
(iv) Distributors may not record or reproduce materials from any materials from any Tianshi corporate function event or speech, without the prior written consent of Tianshi.
(v) Distributors may not record or reproduce or copy any presentation or speech by any Tianshi spokesperson, representative, speaker, officer, director or other Distributors without the prior written consent of Tianshi.
(vi) Distributors may not produce, sell or distribute literature, films or sound recordings which in any way resemble those produced, published, and supplied by Tianshi to its Distributors. Distributors may not purchase, sell or distribute non-Tianshi materials, which in any way suggest or imply that such materials originated from Tianshi.
(vii) Any and all support materials e.g. promotional items are to be sold and distributed only by Tianshi or Tianshi approved vendors.
(viii) Distributors must not use the names of any individuals or companies associated with Tianshi, including but not limited to or any other vendor's names in any advertising and/or promotional materials of any kind, without the express written permission of Tianshi. Further a Distributor may not contact directly or indirectly or speak to or communicate with any representative of any vendor, supplier or manufacturer of Tianshi except at a Tianshi sponsored event at which the representative is present at the request of Tianshi.
(iv) Any display advertisements or institutional or trademark advertising copy other than covered in the foregoing rules must be submitted to Tianshi and be approved in writing by Tianshi prior to publication.
c. Telephone Answering Messages:
All Distributors are independent contractors. When answering the telephone or leaving a message on the answering machine, this must be done in such a manner as to avoid any possible mistaken assumption on the part of the caller that he is speaking directly to Tianshi or that the Distributor is employed by or is an agent of Tianshi.
d. Telephone Directory Listing:
Distributors may be listed in the official telephone directory or in any business/commercial telephone directory as follows:
Tianshi Independent Distributors,
Smith, Jane and John
Address/Telephone Number.
or:
Smith, Jane and John
Tianshi Independent Distributors,
Address/Telephone Number.
e. Freephone Numbers
Freephone telephone number listings must not contain any reference to Tianshi.
f. Media
All publicity material originated by Distributors or replies to enquiries from newspapers, magazines or any other print media must be submitted to Tianshi for approval prior to publication. Please allow ten (10) working days for approval.
g. Stationery and Business Cards
Any printed Distributor materials including business cards must be approved by Tianshi in advance of printing and must indicate that the Distributor is a Tianshi Independent Distributor.
h. Labelling and Packaging
Distributors may not re-label or alter the labelling of Tianshi products, nor repackage or modify the packaging thereof in any way.
i. Telephone Marketing
Use of the Tianshi trademark, trade names or any of its product or service trade names or any copyright material on computer networks, facsimile machines, automatic answering machines or similar devices for the purpose of recruiting potential Distributors or customers is prohibited.
j. TV Shopping Channels, etc.
Other than as permitted in (a) above Tianshi does not allow direct response promotion or advertising for Tianshi products or services through the print media, radio, television, direct mail, mail order companies, leaflets, catalogues, annual directories or any other form of unsolicited direct response promotion or advertising. This restriction does not apply to the recruitment of Distributors.
k. Miscellaneous
(i) No advertising of any description is allowed within a country, prior to and including the official commencement date of corporate sales and distribution.
(ii) Tianshi does not permit the inclusion of product or service pricing or pricing promotions in advertisements.
(iii) Those Distributors who have achieved the rank of Six (6) Star or higher may produce individual sales, marketing and support materials to market and promote Tianshi, the Tianshi opportunity, the Tianshi products or services, the Tianshi Compensation Plan or their Tianshi business. Any Distributor who has achieved the rank of six (6) stars or above who wishes to produce his own marketing materials must submit a copy of the proposed materials to Tianshi for review and approval before he may use the information to promote his business or the Tianshi opportunity. Upon receipt of the proposed material Tianshi will review the information to determine the appropriateness of the material's form and content. Tianshi will promptly notify the six (6) Stars or higher-ranking Distributor in writing regarding the Company's decision to approve or disapprove the material for use in promoting or supporting his Tianshi business activities. Six (6) Star and higher ranking Distributors may only use those sales, marketing and support materials that Tianshi has expressly approved. Six (6) star and higher-ranking Distributors must not sell these materials to any third parties without Tianshi's prior written approval. All advertising copy, direct mailing, radio, TV, newspaper and display copy must be approved in writing before being disseminated, published or displayed with the exception of blind advertisements where no reference is made to the Tianshi opportunity, Tianshi names or product or service names.
15. CONVENTIONS AND TRADE SHOWS
Before proceeding with an exhibit at a convention or trade show, Distributors must apply to Tianshi in writing for permission. Tianshi will not permit more than one Distributor to exhibit at a trade show. Each Distributor is responsible for contacting the appropriate local authorities regarding any required permit or like document with regard to participation in a trade show and/or convention. If a permit or like document is required, a copy of the document must be submitted to Tianshi for its permanent records. Distributors may not sell or promote Tianshi products or services or the business opportunity at farmer's markets, flea markets or garage or car boot sales, or any such similar event.
16. RETAIL OUTLETS
Tianshi does not permit the sale or promotion of Tianshi products or services in retail outlets. Proprietors of such establishments may, however, be sponsored as Tianshi Distributors, but promotion of Tianshi products and services may not be effected on the retail premises. This policy ensures that all Tianshi Distributors have an equal opportunity in the promotion of Tianshi products and services.
A Tianshi Distributor with his own retail premises may display Tianshi literature and demonstration products for the purpose of creating interest in the products, services and in the Tianshi programme. However, no Tianshi product may be stored or sold on the actual retail premises. Contact with potential Distributors for further sponsoring activity should be affected off the premises. Tianshi products or services may not be displayed in any retail outlet if competitive products or services are sold or promoted in the outlet.
17. CROSS LINE SPONSORING
In consideration of the granting of the Distributor position the Distributor agrees that for the duration of the Agreement, and after the expiry or termination of the Agreement for a period of six (6) months, the Distributor shall not take or encourage any action, the purpose or effect of which would be to circumvent, breach, interfere with or diminish the value or benefit of Tianshi's contractual relationships with any Tianshi Distributors, including in particular, cross line sponsoring of Distributors into another network marketing business opportunity. Without limiting the generality of the foregoing, for the duration of the Agreement and after the expiry or termination of the Agreement, for a period of six (6) months, the Distributor agrees not to cross line sponsor, and in particular the Distributor agrees not to directly or indirectly, contact, solicit, persuade, sponsor or accept any Tianshi Distributor into, or in any way promote opportunities in marketing programmes of any direct sales company other than Tianshi or to cease being a Tianshi Distributor.
18. SALES RECEIPTS - CUSTOMER'S RIGHT TO CANCEL TRANSACTION
All Distributors must honour any request by a customer to cancel any transaction for the sale of products or services within 14 calendar days of the sale and to provide the customer with a retail sales receipt for any sale giving him notice of the right to cancel the transaction, and in all other respects comply with applicable consumer protection legislation. Tianshi produce retail sales receipt forms, which can be used for this purpose.
19. STOCK
The success of the Tianshi business opportunity is based upon retail sales to the end consumer. Distributors must only purchase reasonable quantities of product for their own personal use or for direct retail sales. Distributors are not required to hold their own stock of products.
Tianshi products can only be ordered in accordance with the procedure set out in the Starter Kit as amended from time to time.
a. Sales to consumers:
Although the primary purpose of the Tianshi opportunity is to sell products and services to the general consuming public, Tianshi realises that its Distributors may purchase products or services for their own use.
b. Excessive Stock:
The accumulation of excessive quantities of stock is strictly prohibited. Any Distributor found to be building up excessive quantities of stock, or encouraging others to do so, will be the subject of investigation by Tianshi. As a result of this investigation, Tianshi may decide to suspend or terminate the Distributor as it sees fit. Excessive stocking of products occurs when a Distributor purchases or encourages another Distributor to purchase product quantities in excess of the amount recommended for personal use or for direct retail sales.
A Distributor may not purchase stock from Tianshi unless he has first sold at least seventy per cent (70%) of previously ordered stock. By placing an order the Distributor certifies to Tianshi that he has sold the said seventy per cent (70%) of previously ordered stock. Tianshi reserves the right to require the Distributor to prove that stock has been sold to the required level and to carry out random checks of the Distributors retail sales receipts.
c. Maximum Purchases by New Distributors:
Tianshi shall not accept from a new Distributor any payment or undertaking to make a payment of any sum exceeding ?200 unless seven (7) calendar days have expired from the commencement of their agreement.
20. SALES AND DELIVERY CONDITIONS
a. General:
All deliveries of products by Tianshi are in accordance with the conditions below. The supply of services promoted by Tianshi shall be subject to the terms and conditions applicable to each service and notified to the Distributor on the Service Request or Order Form. Any amendments, alterations or sub-agreements (in particular if such amendments etc. should alter or be inconsistent with these conditions) will only be recognised by Tianshi as valid on submission of written confirmation signed by an authorised signatory of Tianshi.
b. Product/Service Range, Prices and Alterations:
All Tianshi deliveries are affected exclusively on confirmation of the order in writing. All product ranges remain subject to alteration.
From receipt of the order to date of dispatch, Tianshi reserves the right to alter the construction, design and colour of products, or the specification of services provided that such alteration is not extreme and is acceptable to the purchaser.
All prices are in pounds sterling (?) and include packaging.
c. Delivery:
Where no specific and binding delivery/supply date has been agreed, all delivery/supply dates then set by Tianshi are seen as not binding. The delivery period only commences when the Distributor has clarified all dispatch details. The delivery date is met when the products have left Tianshi's warehouse or when the Distributor has been notified that the goods are ready for dispatch prior to the date agreed. Shipment is normally by Tianshi's regular carrier. Shipments can only be made to a street address. Shipments cannot be made to a PO Box. Time of delivery shall not be of the essence.
Shipping costs shown on the order form apply to all locations in Turkey. Occasionally a carrier may lose a shipment. If you suspect your order has been lost please contact Distributor Services. Please wait a minimum of seven (7) working days before you assume the order is lost. If your product is received damaged or your order is incomplete, please contact the head office.
d. Payment:
Payment for product/service orders may be made by cash, credit card, or bank account debit.
i) Cheques must be made payable to Tianshi for the full amount including any VAT and shipping or handling charges. Any cheque, which is returned, may result in the suspension of the Distributor.
A ?15.00 fee will be added to the Distributors account in respect of each returned cheque and may be deducted from bonus or commission due to the Distributor.
ii) If payment is by credit card, the card must belong to the Distributor receiving the shipment. You should provide the card type, name on the card number and expiry date upon payment.
e. Retail Refunds
In the event of a faulty or defective product being received, if a retail customer requests a refund the Distributor who sold the product to that customer is responsible for refunding any monies owed. The product in question must then be returned to Tianshi who will replace the product or refund to the Distributor the wholesale price paid by the Distributor.
f. Liability:
(i) Sale of products to the Distributor
Tianshi's liability arising in connection with the sale of goods to the Distributor shall be limited to:
" any liability which Tianshi may have for death or personal injury resulting from Tianshi's negligence or willful misconduct; and
" repair or replacement of defective products.
Other than as expressly provided in this Section 20 Tianshi shall not be liable in respect of any loss or damage of any kind which may arise in connection with products delivered by Tianshi, greater than the price of the products in question
(ii) Sales to Consumers
Tianshi holds product liability insurance, which provides Tianshi and Distributors with protection against claims by consumers in respect of the supply of products and services. Tianshi must be given immediate written notification of any such claim and all details pertaining thereto. This coverage will not protect a Distributor if unauthorised representations or claims are made by the Distributor involved nor does it affect issues of liability arising from the sale of products by Tianshi to the Distributor.
21. RETURN AUTHORISATION NUMBER
Prior to return of stock for repurchase, the Distributor must contact Tianshi and obtain a termination package to complete. The Distributor will subsequently be issued with a Return Authorisation Number (RA). The RA must be shown on each consignment returned. Products returned without the RA will not be repurchased by Tianshi and will be returned to the Distributor at his own expense.
22. PAYMENT OF REFUNDS
Payment of refunds will be made in the same form as the original payment i.e. if the purchase was made on the Distributor's credit card then the payment will be in the form of a credit to the credit card account.
23. CUSTOMER ENQUIRY PROCEDURE
In the case of enquiries made by a customer directly to Tianshi without reference to a Distributor, Tianshi will endeavour to ascertain whether a Distributor initiated the contact with Tianshi. If the Distributor did initiate the contact, the person making such enquiry will be requested to contact the Distributor in question.
Enquiries resulting from the media or other advertising of Tianshi or Tianshi products or services without any personal contact with a Distributor will be passed on in a rota system, as decided by Tianshi, to active Distributors who operate in the vicinity of the enquirer.
24. QUALIFYING FOR BONUS
In order to receive Bonuses or Commissions, the Distributor must comply with the following obligations:
a. To fulfil his obligations regarding sponsoring of other Distributors (see Section 10) and;
b. To fulfil the qualification requirements as set out in the Compensation Plan.
25. PAYMENT OF BONUS
a. Telephone orders placed with Tianshi and paid for by closing time of the Tianshi office on the last business day of the month, will qualify for bonus eligibility in that month or such other times as determined by Tianshi from time to time.
b. Tianshi reserves the right in its sole discretion to change the last business day of the month.
26. POLICIES AND PROCEDURES VIOLATIONS
In order to protect the integrity of Tianshi's Distributor network and the business environment in which Tianshi operates, the Distributor on discovering or suspecting a violation of the Policies and Procedures, should first discuss the problem with the other Distributor. If this does not resolve the problem it should be reported to his Upline to resolve the issue at a local level. If the matter cannot be resolved, it should be reported in writing to Tianshi including details of the date, location and nature of the violation and the identity of the Distributor alleged to be in breach.
The Distributor alleged to have violated the Policies and Procedures may be suspended in accordance with Section 27 and required by Tianshi, in writing, to respond to the allegations within a period of ten working (10) days. On receipt of the Distributor's response, the Tianshi Compliance Department will investigate and review the submissions and determine what action is appropriate to be taken. Please note that violations of the same nature with regard to different Distributors may be treated differently by Tianshi.
Where violations are proven or are not refuted by the Distributor in question, this may result in a written warning, suspension, the imposition of fines or the termination of the Distributor Agreement (see Sections 26, 27 and 28). The Distributor hereby agrees that where a breach of Policies and Procedures is determined, and a fine imposed, Tianshi shall be entitled to deduct the amount of such fine from his account with Tianshi.
The actions taken by Tianshi can include:
" preparing a notice to the Distributor. The notice will describe the reasoning behind the decision to monitor or discipline the Distributor as well as the description of the punishment to be imposed. If training has been recommended, the details of this will also be included. The notice can be sent to one or more Distributors depending upon how many are so affected;
" re-training, which can either be organised by the Distributor (with Tianshi's supervision) or should the Distributor fail to so organise, by Tianshi itself. If the Distributor chooses to organise the training, he must submit a copy of the training programme to Tianshi for approval in writing beforehand. The programme must state the date, time and venue for the training as well as the recommended presenter and number of participants. When attending the training the participants must sign a register of attendance which will be forwarded to Tianshi. The Distributor who organises the training must also report the results of the training to Tianshi in writing. Tianshi can send any staff it chooses to the training if it so wishes.;
" suspending the Distributor from participating in any activities relating to sponsoring;
" suspending the Distributor receiving any and all commissions/incentives during a monitored period; and/or
" temporarily withdrawing honours, ranks and statuses.
If Tianshi is satisfied with the result of monitoring and/or retraining then the monitoring and/or retraining will cease and all benefits suspended will be resumed. All expenses incurred as a result of the monitoring and/or retraining will be deducted from any commission/bonuses retained by Tianshi during this period.
If Tianshi decides that the monitoring and/or retraining has failed Tianshi can either extend the period, take further corrective measures or stop the monitoring and/or retraining, and terminate the Agreement with the Distributor instead.
Tianshi shall notify the Distributor in writing of any determination. The Distributor will then be allowed twenty one (21) days, from the date of the notice of determination, in which to appeal the disciplinary action in writing to Tianshi. Appeals should be made to the Appeals Committee, which shall hear any such appeals once per calendar month.
27. SUSPENSION
Tianshi shall be entitled to place a Distributor on suspension, for a period of up to ninety (90) days. Should allegations, which have been made against the Distributor, be proved, Tianshi reserves the right in its sole discretion to determine the period of suspension. The right of a suspended Distributor to receive compensation from Tianshi ceases immediately from the date of suspension through to the end of the suspension period.
A suspended Distributor must cease selling Tianshi products, sponsoring Tianshi Distributors, using Tianshi promotional materials, trademarks, trade names, service marks, logos and colour schemes, representing himself as a Distributor, attending Tianshi meetings or act in any way, which may be adverse to the business of Tianshi or its Distributors.
At the expiry of the suspension period the Distributor shall be reinstated to good standing with the Company or where the suspension is for violation of Policies and Procedures (See Section 26) the Distributor Agreement may be terminated in accordance with Section 28.
28. TERMINATION
The Distributor Agreement shall be effective from the date of acceptance by Tianshi, by issue of a Distributor ID Number, for one (1) full year. It may be renewed by the Distributor and Tianshi according to the terms of the Distributor Agreement provided that the Distributor Agreement may be terminated by Tianshi by seven (7) days notice in writing for any breach of its provisions or violation of any of the Policies and Procedures which is proven or not refuted in accordance with the procedure set out in Section 26, or by either party with or without cause or reason at any time during the initial term or any renewal term upon not less than thirty (30) days written notice.
Tianshi may terminate the Agreement if (for example) the Distributor:
" provides false information to Tianshi in any respect in relation to the Distributor Agreement (including the Distributor not signing the agreement himself);
" seriously breaches the Agreement, this manual and/or the policies and procedures;
" commits any breach which Tianshi has requested be rectified, but which has failed to be so rectify within the period specified; and/or
" is convicted of any crime or breach of any laws and regulations of the Distributor's country of residence involving moral turpitude on his part, or becomes liable to any term of imprisonment.
A notification of termination will be sent to the latest address for the Distributor held by Tianshi, state details of the violation and state the date termination is effective. It will also specify a Distributors right to appeal the decision by contacting the Appeals Committee, in accordance with Section 29.
A Distributor who has terminated his Distributor Agreement or whose Distributor Agreement has been terminated by Tianshi must wait six (6) months from the date of termination before reapplying to become a Tianshi Distributor. The right of a terminated Distributor to receive compensation from Tianshi ceases immediately from the date of the termination.
A terminated Distributor must stop sponsoring Tianshi Distributors, using Tianshi promotional materials, trademarks, trade names, service marks, logos and colour schemes representing himself as a Tianshi Distributor, attending Tianshi meetings, or act in any way which may be adverse to the business of Tianshi or its Distributors.
On termination of the Distributor Agreement the existing Downline of the Distributor moves up. Notwithstanding the foregoing Tianshi reserves the right, following the Distributor's termination for whatever reason to hold open his Distributor position. Upon termination of the Distributor Agreement, all genealogy reports in the possession of the Distributor shall be returned to Tianshi.
The Distributor must stop using all Tianshi trademarks and no longer introduce himself as a Tianshi Distributor. Upon termination the Distributor will also lose his status and honours accordingly.
29. REVIEW BY APPEALS COMMITTEE
A Distributor who is being monitored or disciplined or who has been terminated, can write to his local Appeals Committee to review the decision within fourteen (14) working days after receiving notification from Tianshi.
The Distributor must provide relevant evidence as and when requested by the Committee. The Committee will decide upon the strength of the evidence provided. The Distributor will be provided with a copy of any evidence sent by the Tianshi Corporation to the Committee with regard to the matter.
The Committee will advise the Tianshi Corporation of its decision with regard to maintaining, cancelling or amending the decision. However, the Tianshi Corporation will have the final say with regard to the termination of a Distributor. The Committee will notify the Distributor of its final decision and any measures, actions, and /or reasons associated with it.
30. TIANSHI PRODUCT REPURCHASE POLICY
The Distributor Agreement may be terminated by Tianshi or the Distributor with or without cause or reason at any time upon not less than fourteen (14) calendar days written notice or by Tianshi at its sole discretion by seven (7) calendar days notice in writing for any breach of its provisions or violation of any of the Policies and Procedures, the procedure for such termination to be in accordance with the provisions set out in section 28 of these Policies and Procedures.
The Distributor has the right within a period of 14 (fourteen) days, of entering into the Agreement to cancel the Agreement without penalty by written notice of termination and to return the Starter Kit and any products purchased within that period and which remain unsold provided that such unsold goods are in the condition in which they were in at the time of purchase, (whether or not their external wrappings have been broken) and to require Tianshi to refund an amount equal to 100% of any monies paid in respect of such Starter Kit and products.
Except where the obligation on the Distributor is specified to apply after termination of the Agreement in respect of non-competition in accordance with the Agreement, the Distributor shall be released from all future contractual liabilities toward Tianshi on termination of the Agreement at any time.
31. TIANSHI PRODUCT REPURCHASE POLICY - Where the Distributor terminates the Agreement
Where the Distributor terminates the Agreement more than fourteen (14) days after entering into it, the Distributor shall have the right to return to Tianshi any products the Distributor has purchased within a period of ninety (90) days prior to such termination and which remain unsold and to receive from Tianshi the following:
a. where the Distributor has terminated the Agreement, the price (inclusive of VAT) which the Distributor paid for the products, less
(i) in the case of any products, the condition of which has deteriorated due to an act or default on the part of the Distributor, an amount equal to the diminution in their value resulting from such deterioration; and
(ii) a reasonable handling charge;
b. where Tianshi has terminated the Agreement, the price (inclusive of VAT) that the Distributor paid for the products, together with any costs incurred by the Distributor for returning the products to the Company;
c. any such refund shall be on terms whereby the purchase price is payable upon delivery of the products or if the products are already held by Tianshi forthwith; and:
d. any such refund shall be on terms whereby the products not already held by Tianshi will be delivered within twenty one (21) days of such termination at Tianshi's expense to the address set out in the Agreement.
Tianshi shall be entitled to request proof of ownership, e.g. sale receipts for the products that the Distributor requires Tianshi to buy back in accordance with the Agreement.
32. TIANSHI PRODUCT REPURCHASE POLICY - Where the Distributor or Tianshi terminates the Agreement
Where either the Distributor or Tianshi terminates the Agreement more than fourteen (14) days after entering into the Agreement, the Distributor shall have the right to return to Tianshi any products the Distributor has purchased more than ninety (90) days but within one (1) year prior to such termination and which remain unsold and to receive from Tianshi ninety per cent (90%) of the price (inclusive of VAT) paid by the Distributor for the purchase of those products, less:
(i) an amount equal to any commission, bonuses or other benefits (in cash or in kind) received by the Distributor in respect of those products;
(ii) any amounts due from the Distributor to Tianshi on any account; and
(iii) a reasonable handling charge, provided that such products have not been purchased or acquired by the Distributor in breach of the Agreement, the Distributor returns such product to Tianshi in an unused commercially resalable condition not more than fourteen (14) days after the date of termination, and Tianshi did not clearly inform the Distributor that the items were seasonal, discontinued or special promotion products which were not to be subject to the provisions of this section 32 of the Policies and Procedures.
33. TIANSHI PRODUCT REPURCHASE POLICY - Bonuses and Commissions
The Distributor understands and agrees that Bonuses or Commissions paid within the preceding one hundred and twenty (120) days on products returned by Distributors, in his Downline, may be deducted from his account with the Company at any time where a Distributor in his Downline terminates his Agreement or is terminated by Tianshi.
34. CONFIDENTIALITY
On a regular basis, Tianshi will provide customer information, financial information and other information and reports regarding the Distributor's Downline, product turnover and product compilation.
This information is strictly confidential and is the express property of Tianshi, and is imparted to the Distributor in good faith. The Distributor agrees that he will not use or disclose or permit the use or disclosure of such information either directly or indirectly to any third party. The Distributor and Tianshi agree that such confidential information would not be made available to the Distributor in the absence of such confidentiality agreement as decided by Tianshi.
35. DATA PROTECTION
This policy describes Tianshi's duty of care in relation to the collection and use of data, and in relation to Distributors with regard to the data that is held by it. In this respect, Tianshi is committed to:
" Obtaining and processing personal data or the information constituting personal data fairly;
" Ensuring personal data is accurate and, where necessary, kept up-to-date;
" Keeping personal data for only one or more specified lawful purpose;
" Not using or disclosing personal data in any manner incompatible with such lawful purpose;
" Ensuring that personal data is adequate, relevant and not excessive in relation to such purposes;
" Not keeping personal data for longer than is necessary for such purposes; and
" Taking appropriate security measures against unauthorised access or alteration, disclosure or destruction of personal data and against any accidental damage, loss or destruction.
The Distributor acknowledges that he has been informed by Tianshi that the information which he gives to Tianshi (including information relating to himself, his address and other details) will be retained by Tianshi on a computer database and will be used by Tianshi for the purposes of calculating the marketing commissions payable and for the performance of the Tianshi business.
The Distributor also acknowledges that Tianshi may disclose this information in connection with such purposes to other members of Tianshi, which may be situated inside or outside the EU and to other persons and, in particular, may disclose it to other Distributors as part of Tianshi's Genealogies. The Distributor consents to Tianshi retaining, processing and disclosing the information referred to as set out above.
36. SEVERABILITY
If at any time any term or provision in these Policies and Procedures shall be held to be illegal, invalid or unenforceable in whole or in part under any rule of law or enactment such term or provision or part shall to that extent be deemed not to form part of these Policies and Procedures but the enforceability of the remainder of these Policies and Procedures shall not be affected.
37. NON-PERFORMANCE
Tianshi shall not be responsible for delays and failures in performances , where performance is made commercially impracticable due to any circumstance beyond Tianshi's reasonable control. This includes, without limitation, strikes, labour difficulties, riot, war, fire, death, curtailment of Tianshi's usual source of supply, and/or government decrees or orders.
38. NOTICES
All notices to be given pursuant to the Distributor Agreement and the Policies and Procedures shall be deemed to have been properly given by:
a. Sending the notice by first class post addressed to the Distributor at the last address on file with Tianshi or to Tianshi at its registered office or its principal offices in the United Kingdom; or
b. Delivery by hand, or by a recognised overnight delivery service.
39. VARIATIONS
Tianshi expressly reserves the right to make alterations or amendments to prices, to the Distributor Agreement, to the Policies and Procedures and to the Compensation Plan. Where the alteration is to the determent of the Distributor, prior notice shall be given by means of a notice on Tianshi's web site.
40. NON-WAIVER
Failure of Tianshi to exercise any rights stated in the Distributor Agreement, this manual, the Policies and Procedures and other relevant documentation shall not constitute a waiver of Tianshi's right to demand exact compliance therewith and waiver by Tianshi of any breach in such documentation shall not constitute a waiver of any prior, concurrent, or subsequent breach by the Distributor.
41. GOVERNING LAW
The terms and provisions of the Distributor Agreement, this manual, the Compensation Plan and the Policies and Procedures and all other relevant documentation and any dispute arising there under shall be governed by English law and the Distributor and Tianshi hereby submit to the jurisdiction of the English Courts. |
