Distributor Agreement

1. This agreement

This agreement is between you and us ("we", "us"). [COMPANY LEGAL NAME] is a company registered in [PLACE OF REGISTRATION] with registration number [REGISTRATION NUMBER]. Our directors are [DIRECTORS]. Our physical address, which is also the address at which legal documents may be served on us, is [REGISTERED ADDRESS]. Telephone: [CONTACT PHONE]. Email: [CONTACT EMAIL]. Website: [WEBSITE ADDRESS]. VAT registration number: [VAT NUMBER].

It applies from the moment you join the referral network, and it applies together with our Terms of Use, Privacy Policy, Terms of Sale and Income Disclosure.

You must be at least 18 years old. By joining you confirm that you have read and accept this agreement and the Income Disclosure. We record the versions you accepted and when, and you may ask us for a copy of that record.

2. Joining is free and nothing must be bought

There is no fee to join and no fee to stay in the network. You are not required to buy any product, any starter kit or any stock, and you are not required to recruit anyone.

You are never paid for recruiting a person. Commission is earned only on the sale of products to real customers and distributors.

3. Your status

You are an independent participant. You are not our employee, agent, partner or franchisee, you may not bind us or speak on our behalf, and you are responsible for your own costs, taxes and compliance with the law.

4. Your network, country and currency

Each country we serve has its own network and its own currency. You belong to the network of the country whose store you joined from, and you can only join using a referral code from that country.

Only orders placed in your network's store and currency count for you. An order you place, or that is placed through your link, in another country's store does not count.

You may hold one position only. A position cannot be sold, transferred or shared without our written consent.

5. Placement

The network is a binary structure: each distributor has a left leg and a right leg. When you join, the person who referred you (your sponsor) decides whether you are placed in their left or right leg, either by choosing a leg or by leaving placement on automatic, which uses the leg with less sales volume. If the first position in that leg is taken, you are placed in the next open position beneath it.

A placement is permanent. It cannot be changed after you join, by you, by your sponsor or by us, except to correct an error or fraud.

You control where people who use your referral code are placed in the same way.

6. How commission is earned

Sales volume is the price paid for products, after discounts and excluding tax and delivery charges.

Volume is created by a product order from a distributor in your network, and by a product order from a guest or customer who used a distributor's referral link. An order credited to a distributor counts as volume for everyone above that distributor, on the leg it sits in. Your own orders, and orders placed through your own link, count for the people above you and not for your own legs.

Volume only counts once 30 days have passed since the order was paid without it being refunded. This 30-day period is fixed and is not changed by the network rules described below.

Commission is worked out for each calendar week (Monday to Sunday, UTC). For each week we add the new volume on each of your legs to any volume carried over from earlier weeks, and pay commission on the smaller of the two totals at the rate in the network rules in force for your network for that week. Volume on the larger leg that was not matched is carried over to the next week while those rules allow carry-over.

The network rules for each country are published by us in numbered versions and are shown on your network page. They set the commission rate, any maximum commission for a week, and whether unmatched volume is carried over. We may change them. A change applies only to weeks that begin after it is published and never to a week that has already started, and volume already carried over is kept when the rules change. If you do not accept a change you may leave the network as described in section 10.

7. Refunds, reversals and clawbacks

If an order is refunded before its volume has been counted, it never counts.

If an order is refunded after its volume has been counted, we reverse it: we recalculate the affected weeks without that volume. Commission that has not yet been paid is corrected. Commission that has already been paid and is no longer earned is a clawback: it is a debt you owe us, and you agree that we may deduct it from any commission that later becomes payable to you until it is repaid.

While a refunded order in a week is waiting to be reversed, commission for that week may be held.

8. Payment of commission

Commission becomes available once the week has closed. Available commission is paid in batches that we approve and settle, to the bank or mobile money account you have given us and that is in your own name, in your network's currency.

We may ask for proof of identity and account ownership before paying, and may withhold payment until we receive it. We will deduct any tax we are required by law to withhold. You are responsible for declaring and paying your own tax on commission.

9. What you must not do

• Do not state or imply that anyone will earn a particular amount, or any amount. Any statement about earnings must be accompanied by our Income Disclosure.
• Do not describe the network as an investment, a savings scheme or a way to earn from recruiting.
• Do not ask or pressure anyone to pay to join, or to buy products in order to join, qualify or stay active.
• Do not buy, or encourage others to buy, products mainly to generate volume rather than for genuine use or resale to real customers.
• Do not make claims about products that we have not published, especially health or medical claims.
• Do not send unsolicited messages, or use anyone's personal information without a lawful basis.
• Do not use our name or trade marks other than to share product links and your own referral link.
• Do not create more than one position, or use another person's identity or payment method to place orders.

10. Leaving, suspension and termination

You may leave the network at any time by writing to [CONTACT EMAIL]. There is no penalty for leaving. Your rights as a customer for products you have bought, including your rights to return them, are not affected.

We may suspend your position while we investigate a suspected breach, and may close it if you breach this agreement, act fraudulently, or bring us into disrepute. Where the breach can be put right we will give you notice and a reasonable chance to do so first.

When a position is closed, commission that was properly earned and is available at that date will be paid, less any clawback you owe. No further commission is earned. The position remains in the structure so that other distributors are not affected.

11. Changes to this agreement

We publish each change as a new numbered version with an effective date, and will ask you to accept it before you continue to use your network account. If you do not accept a new version you may leave the network as described in section 10.

12. Liability, governing law and disputes

Nothing in this agreement limits any right or liability that the law does not allow to be limited. Subject to that, we are not liable for loss of expected earnings, and our total liability to you under this agreement is limited to the commission properly payable to you.

This agreement is governed by the law of the country of your network, and the courts of that country have jurisdiction. Please raise any dispute with us first at [CONTACT EMAIL].

13. Terms you should read carefully

The law requires us to draw your attention to any term that limits our liability, makes you responsible for a risk, or requires you to compensate us. In this agreement those are:

Please read them carefully. By ticking the acceptance box you confirm that these terms were brought to your attention before you joined.

• section 5, under which your placement in the network is permanent;
• section 7, under which commission you have been paid can become a debt you owe us, which we may deduct from later commission;
• section 8, under which we may withhold payment until you prove your identity, may deduct tax, and you are responsible for your own tax;
• section 10, under which we may suspend or close your position;
• section 12, which limits our liability and says which country's law and courts apply.

14. This is not a pyramid or multiplication scheme

Section 43 of the Consumer Protection Act 68 of 2008 in South Africa, and the Consumer Protection Act [Chapter 14:44] in Zimbabwe, prohibit pyramid schemes and similar schemes in which people are paid mainly for recruiting others.

In this network no one pays to take part, no one is paid for introducing another person, and all commission comes from the genuine sale of products to people who want them. You must never present or operate the network in any other way.

If anyone asks you to pay to join, offers to pay you for recruiting, or tells you that you must buy products to qualify, report it to us at [CONTACT EMAIL].

15. Rules when you sell or promote

You must follow the consumer and data-protection law of your network's country whenever you promote products or the network.

In South Africa this includes:

In Zimbabwe this includes dealing fairly and honestly and never making a false or misleading statement, as the Consumer Protection Act [Chapter 14:44] requires, and contacting people and using their personal information only as the Cyber and Data Protection Act [Chapter 12:07] allows.

You are responsible for any loss we suffer because you broke these rules.

• telling anyone you approach directly that they may cancel within five business days, as sections 16 and 32 of the CPA require;
• not approaching consumers for direct marketing at home on Sundays or public holidays, on Saturdays before 09:00 or after 13:00, or on other days before 08:00 or after 20:00, unless they have asked you to;
• respecting any request not to be contacted, and any block the person has registered against direct marketing;
• sending marketing by email, SMS, WhatsApp or similar only to people who have agreed to receive it from you, as section 69 of POPIA requires, and always saying who you are and how to opt out;
• never making a false, misleading or exaggerated statement about a product, a price or what someone could earn.

16. Tax

Commission is your income. You are responsible for registering with the tax authority where the law requires it, declaring your commission and paying the tax due on it.

In South Africa the tax authority is the South African Revenue Service (SARS). In Zimbabwe it is the Zimbabwe Revenue Authority (ZIMRA).

Where the law requires us to deduct tax from commission before paying it, including where you have not given us tax information or a tax clearance the law requires, we will deduct it, pay it to the tax authority, and give you a record of the deduction.

17. Where and how you are paid

Commission is paid only in your network's currency and only to an account in your own name in your network's country: South African rand in South Africa, United States dollars in Zimbabwe. We do not pay commission across borders or in another currency.