Distributor Aggrement

ASCLECARE WELLNESS PRIVATE LIMITED

REG. PLOT NO. 277 , TAGORE NAGAR D.C.M.

MAIN AJMER ROAD, JAIPUR ,RAJASTHAN, 302021

Distribution point agreement

This DISTRIBUTION AGREEMENT is made between

ASCLECARE WELLNESS PRVATE LTD. , a companyincorporated under the company’s act and have its Registered office in PLOT NO. 277, TAGORE NAGAR D.C.M., MAIN AJMER ROAD, JAIPUR, RAJASTHAN, 302021 JAIPUR, having CIN U52399RJ2022PTC081985 and

Mr./ Ms.-

Name (DISTRIBUTOR CODE)

MCA no.

Address

PAN no.

(Hereinafter called the “DISTRIBUTOR” wherein the expression also includes heirs, executors, administrators, and legal representatives of the sole proprietor) of the other part.

WHEREAS

1. ASCLECARE appoints “DISTRIBUTOR” for sale of the products through Distribution point at an approved location in lieu of which the DISTRIBUTOR would be entitled for a subsidiary of _. there can be a change in the % of this subsidy as per the business requirement from time to time.

2. The party of the other part is an existing valid active consultant with ASCLECARE and has achieved minimum accumulated performance bonus level of given % with an approved status of KYC/NEFT & PAN which is a prerequisite to be appointed as “DISTRIBUTOR”.

3. The other party had understood the policies and procedures and agrees for the appointment as the “DISTRIBUTOR” to distribute the product.

4. ASCLECARE has agreed to appoint the party of the other part as the “DISTRIBUTOR” to distribute its product on terms and conditions set out herein.

NOW THIS AGREEMENT WITNESSSETH AS FOLLOWS:

1. Appointment of “DISTRIBUTOR”

That Asclecare hereby appoints the party of the Other Part as the “DISTRIBUTOR” and the party of the Other Part agrees to act as the “DISTRIBUTOR” of Asclecare products on the terms and conditions stipulated hereunder. Allotment of DISTRIBUTOR is subject to Asclecare’s approval and discretion; decision of Asclecare will be final and binding.

2. Effective Date of Agreement

This agreement is effective from the date on which DISTRIBUTOR code is allocated by Asclecare Wellness.

3. Basis of the Agreement

The relationship between the parties shall be that of principal to principal and not that of principal and agent notwithstanding anything to the contrary that may be contained in this agreement or any correspondence or letters between the parties hereto.

4. Right to appoint other “DISTRIBUTOR”

Asclecare shall have the right

(i) To appoint other “DISTRIBUTOR” in respect of all or any of the Products in the town in which the “DISTRIBUTOR” is situated.

(ii) To sell all or any of the Products to any other persons at any time in the said town to whom Asclecare wishes to sell.

5. Location of Distribution Point & Requirements

5.1 Location of Distribution Point should be accessible and decently approachable. DISTRIBUTOR must operate from approved location only (after verification of address proof and location photo). If any violation of this condition is found, DISTRIBUTOR will be liable to be terminated.

5.2 Change in DISTRIBUTOR address/location would be subject to company’s approval only after due submission of necessary documents by DISTRIBUTOR on support ID & DISTRIBUTOR Executive/ASM. Any change in address would require Regional Head’s approval.

5.3 DISTRIBUTOR would be responsible to apply for Trade License as per applicable law and would be liable for any financial implication/penalty, in case of any non-compliance.

6. Training, Certification and Survey of “DISTRIBUTOR”

6.1 Once the DISTRIBUTOR Code has been allotted, DISTRIBUTOR will have to undergo a Training and Certification program that would be organized on quarterly basis. A certificate would then be issued to each DISTRIBUTOR who would attend the Training and its record would be updated as Certified Asclecare DISTRIBUTOR. DISTRIBUTOR would be required to display this certificate at his Distribution point at all times. It would be mandatory for all existing and new DISTRIBUTOR owners to go through, complete and pass the validation of Asclecare DISTRIBUTOR Trainingand to be certified and stay active.

DISTRIBUTOR shall start its Operations by taking products of minimum value as in the table above, against its DISTRIBUTOR code. The products/stocks may be decided by DISTRIBUTOR owner. Products will be billed to DISTRIBUTOR.

6.2 On every order invoice, a survey link would be sent to consultant basis which a DISTRIBUTOR owner can be rated on his services. Each quarter, our top-rated DISTRIBUTOR’s details would be published on Web and they would be recognized as per prevailing reward scheme. At the outset, necessary action would also be taken against all the DISTRIBUTOR Owners whose star rating is continuously low.

6.3 By default the details of DISTRIBUTOR (Name, Code, Telephone and Address) shall be published on Asclecare Website (Store Locator), for any request/change/omission pertaining to display of personal details on Website neeDistributor to be requested to Asclecare in writing with reason.

7. Stock and DISTRIBUTOR Audit

7.1 “DISTRIBUTOR” should keep stock of “Asclecare Products” as mutually agreed. DISTRIBUTOR is also required to cooperate in stock exercise/ audit, done from time to time by Asclecare Executive.

7.2 DISTRIBUTOR would undergo a periodic Audit varying from Monthly/Quarterly & Annual visits by Asclecare Executive or any appointed third party to ascertain that book stock matches the physical stock, DISTRIBUTOR is maintained and operated as per policy/code of ethics and would solely be responsible for any financial implication/penalty arising out of any irregularity.

7.3 All models of DISTRIBUTOR would be required to maintain the minimum self-stock at all times, or to replenish same within a period of 07 days, failure to which would attract alerts from Asclecare and repeated offenders would be suspended.

7.4 DISTRIBUTOR Executives would also conduct monthly DISTRIBUTOR Audits to ascertain the DISTRIBUTOR location, Branding, up-keep, Self-Stock, billing and other DISTRIBUTOR Operations.

7.5 The trade stock billed during DISTRIBUTOR Opening i.e., Zero BV Stock is considered as the investment stock/money, hence there is no return/exchange of any non-saleable/expired products at DISTRIBUTOR.

7.6 At any point, no product replenishment would be done from WH/MSC with an expiry less than 3 months and all products with expiry of 3 months or more can be sent to DISTRIBUTOR’s in replenished stock.

Note- This doesn’t apply to stock clearance sale products.

** The discretion on above remains with Asclecare after assessing the circumstances.

8. Reimbursement for picking up stock from Medicare Service Centre (MSC)/Warehouse

In case the DISTRIBUTOR picks up stocks from the assigned MSC/warehouse on its own, DISTRIBUTOR will be reimbursed @ Rs.10 per kg of stock picked up from MSC/Warehouse.

8.1 DISTRIBUTOR’s need to ensure that they pick up their stock from MSC between a maximum period of 72 working hours, failure to which, shipment may then be sent via courier and the invoices would change from Self Pick up to Courier mode and would not benefit the DISTRIBUTOR with the INR10/KG clause.

8.2 During Self Pick up, DISTRIBUTOR NeeDistributor to ensure that all compliances pertaining to E-Way or any other documentation in order to avoid any penalty from GST Enforcement Team as the accountability would remain with the DISTRIBUTOR.

8.3 Any repeated trend in not picking the stocks from WH/MSC (ordered for self-pick up within timeline) would be evaluated and can also attract suspension of self-pick-up option from DISTRIBUTOR Dashboard.

9. Shortage/Damage and GooDistributor return

9.1 Details of shortages/damaged/leaked products received through courier in unsealed/damaged condition should be mentioned on the courier receipt copy (POD), a copy of this POD, packing list, damaged products with complete details of order, product/qty (for shortage as well) should be reported to support- [email protected] within 24-48hrs of receipt of Order and obtain your Service Request Number.

9.2 In case Shipment is received intact, however, shortage/damage has been found inside, then complete details of Order; Product name/quantity of shortage/damage with a copy of packing list/damage product should be reported to support- [email protected] within 24-48 hrs of receipt of Order and obtain your Service Request Number.

10. Responsibilities of “DISTRIBUTOR”

(i) To obtain from the consultants the orders for the Asclecare products to effect sale from Asclecare Wellness to the Consultants.

(ii) To Receive consideration from the consultant and transmitting the order and consideration to Asclecare Wellness

(iii) Once the order is ready for dispatch at Asclecare, to receive the order either through physical pickup from Asclecare Wellness location or through courier

(iv) To store the orders picked up or received from Asclecare as per Asclecare Wellness instructions at DISTRIBUTOR location till the same is picked-up by Consultant

(v) To furnish security as per agreement to safeguard the interest of AsclecareWellness against the value of Asclecare Wellness goods Distributor at DISTRIBUTOR point before delivery to the Consultant.

(vi) To make the ordered quantity available to consultant.

(vii) To facilitate replacement/damaged/defective product as per Asclecare Wellness policy (For all Orders placed from DISTRIBUTOR).

10.1 It will be DISTRIBUTOR’s responsibility to service/deliver the products to the Consultants maximum between 24-48 hours of order taking if products are available in stock at DISTRIBUTOR location, or alternatively within 24-48 hours of receipt of stock after ordering.

10.2 DISTRIBUTOR will ensure regular billing through Asclecare Wellness, processing orders quickly as and when order is received; and will ensure that the orders are converted into invoices and BV is generated on the correct MCA number immediately. DISTRIBUTOR will ensure that any billing that is accepted from consultant is converted into Order Invoices on real time basis, any loss to consultant like loyalty miss etc. due to negligence in billing/not doing timely billing will account for DISTRIBUTOR’s liability to compensate the consultant or debit to DISTRIBUTOR or as advised by Asclecare Wellness.

10.3 Offers should be informed to Consultants; free products under the offer must be issued to Consultant

10.4 DISTRIBUTOR will offer service to any Asclecare Wellness Customer or Consultant who walks into your premises, whether the person is from your own network or from cross line network. Further DISTRIBUTOR will entertain the consultant from cross line network only for supply of gooDistributor and refrain from poaching/enticing.

10.5 It will be the responsibility of DISTRIBUTOR to ensure Asclecare Wellness Branding is in place at all times.

10.6 DISTRIBUTOR will ensure that all Asclecare Wellness products are kept in order/systematic way and Code of Ethics are displayed at all times.

10.7 You will display DISTRIBUTOR Opening/Closing timings and shall adhere to it at all times.

11. Payment options for funDistributor deposit by “DISTRIBUTOR”

Various modes of payment available with the “DISTRIBUTOR” are listed below:

11.1 DISTRIBUTORs Virtual account– The company has tied up with IDBI bank under which company will open a virtual account with IDBI bank for every DISTRIBUTOR. The account number shall be intimated by the Company to the DISTRIBUTOR. The funDistributor can be transferred by DISTRIBUTOR owner into company’s bank account using net banking facility from their bank account. This is the recommended mode since it would be faster way of processing of the orders.

11.2 Direct Deposit- DISTRIBUTOR can deposit funDistributor by visiting any of Asclecare Wellness Bank Accounts by visiting the nearest branch:

11.3 DISTRIBUTOR can also use his/customer credit card/net banking to make transactions

12. Business Promotion, Code of Ethics and Business Rules

In terms of the present agreement the “DISTRIBUTOR” reiterates his commitment to work in promoting Asclecare Wellness's business, bran Distributor, products and goodwill. In furtherance of the same the “DISTRIBUTOR” agrees to support and assist Asclecare Wellness in the brand/product promotion exercises undertaken from time to time, through sales promotion

exercises/schemes/contests/trade discounts/ and also upon Asclecare Wellness instructions to build and/or maintain a prominent display of all bran Distributor of Asclecare Wellness's products in his premises and in the markets covered by the “DISTRIBUTOR”.

12.1 DISTRIBUTOR will ensure to maintain the price integrity of all products.

12.2 DISTRIBUTOR will not create pages, websites, accounts or other online sites to sell Products.

12.3 DISTRIBUTOR will not offer discounts or promote special promotions which are not being offered by Asclecare Wellness.

Above is not an exhaustive list of rules and are only part of key elements of Code of Ethics that may attract suspension of DISTRIBUTOR in case of any breach.

12.4 It is mandatory for DISTRIBUTOR to prominently display in the DISTRIBUTOR location, Code of Ethics and Rules of Business available on Web, which nee Distributor to be availed from Asclecare Wellness at the time of DISTRIBUTOR opening.

12.5 Retailing or selling Asclecare Wellness products on e-commerce would attract immediate suspension.

13. Statutory obligations

The “DISTRIBUTOR” shall discharge all statutory obligations cast upon him including those under indirect taxation statutes and shall forthwith, upon request, furnish the returns/proof/declarations forms in respect thereof to Asclecare Wellness, failing which, any consequential liability accruing to Asclecare Wellness, Asclecare Wellness shall be at liberty to adjust appropriate and/or recover the amounts from the “DISTRIBUTOR”.

14. Secrecy / Confidentiality

14.1 The “DISTRIBUTOR” undertakes that all information, arising out-off and in the course of this agreement, pertaining to the sale of the products, including formal recor Distributor, summaries and reports, shall be treated as confidential information. The “DISTRIBUTOR” shall use its best endeavor to ensure that the employees who have authorized access to such information shall keep it confidential and in secrecy.

14.2 The “DISTRIBUTOR” further undertakes that the “DISTRIBUTOR” shall take all reasonable precautions to protect the confidential information and neither the “DISTRIBUTOR” nor his employees who have access to the confidential information shall use, produce, copy, translate, sell, distribute in whole or any part or summation of the confidential information except to the extent necessary for performance of their duties pursuant to this agreement.

14.3 The “DISTRIBUTOR” or his employees and/or associate claiming under, or through the “DISTRIBUTOR” shall not copy, reproduce, publish, sell and/or distribute in whole or in any part or summation of such Proprietary/Confidential information without prior written permission of Asclecare Wellness.

14.4 The “DISTRIBUTOR” or his employees and/or associate shall not do any act/acts which are purported to malign image of “Asclecare Wellness” and its products or its directors/officers.

14.5 The “DISTRIBUTOR” acknowledges that any breach of such condition would injure Asclecare Wellness irreparably and that money damages alone would not sufficiently remedy for such breach. In addition,Asclecare Wellness shall be entitled to its rights of specific performance and injunctive relief under the terms of this Agreement, which relief would be without prejudice to any other rights and remedies available under the law.

15. Termination

15.1 Asclecare Wellness can terminate this agreement on the happening of any one or more of the following events:

i. To remain active, DISTRIBUTOR will be doing active/minimum sales as decided by the Company. Failure to comply with this requirement will lead to de-activation (closure) of the DISTRIBUTOR.

ii. Asclecare Wellness will review the stock status of all DISTRIBUTOR’s after this period and take appropriate action in case of nonconformance to the guidelines

iii. In the event of the “DISTRIBUTOR” being, in the opinion of Asclecare Wellness (whose opinion shall be final), incapable of complying with this Agreement or in the event of the “DISTRIBUTOR” becoming or being adjudged insolvent or making a composition with his creditors or being a company going into liquidation either voluntary or compulsory or in the event of the financial position of the “DISTRIBUTOR” at any time during the currency of this Agreement being considered by Asclecare Wellness (whose opinion shall be final) to be unsound.

iv. In the event of an act by the “DISTRIBUTOR” of a fraud on Asclecare Wellness in connection with this agreement or upon the “DISTRIBUTOR” failing to carry out any stipulation contained in this agreement for 7 days after being required in writing to do so byAsclecare Wellness.

v. In the event of any lawful authority ordering Asclecare Wellness to terminate this agreement. vi. The DISTRIBUTOR accepts that the Terms & Conditions of the company for opening /operating DISTRIBUTOR’s may change from time to time and the same will be accepted by the DISTRIBUTOR from the date they are announced by the company. In case there is a default by DISTRIBUTOR in timely deposit of funDistributor more than 3 times, the DISTRIBUTOR is liable to be terminated.

vii. A proper conduct neeDistributor to be maintained at all times through all channels while dealing with Asclecare Wellness or any of its representative, any type of misconduct towarDistributor any employee or Asclecare Wellness may attract disciplinary action and may result in Termination of this agreement.

viii. Asclecare Wellness may terminate the agreement with or without giving any reason if the same is found expedient for the business interests ofAsclecare Wellness.

ix. The Asclecare Wellness sales through each DISTRIBUTOR would be assessed on Monthly basis, consistently low sales or inactive DISTRIBUTOR’s would attract suspension/termination fromAsclecare Wellness.

x. DISTRIBUTOR can be terminated for any of the following reasons- a) Promotion of competition products, aligned with another MLM or competition company, b) Poaching, not servicing consultants, c) No or very less sale that would be evaluated monthly, quarterly or yearly. Note- This is not an exhaustive list, for complete list of Code of Ethics please read SMAP- Code of Ethics.

15.2 Expiry or termination howsoever occasioned shall be without prejudice to the rights and obligations already incurred prior to the date of such expiry or termination and the accounts between the parties shall be settled.

15.3 The “DISTRIBUTOR” shall not be entitled to any compensation or damages from Asclecare Wellness for termination howsoever occasioned.

15.4 At the time of surrender/termination of DISTRIBUTOR byAsclecare Wellness, the DISTRIBUTOR can return his ZeroBV saleable stocks having more than 3 months of remaining expiry period. The Company shall refund the value of such saleable stocks. The stocks shall have to be brought to the nearest MSC/WH (Warehouse in case there is no MSC) by the DISTRIBUTOR on own cost. The full and final settlement can take a maximum of 45 days. (As per GST rules)

15.5 If any irregularity is found in stock/funDistributor etc. at the time of closure same would be deducted from the final amount.

15.6 Any DISTRIBUTOR Closure request within 3 Months from Opening would require approval fromAsclecare Wellness.

15.7 Transfer of DISTRIBUTOR Ownership under any circumstances is not permissible, DISTRIBUTOR neeDistributor tobe closed and new owner shall apply with fresh application.

16. Trademark

a. The “DISTRIBUTOR” should not use the trade name, logo, trade mark, design, copyright belonging to Asclecare Wellness or of which Asclecare Wellness is the proprietor/owner thereof in any way which might challenge or damage the validity or use of trade name, trade mark, design, copyright wrongfully causing injury to Asclecare Wellness 's business, reputation & goodwill.

b. The “DISTRIBUTOR” shall not use adopt/utilize any of Asclecare Wellness 's logo, trade mark, design, copyright as a part of any trade name or its or any other corporate name on any other product or literature, pamphlet or except as otherwise expressly the authorized in writing byAsclecare Wellness. The “DISTRIBUTOR” shall not combine as a unitary or composite mark any other trade mark with any trade mark or use any other trade mark on product labels, wrappers, advertising or promotional materials approved, (except as may be required by and/or) in writing by Asclecare Wellness.

c. The “DISTRIBUTOR” shall indemnify, keep indemnified and keep Asclecare Wellness harmless from and against any and all claims losses damages expenses or liabilities of any nature of whatsoever caused by the use adoption of logo, trade name, trade mark, design, copyright

17. “DISTRIBUTOR” Employees

(a) It is expressly agreed and understood between the parties that all the staff and personnel employed by the “DISTRIBUTOR” are and all time be and remain as DISTRIBUTOR's employees. Such persons engaged by the “DISTRIBUTOR” in connection with the performance of the obligations under this Agreement, shall at no time become or be deemed to have become Asclecare Wellness 's employees, agents, representatives or servants.

(b) As their clear and rightful employer, the “DISTRIBUTOR” shall have the exclusive liability and responsibility for compliance of requirements under various enactments, laws and other obligations with regard to these employees.

(c) The “DISTRIBUTOR” undertakes to keep Asclecare Wellness fully and completely harmless and indemnified against any claim demand made on Asclecare Wellness by the “DISTRIBUTOR” employees or any statutory authority and/or government.

18. Communication between “DISTRIBUTOR” and Asclecare Wellness

“DISTRIBUTOR” can communicate with Asclecare Wellness in any one of the following ways:

E-mail- You can contact us by e-mail at [email protected]

19. Indemnification

“DISTRIBUTOR” shall indemnify and hold harmless Asclecare Wellness and its Directors, officers, employees, agents, stockholders, affiliates, customers from and against all allegations, claims, actions, suits, demanDistributor, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to or result from any act or omission of the DISTRIBUTOR.

20. Governing Law and Jurisdiction

The contract shall be governed by and constructed according to the laws in force in India. The service “DISTRIBUTOR” shall hereby submit to the jurisdiction of the courts situated at “Jaipur” for the purpose of actions and proceedings arising out of the contract and the courts at “Jaipur” shall have the sole jurisdiction to hear and decide such actions and proceedings

21. Supersedes previous Agreements

This agreement supersedes all previous communications, representations, assurances or agreement either written or oral between the parties hereto or between “DISTRIBUTOR” and any other Entity to which Asclecare Wellness is a successor.

22. Cancellation Policy

22.1 Warehouse- An order processed through Warehouse can only be cancelled before the items are dispatched. Any request after this wouldn’t be entertained for cancellation and there isn’t any reversal to it. Note- Order cancellation effective 25th of each month is not accepted or for last month is not possible.

22.2 DISTRIBUTOR shall request cancellation via email on [email protected](copying DISTRIBUTOR Executive)

22.3 MSC- An order processed through MSC can be cancelled before or after collection of shipment by submitting a duly filled & signed cancellation form, if order is cancelled after collection of shipment then all items shall be returned as per invoice in saleable condition.

22.4 Self Stock order- An order placed from DISTRIBUTOR’s self-stock can’t be cancelled, hence DISTRIBUTOR should be cautious while processing request from self-stock.

23. Product Return Policy

23.1 The company will accept return of products along with relevant Customer Order Receipt, Product Return Form and related invoice within 30 days of its purchase.

23.2 In case a customer returns the product under 100% Satisfaction Guarantee (partially used 30%), he/she will have the option to take credit note (through which they may buy same or another product of same value) or cash (max Rs.1000/-).

23.3 Products are to be returned to MSC, period of return for products is calculated as the number of days from the Invoice Date.

23.4 If product return is greater than or equal than 6 in number on a single invoice, 10% handling charges will be deducted.

24. Acceptance

I______ (“DISTRIBUTOR”) have read the terms of my appointment as DISTRIBUTOR and agree and accept to abide by the terms of this agreement.

Thanks