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Processes and procedures for distributors

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1. PURPOSE AND DEFINITIONS

1.1. Purpose

These Policies & Procedures spell out the rights and obligations between QNET VN COMPANY LIMITED and its Independent Representatives. The P&P, the Multi-level Sale Agreement that is accepted by Company, and the Compensation Plan together govern the total contractual relationship between Company and its Independent Representatives.

1.2. Definitions

“Agreement” means the completed written agreement signed by an Independent Representative and subsequently accepted by Company. Agreement shall be made in accordance with regulated form of Company approved by competent authority.

“Anniversary Date” means the anniversary of the date on which an Independent Representative was accepted as an Independent Representative.

 “Business Volume” or “BV” means the point value of a Product used to qualify Accounts and calculate Step Commissions.

“Starter Kit” means a kit that includes training materials and Company’s information.

“Company” or “QNET” means QNET VN COMPANY LIMITED, which is a company incorporated with limited liability under the laws of Vietnam.

“QNET Compensation Plan” or “Compensation Plan” or “ComPlan” means the QNET Marketing and Compensation Plan where an IR can earn commissions, bonuses and other economic benefits based on his/her sales of QNET Products.

“Compensation Summary” means a periodic statement issued by Company to its Independent Representatives that lists the value of commissions, bonuses and/or other economic benefits each Independent Representative has earned within the relevant period.

“Customer” or “Retail Customer” means a person who purchases Company’s Products but does not register as an Independent Representative.

“Downline” means the TCs or the Customers/Independent Representatives below a specific TC or Independent Representative respectively in the Genealogy as the context requires.

“Genealogy” means the relationship or relative positioning of TCs in Company’s database.

“IRship Package” is the welcome pack comprising of an online Starter Kit and Products Portfolio consisting of an array of multimedia presentations, videos and brochures and many other valuable business-building tools for new Independent Representatives.

“Merger” means the combination of two (2) or more into one (1).

“P&P” means the Policies & Procedures as stated herein.

“Person” includes anybody of persons, corporate (for example a limited company) or unincorporated (for example a club or an association).

“Primary TC” means the first TC an Independent Representative is given when s/he first becomes an Independent Representative. It is usually identified by the extension ‘001’ after the Independent Representative Identification Number.

“Products Portfolio” means a kit that includes an array of multimedia presentations, videos and brochures and many other valuable business building tools.

“Products” mean products that Company is allowed to sell via multi-level sale method in accordance with applicable Vietnamese laws.

“Q Account” means an accounting record inside Company’s accounting system. Each Independent Representative has his/her own Q Account. Such an account records the amount of money Company owes to the corresponding Independent Representative or vice versa.

“Representative” or “Independent Representative” or “IR” means a person who has enrolled to build a business organisation by selling Products and referring others.

“Representativeship” means all the TCs that a Representative has and all other interests s/he has as a Representative.

“Independent Representative Identification Number” or “IR ID No.” means the identification number that Company assigns to a Representative when Company accepts that person as its Representative. It is a unique number for each Representative and will be used to identify that Representative through his/her Representative business relationship with Company.

“Referrer” means an IR who refers Retail Customers or prospective Independent Representatives to QNET.

“Social Media Policy” means Company’s policy and guidelines on how IRs can discuss and promote their business on social media platforms such as blogs, Facebook, YouTube, LinkedIn, MySpace, etc. and this can be found on the Company’s website www.qnetvn.net.

“Tracking Centre” or “TC” means a position in Company’s database. Commissions, bonuses and other economic benefits are calculated with reference to each Tracking Centre.

“Upline” means the TCs or Representatives above a specific TC or Representative respectively in the Genealogy as the context requires.

VND” means the official currency of Vietnam.

2. INDEPENDENT REPRESENTATIVES

2.1. How to become an Independent Representative

a) Requirement to become an Independent Representative:
— Being a Vietnamese citizen (or a foreigner having work permit), having full civil capacity in accordance with laws;
— Not falling into following cases:

  • Those who are serving imprisonment sentences or former convicts for crimes of manufacturing, trading fake goods, manufacturing, trading forbidden Products, making false advertisements, deceiving customers, appropriating property through swindling, abusing trust in order to appropriate property, illegally holding property, offences against regulations of law on business via multi-level sale method;
  • Foreigners without work permits in Vietnam granted by competent authorities except in case of exemption in accordance with laws;
  • Independent Representative who used to be fined for violating the provisions mentioned in clause 2, clause 3 and clause 4 Article 5 of Decree 40/2018/ND-CP which the time for being considered as having not yet been handled for administrative violations has not been expired;
  • Individuals regulated in point c clause 1 Article 7 of Decree 40/2018/ND-CP;
  • Cadres and civil servants in accordance with regulations of law on cadres and civil servants;

— Having a Referrer who has already been an Independent Representative;
— It is compulsory to sign the Agreement and use the Agreement form of Company;
— Have not been terminated due to a breach of the Agreement in its previous Independent Representative role with QNET VN or its Independent Representative with QNET in another country;
— Not being an employee of another multi-level sale company at the time of registration becoming an Independent Representative.

Note:

No Products purchase required to become an Independent Representative.

b) Procedure for registering to be become an Independent Representative:
— Completely fill in 02 sets of form of the Agreement of Company (Company keeps 01 and Independent Representative keeps the other).
— Following documents shall be attached:

  • A copy of ID Card or passport still valid (notarized copy or original for comparison);
  • A copy of work permit still valid (in case of being a foreigner);
  • A copy of documents proving information on individual bank account.

— The applicant will only become a Representative if his/her application is received and accepted by Company. Company has the right to accept or decline any application at its sole discretion.
— Company reserves the right to rescind the said acceptance at its sole discretion within 60 days from receipt of the application. Upon rescission of the acceptance, Company shall give notice to the applicant to notify him/her of the rescission. However, Company is not obliged to give any reason to the applicant for Company’s decision to rescind.

c) Process, procedure for signing the Agreement:
— After completely filling in the Agreement and preparing for dossier as required, applicant sends the dossier to head office or branch of Company to submit.
— After checking, if the dossier is incomplete, Company will require the applicant to amend and supplement the dossier.
— If the dossier is complete, Company will sign the Agreement and send back to the Representative an original of signed Agreement. Concurrently, Company will give the Representative an IR Identification Number. The Representative shall include his/her IR Identification Number in all his/her orders and correspondences with Company.

Note:
At this point of time, the Representative is not allowed to conduct any multi-level sales activities.

d) Participation of basic training program of Company:
— Independent Representative has to participate in the Basic Training Program which is conducted free of charge by Company through direct training from qualified trainer(s) in accordance with the law, or through distance training (may be via the GoToWebinar online application) with qualified trainer(s) in accordance with the law.
— Within 15 days of completion of Basic Training Program, Independent Representative passing the test of basic training program course will be granted a written Confirmation on completion of contents and duration of basic training program by Company.
— For purposes of basic training course and support of initial business, an Independent Representative may purchase an “IRShip Package” (excluding any Products) from Company at a price published by Company from time to time after registering with competent authority.

e) Membership card issuance:
— Within 15 days from the date on which Independent Representative completes the Basic training program and having written commitment in accordance with the law, Independent Representative will be granted a Membership card by Company.
— After being granted the Membership card, Independent Representative is entitled to conduct multi-level sales activities.

 

2.2. Customer’s Referrer

For a Customer of Company who later applies to become a Representative, his/her last Referrer for his/her purchase shall also be his/her Referrer of his/her Representativeship, unless the Customer’s last purchase from Company was more than 06 months before his/her Representative application and in his/her application s/he states another Representative as his/her Referrers.

3. PURCHASING PROCESS

3.1. How to order:

All Independent Representatives may order directly at Company or order via website www.qnetvn.net; the order may also be sent to Company.

3.2. Payment method:

— Cash or ATM card directly at Company; or
— Transfer to Company’s bank account; or
— Online payment via ordering system on website www.qnetvn.net.

3.3. How to receive goods:

— Receive goods directly at Company; or
— Receive goods at home.

3.4. Delivery of Products:

3.4.1. Company will deliver Products ordered by IR to the address that IR gave Company for delivery at the time IR made IR’s order.

3.4.2. Delivery will be made as soon as possible after IR’s order is accepted, and in any event within 30 days of IR’s order or payment. Delivery will be by way of courier or other similar services.

3.4.3.
In the event that the first attempt at delivery fails for whatsoever reason, a maximum of 2 further attempts to deliver/contact IR will be made within a period of 10 days after the first attempt. If for any reason whatsoever, the attempts to deliver/contact IR remains unsuccessful, IR’s Products will be classed as undeliverable.

3.4.4. Once IR’s Products is being classed as undeliverable and returned to Company, IR will need to bear all return shipment charges as well as any reshipment charges for any other reshipment attempts.

3.4.5. In the event that IR cannot be contacted within 90 days of the first delivery attempt or the Products remains undeliverable as defined in clause 3.4.3 above, in either case IR is deemed to have abandoned the Products and it will be disposed of at Company’s sole discretion and Company shall have no liability to IR whatsoever nor refund any money to IR by way of compensation.

3.4.6. IR will become the owner of Products, ordered by IR when Products has been delivered to IR. Once Products have been delivered to IR, they will be held at IR’s own risk and Company will not be liable for their loss or destruction.

3.4.7. In the event of Products IR ordered remains unavailable, Company will, at Company sole discretion, provide IR with substitute Products of equivalent quality and prices. If IR does not agree to accept the substitute Products, IR may return them to Company contact address. Any cost of returning any such substitute Products shall be borne by IR.

4. RETURN AND BUY-BACK OF PRODUCTS

4.1. Principle of Products return and buy-back

Company accepts return of Products made by IRs (even in the case of termination of the Agreement) and Customers in accordance with Company policies provided that:

  1. Products within sell-buy date;
  2. Products with intact package, stamps, or under Products warranty if Products is defective due to production;
  3. The request is made within 45 days of receiving Products; and
  4. The request must be attached with purchase invoice.

Whenever having request to Company on return, buy-back Products within validity period, IR may:

  1. Change equivalent Products;
  2. Debit all amount of money to buy other Products, noting that the amount of debit equivalent to initial purchase price deducting 10% of administration and shipping fees and other fees as applicable (“Administration Fee”); or
  3. Company refund all amount of money in cash or transfer, noting that the refund is equivalent to original purchase price deducting 10% of Administration Fee.

Note:

  1. IR is required to present a VAT invoice for above cases.
  2. Company will deduct commissions, bonuses and other economic benefits (if any) of the IR making the request of Products return and of his/her Upline IRs arising from the purchase of such returned Products.
  3. Company will not deduct 10% of Administration Fee for defective Products needed warranty.

According to Customer Receipts, Customer is entitled to directly complain to Company about quality of Products, or request Company to change, buy-back, or warrant Products within validity period. Customer may:

  1. Change equivalent Products; or
  2. Company refund all amount of money in cash or transfer, noting that the refund is equivalent to original purchase price deducting 10% of Administration Fee.

Company is responsible for contacting IR who sells Products to Customer and deducts commission, bonus and other economic benefits (if any) received by the IR and Upline IRs from Customers’ purchase of Products.

 

4.2. Procedure to return, buy-back Products

Time to change, buy-back Products: From 01 to 25 monthly (except Sunday, holidays); and from 9:00 AM to 6:00 PM daily.
Place of return, buy-back Products: at Company’s office.
Conditions and how to change, buy-back Products

1. Change of Products:

IR/Customer when requires to change Products to provide to Company:

a. Valid Membership card (in case of IR);

b. VAT invoices, attached with receipt of goods no more than 45 days to the date of submission of request for change of Products;

c. Faulty Products manufactured in accordance with Products warranty policy;

d. Products return form that has been fully filled in.

Upon receipt of request from IR/Customer, if Products is identified as defective due to production, it in sell-buy date and under the Products Warranty policy, Company will proceed to change equivalent Products for IR/Customer.

2. Buy back the Products as required by IR/Customer or in case of termination of the Agreement:

IR/Customer who requires Company to purchase Products or in the event of termination of the Agreement should provide to Company:

a. Valid membership card (in case of IR);
b. VAT invoices, attached with by receipt of goods no more than 45 days to the date of submission of request for Products buy-back;
c. Products required to be bought back by Company;
d. Products return form that has been fully filled in.

Upon receipt of request from IR/Customer, if Products meets specified conditions, Company will buy back the Products.
Products buy-back process:

  1. From the date of receiving of Products buy-back request in person or mail of IR, within 20 days from the date of receiving Products, attached receipt of goods and purchase invoice, Company will check Products and consider conditions on principles on returning Products and notify IR of acceptance of return, or the reason for refusing return, buy-back. By agreeing to buy-back Products, Company and IR agree on number of returned Products and amount of money paid by Company to IR.
  2. Within 10 days of the date the two parties agree on number of returned Products and refunded money, Company will make payment to IR or debit the full amount for IR to purchase other Products (as required by IR).

4.3. Repurchase promotional materials and/or Starter Kit

Company will repurchase, on reasonable commercial terms, currently marketable company-produced promotional materials and/or Starter Kit when a Representative, for whatever reason, decides not to be a Representative any longer. When a departing Representative requests Company to repurchase his/her promotional materials and/or Starter Kit, he/she shall complete a Repurchase Request Form (which can be downloaded from Company’s official website www.qnetvn.net) and deliver, at his/her own cost and risk, to Company’s office in Vietnam, the promotional materials and/or Starter Kit and their respective original receipts. The refund that the departing Representative will receive is equivalent to his/her cost of the promotional materials and/or Starter Kit, with deduction of 10% Administration Fee.

5. AGREEMENT TERMINATION

5.1. A Representative may voluntarily terminate his/her IR Agreement by tendering a 10-working day written notice of such voluntary termination to Company. IR shall submit to Company following documents:

+ Application for termination of operation;
+ Membership card;
+ A copy of ID Card or passport; and
+ Basic training certificate issued by Company.

5.2. Agreement will also be terminated in case of Representative’s violations as regulated in clause 6 below.

5.3. The Parties will proceed with liquidation of the Agreement as following procedures:

+ Company will buy back Products in the event IR requires to buy-back Products in accordance with principles of Products buy-back;
+ Within 20 working days from the date of termination of the Agreement, the Parties agree on all commissions, bonuses and other economic benefits that IR may receive from his/her business activities in multi-level sale network of Company (if any). In addition, IR must fulfill his/her obligations to Company (if any), and all other matters relating to the interests and obligations of the Parties (if any);
+ Within 10 working days of agreeing to pay commissions, bonuses and other economic benefits, Company will pay IR such commissions, bonuses and other economic benefits after deducting liabilities of IR to Company.

6. SUSPENSION AND TERMINATION OF IR AGREEMENT IN CASE OF IR’S VIOLATION

6.1. Suspension

A Representative may be suspended for violating any terms of the Agreement, P&P, the Compensation Plan, and/or any other relevant documents produced by Company. When a decision is made to suspend a Representative, Company will inform the Representative in writing of the decision, the effective date of the suspension, the reason(s) for the suspension, and the steps necessary to remove such suspension (if any). The suspension notice will be sent to the Representative’s address on file pursuant to the notice provisions contained in the P&P. Such suspension may or may not lead to termination of the Agreement as so determined by Company at its sole discretion. If the Representative wishes to ask Company to review the decision, s/he shall make such a request in writing to Company within 15 days from the date of the suspension notice. Company will review and consider the suspension and notify the Representative in writing of its decision within 30 days from the date of the receipt of the Representative’s written request. Company will thereafter not further review its own decision.

Company may take certain action(s) during the suspension period, including, but not limited to, the following:

(a) Prohibiting the Representative from holding himself as Representative or using any of Company’s proprietary marks and/or materials;

(b) Withholding and/or forfeiting any commissions and/or bonuses and/or other economic benefits due to the Representative;

(c) Prohibiting the Representative from purchasing Products from Company;

(d) Prohibiting the Representative from referring new Representatives and/or contacting current Representatives and/or attending meetings of Representatives;

(e) If Company, at its sole discretion, determines that the violation that caused the suspension is continuing and has not satisfactorily been resolved, or a new violation involving the suspended Representative has occurred, the suspended Representative may be terminated.

6.2. Termination

Dependent upon the seriousness of the violation, a Representative may be immediately terminated for violating the terms of the Agreement, P&P, Compensation Plan, and/or any other relevant documents produced by Company. Company may, at its sole discretion, terminate Agreement with a violating Representative without placing the Representative on suspension.
In case Representative conducts one of the following violations, Company will have to terminate the Agreement with such Representative as regulated by the law:

+ Requesting other people to deposit or submit a certain amount of money in order to sign multi-level sale contract with Company;
+ Providing misleading or confusing information about the benefits of participation in multi-level sale networks, the function and use of Products and the operations of Company;
+ Organizing conferences, seminars and training courses regarding multi-level business without a written delegation issued by Company;
+ Inducing, enticing, corrupting multi-level sale participants of other multi-level sale enterprises to join the Company’s network;
+ Using positions, authorization, social and career positions to encourage, require, induce, entice other people to participate in multi-level sale network or to purchase Products;
+ Performing multi-level sale activities in provinces where Company has not been granted the confirmation for the registration of its multi-level sale operations in such localities as regulated by the law.

When the decision is made to terminate an Agreement, Company will inform the Representative in writing to the address in the Representative’s file that the termination has occurred.

If a Representative wishes to ask Company to review the decision to terminate, s/he shall make such a request to Company in writing within 15 days from the date of notice of termination. If no such request is received by Company within 15 days period, the termination will automatically be deemed final. If a Representative files a timely written request, Company will review the decision and notify the Representative of the result of the review within 30 days from the date of its receipt of the Representative’s request. Thereafter, Company will not further review its own decision. In the event the termination decision is not reversed, the termination will remain effective as of the date stated in the original termination notice.

6.3. Effects of suspension and termination

After resignation, the former Representative shall not further represent himself/herself as a Representative of Company and shall cease to use any materials bearing the trademarks, service marks, trade names and any signs, labels, stationery or advertising referring to or relating to any Products, plan or programme of Company. S/he shall have no rights to enjoy any benefits under the Agreement, P&P, and/or the Compensation Plan.

If a Representative is suspended, s/he shall not before the removal of his/her suspension, further represent himself/herself or hold himself/herself out as a Representative of Company, nor shall s/he use any materials bearing the trademarks, service marks, trade names and any signs, labels, stationery or advertising referring to or relating to any Products, plan or programme of Company. S/he shall have no rights to enjoy any benefits under the Agreement, P&P and/or the Compensation Plan. But s/he shall be allowed to retain his/her TCs pending the final resolution of his/her case. Any commissions and/or bonuses and/or other economic benefits payable to him/her should s/he be suspended shall be retained by Company. If the suspension of the Representative is subsequently removed, all outstanding commissions and/or bonuses may be paid to the Representative at Company’s sole discretion.

If a Representative is terminated, then immediately upon termination, the terminated Representative:

(a) Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationery or advertising referring to or relating to any Products, plan or programme of Company;

(b) Must cease representing himself/herself as a Representative of Company;

(c) Loses all rights to his/her Representative position in the Compensation Plan and to all commissions, bonuses and other economic benefits payable to him/her by Company;

(d) Must take all actions reasonably required by Company relating to protection of Company’s confidential information. Company has the right to set off any amounts owed by the Representative to Company including, without limitation, those incurred pursuant to any indemnity obligation under subclause 13.15 herein, from commissions, bonuses and other economic benefits due to the Representative.

6.4. Reapplication

A Representative who voluntarily terminates may reapply as a new Representative, but such reapplication will only be considered 12 months from the date of the Agreement termination.

A Representative who has been terminated due to a violation as determined by Company may only re-apply as a Representative 12 months from the date of the Agreement termination, and the acceptance of which will be subject to the approval of Company.

7. APPOINTMENT

7.1. Independent contractor

A Representative is an independent contractor having the rights and obligations conferred by the P&P to promote or market the Products of Company.

7.2. No right to represent Company

A Representative is not a franchisee, partner, employee, agent or representative of Company. S/he has no right to, and shall not, represent himself/herself as such. The relationship between a Representative and Company is wholly governed by this P&P. Any breach of this clause on the part of the Representative is a serious breach of the P&P and may result in the immediate termination of his/her IR Agreement.

7.3. Non-employee

As a Representative is not an employee of Company, any costs s/he incurs in the development of his/her business are at his/her own expenses. S/he shall not be entitled to seek reimbursement from Company.

7.4. Claim of workmen’s compensation

Similarly, Company is not responsible for payment or co-payment of any employee benefits for its Representatives. Representatives are responsible for their own liability, health, disability and workmen’s compensation insurance, etc.

8. REPRESENTATIVE’S RIGHTS AND OBLIGATIONS

8.1. Non-exclusivity

A Representative has a non-exclusive right to market and promote Products of Company. There are no geographical limitations existing on the referring or selling country, provided, however, that Company reserves the right not to sell Products in any states, territories or countries.

8.2. Right to refer

Only a Representative has a right to refer Customers and/or refer another new Representative to Company.

8.3. Right to purchase at discounted prices

The first qualifying purchase of Products by a Representative shall be at Retail Price(s) if the Representative has not been able to promote any Products successfully to a Customer before his/her own first purchase. Subject to the aforesaid, the Representative shall have a right to purchase Products at a discounted price known as the “IR Discounted Price”.

8.4. Rights to Company literatures and communication, etc.; Rights to participate in Company functions

Representatives may receive periodic literature and other communication from Company. They will also be invited to, and upon payment of appropriate charges if applicable, participate in Company-sponsored support, service, training, motivational and recognition functions. They may also be invited to participate in promotional and incentive contests and programmes sponsored by Company for its Representatives.

8.5. No right to represent Company as an agent or an employee

A Representative has no right to negotiate or conclude any contract on behalf of Company. Nor shall s/he hold himself/herself out as having such a right. S/he shall not represent himself/herself as an agent or an employee of Company.

8.6. Obligation for personal promotion

Regardless of their rank of achievement, Representatives have an ongoing obligation to continue to personally promote sales through the introduction of new Customers to Company and through servicing their existing Customers.

8.7. Obligations to Downlines

Any Representative who introduces another Representative to Company is highly recommended to perform a bona fide assistance and training function to ensure that his/her Downline is properly operating and conducting his/her Representative business. It is both to the advantage of Referrers and their Downlines to have ongoing contact and communication. Representatives must truthfully and fairly describe the Compensation Plan. No past, potential or actual income claims may be made to prospective Representatives. Nor may Representatives use their own incomes, or other Representatives’ incomes, as indication of the success assured to others. Commission cheques shall not be used as marketing materials. Representatives shall not guarantee commissions or estimate expenses to prospects.

8.8. Cross Lining

Subject to subclause 11.1 and subclause 11.3, no Representative may refer or attempt to refer another Representative from a different line of referralship to ‘switch’ to another line of referralship. Examples of Cross Lining are:

(a) Placing additional TCs of his/her own in lines of referralship not below his/her Primary TC;
(b) Placement of a new Representative using anyone’s name known to the Referrer and placing it in lines of referralship not below the Referrer’s Primary TC while intending to profit from the proceeds of the said new Representative;
(c) A Representative owning an interest in an entity that is a Representative in lines of referralship not below his/her Primary TC;
(d) Entering in other lines of referralship under the same name as an existing Representative using a valid IR Identification Number other than the one used previously.

Any situation (whether the above examples or others) found to be in violation of this subclause shall be met with the greatest scrutiny and may result in termination of the newly placed Representative, as well as the Representative having instigated the said situation.

8.9. 60-Day Non-Compete Clause

If a Representative who attempted and successfully procured a prospective Customer/Representative to sign any written document evidencing that the Representative attempted, successfully or unsuccessfully, to refer that prospective Customer/Representative to Company, the prospective Customer/Representative shall not within sixty (60) days from the date of the written document register himself/herself under the referralship of another Representative. Company shall have the right to suspend, terminate or switch the TC or Representativeship for any breach of this subclause.

8.10. Obligation of not referring to other programmes

A Representative shall not refer, attempt to refer, or knowingly assist another person to refer, another Representative or any person into any other network marketing company or into another Representative’s sales organisation. In addition, no Representative shall participate in any action knowing that participating in the action may cause another Representative or any person to be referred through someone else into another network marketing company.

Representatives are strictly prohibited from promoting any competitive products and/or business programmes.

At Company functions, or on all Company property, no Representative shall solicit any person to join any other network marketing company or involve the sale of products of any other network marketing company.

Breach of any part of this clause is a serious breach of the P&P and may lead to the immediate suspension or even termination of the Agreement of the Representative who is in breach.

8.11. Breach of security

All Representatives have a responsibility to maintain the network integrity of Company. Any Representative who is found ‘hacking’ into or interfering or tampering with Company’s database or any part of Company’s computer system (hardware and/or software) or attempting to do any of the aforesaid acts without the proper authorisation shall be liable to immediate termination of his/her Agreement. S/he shall also be liable for all consequential damages and losses of Company.

8.12. Legal compliance

Representatives must comply with all laws, statutes, regulations and ordinances concerning the operation of their Representative business.

8.13. Tax, expenditures, etc.

Company will deduct personal income tax of IR to submit to the state budget before paying commissions, bonuses or other economic benefits to IR, except otherwise regulated by other regulations.

8.14. Obligation to Company

A Representative shall, at all times, remain loyal to Company and shall not publish any written and/or verbal disparaging or adverse information/statement/s against Company. S/he shall hold Company’s management in high esteem at all times, failing which, s/he may be terminated notwithstanding that s/he may also be liable for libel or slander.

9. COMMISSIONS, BONUSES AND OTHER ECONOMIC BENEFITS (collectively hereinafter referred to as “Commissions”)

9.1. Qualification for Commissions

A Representative must be active and in compliance with the Agreement, P&P and the Compensation Plan to qualify for Commissions. So long as a Representative is entitled under the Compensation Plan to receive Commissions, Company shall pay Commissions to the Representative in accordance with the Compensation Plan. Representatives must consult the Compensation Plan for a detailed explanation of the structure of Commissions and the corresponding requirements.

Commissions are paid ONLY on the sale of Company’s Products. No Commissions is paid on the purchase of Company’s sales materials, literatures, Starter Kit, Products Portfolio, or for referring other Representatives and/or Customers.

In order to receive Commissions on Products sold, a Representative has to complete an Independent Representative Application Form that has to be received and accepted by Company prior to the end of the Commission Period in which the sale is made.

Commissions are calculated for each individual Tracking Centre. A Representative is entitled to have more than 01 Tracking Centre.

9.2. Commission Period

A Commission Period means the period when Commissions is calculated and paid based on the preceding week’s sales. It starts from 00:01 on Saturdays until 23:59 on Fridays. However, calculation for Commissions is calculated daily at the end of each day from Monday to Friday only. All transactions or BVs accumulated by or for any Representative during Saturday and Sunday shall be considered as if they were accumulated on Monday for all the purposes of calculating Commissions.

9.3. Adjustments to Commissions

Representatives receive Commissions under the Compensation Plan based on the actual sales of Products to Customers. When a Product is returned to Company for a refund or is repurchased by Company or the transaction is in any way not successfully completed, the Commissions attributable to the returned or repurchased Products or the unsuccessful transaction will be deducted in the Commission Period in which the refund or repurchase occurs, and continuing every Commission Period thereafter until the Commissions are fully recovered from the Representatives who received Commissions on the sales of the refunded or repurchased Products.

In addition, if Company has already paid Commissions to a Representative for a returned Products, Company shall have the right to request the Representative for the return of the said Commissions and the Representative shall have the obligation to return such Commissions to Company.

9.4. Payment of Commissions

All Commissions that a Representative earns will be credited to his/her Q Account. The Representative can give instruction to Company for payment out of his/her Q Account by way of cheque, demand draft or telegraphic transfer subject to an administrative fee as determined by Company from time to time.

9.5. Unclaimed Commissions

Representatives must deposit or cash Commission cheques within 06 months from their date of issue. A cheque that remains uncashed after 06 months will be made void. After a Commission cheque has been void and if the Representative who holds that void Commission cheque requests Company to reissue another Commission cheque to replace the void one, Company shall be entitled to charge that Representative a processing fee for reissuing a Commission cheque. The processing fee shall be deducted from the balance owed to the Representative.

9.6. Back order policy

Company will expeditiously ship all Products currently in stock. Any out-of-stock items (unless discontinued) will be placed on back order and distributed upon Company receiving additional inventory. Referring Representatives will be granted Commissions on back-ordered items once they are shipped unless, notified of the discontinuance of such Products. Back orders may be cancelled upon the Customer’s or IR’s request.

9.7. Set off

Company shall have the right to set off any debt(s) a Representative owes to Company against his/her Commissions.

10. Transfer of Representativeship

10.1. Acquisition of Representativeship

(a) Except as expressly set forth herein, a Representative may not sell, assign or otherwise transfer his/her Representativeship (or any rights thereof) to another Representative or to any person. Notwithstanding the foregoing and clause 10.1(c) but subject to subclause 10.1(d), a Representative may transfer his/her Representativeship to his/her personal Referrer or the personal Referrer of his/her personal Referrer up to 05 personal Referrer levels. In such an event, the Referrer’s Representativeship and the transferring Representative’s Representativeship shall be merged into one entity.

(b) No transfer of Representativeship shall be allowed within 06 calendar month period from the date of the enrolment of the Representative. In the event of a transfer, a Representative has to transfer all his/her TCs, i.e. the entire Representativeship, to the transferee without exception.

(c) Any Representative desiring to acquire the Representativeship of another Representative or any interest therein must first terminate his/her Representativeship and wait 12 months before becoming eligible for such a purchase. All such transactions must be fully disclosed and must be approved by Company in advance.

(d) Representatives may not sell, assign, merge or transfer their Representativeship (or any right thereto) without the prior written approval of Company and compliance with the following conditions:

(d.1) Company possesses the right of first refusal with respect to any sale, assignment, transfer or merger of any Representativeship. A Representative wishing to sell, assign, or transfer his/her Representativeship must first offer it to Company in writing on the same terms and conditions as any outstanding or intended offer. Company will advise the Representative within 15 business days after receipt of such notice of its decision to accept or reject the offer. If Company fails to respond within such 15 business days period or declines such offer, the Representative may make the same offer or accept any outstanding offer that is on the same terms and conditions as the offer to Company to any person who is not a Representative;

(d.2) The selling Representative and/or the prospective purchaser must provide Company with a copy of all documents that detail the transfer, including, without limitation, the name of the purchaser, the purchase price, and terms of purchase and payment;

(d.3) An office administration transfer fee must accompany the transfer documents;

(d.4) The Representativeship transfer agreement must contain a condition made by the selling Representative for the benefit of the proposed purchaser not to compete with the proposed purchaser or attempt to divert or refer any existing Representative for a period of 01 year from the date of the sale or transfer;

(d.5) Upon a sale, transfer or assignment being approved in writing by Company, the purchaser must assume the position and terms of the agreement of the selling Representative and must execute a current Independent Representative Application Form and all such other documents as required by Company;

(d.6) Company reserves the right, at its sole discretion, to stipulate additional terms and conditions prior to approval of any proposed sale or transfer. Company reserves the right to disapprove any sale or transfer.

10.2. Change of Terms or Conditions

If a Representative changes the terms or conditions of the offer at any time, the process of offering must start over, beginning with offering it to Company.

10.3. Complying with Company requirements

Any sale, assignment, or transfer of Representativeship, or any interest therein not complying with the above requirements, will not be accepted or recognised by Company.

10.4. Products not settled in full

No transfer, assignment or sale of Representativeship will be allowed if the transferor, assignor or selling Representative has not fully paid for Products s/he has ordered from Company.

10.5. Transfer to one’s Downline

Transfer of a Representativeship to one’s own Downline is not allowed.

10.6. Circumvent compliance

If it is determined, at Company’s sole discretion, that a Representativeship was transferred in an effort to circumvent compliance with the Agreement, the P&P and/or the Compensation Plan, the transfer will be declared null and void. Company may, at its sole discretion, take appropriate action(s), including, without limitation, terminating the transferring Representative’s Representativeship.

11. Devolution

11.1. Death

A Representative has a right to nominate a person as his/her nominee to whom Company will transfer the Representative’s Representativeship upon the death of the Representative. The Representative has a right to change his/her nominee in his/her lifetime by giving written notice to Company. However, Company will not accept such a transfer unless the nominee or the last nominee has executed a current Independent Representative Application Form and submitted certified copies of the death certificate of the Representative to Company. The nominee will then be entitled to take over the Representativeship of the late Representative and entitled to all the commissions, bonuses and other economic benefits accrued thereafter and all the rights, and/or be subject to all the obligations as a Representative of Company. If a Representative did not make any nomination in his/her lifetime, his/her Representativeship shall be terminated immediately upon his/her death. Any cross lining as a consequence of the devolution of Representativeship under this clause shall not be treated as a breach of the P&P.

11.2. Dissolution of a partnership

If a Representativeship is registered by 02 or more persons, they will be deemed as a partnership under the Agreement and the P&P. In the event that the partnership is dissolved, unless Company receives a valid and legally enforceable agreement signed by all the partners regarding the arrangement of their Representativeship within 30 days of being notified of the dissolution of the partnership, their Representativeship will be automatically terminated after the expiry of the said 30-day period.

11.3. Marriage and divorce

In the case that 02 Representatives in separate lines of referralship get married, they may maintain their own individual Representativeship. They are also allowed to merge their Representativeships into 01 but they are not allowed to transfer or change the positions of their TCs in the Genealogy. This shall not be treated as cross lining under subclause 8.8. Should a married couple opt to create a single Representativeship reflecting both as equal owners and these 02 individuals subsequently divorce or separate, Company will continue to pay earned Commissions as before the divorce or separation until Company receives written notice, signed and notarised by both parties or by a court decree, specifying how future Commissions are to be paid.

12. Proprietary Information

12.1. Confidential information

During the term of the Agreement, Company may supply to Representatives confidential information, including, but not limited to, genealogical and Downline reports, Customer lists, Customer information developed by Company or developed for and on behalf of Company by Representatives (including, but not limited to, credit data, Customer and Representative profiles, and Products purchase information), Representative lists, manufacturer and supplier information, business reports, Commissions or sales reports, and such other financial and business information that Company may designate as confidential. All such information (whether in written or electronic format) is proprietary and confidential to Company and is transmitted to Representatives in strictest confidence on a ‘need-to-know’ basis for use solely in the Representatives’ business with Company.

Representatives must use their best efforts to keep such information confidential and must not disclose any such information to any third party or use such information for any non-Company activity directly or indirectly while a Representative and thereafter. Representatives must not use the information to compete with Company or for any purpose other than promoting Company’s programme and its Products. Upon determination, nonrenewal or termination of the Agreement, Representatives must discontinue the use of such confidential information and promptly return any confidential information in their possession to Company.

12.2. Online and telephonic reports

Upon a Representative’s request, Company may provide information such as online or telephonic downline activity reports, including, but not limited to, personal and group sales volume (or any part thereof), and downline referring activity, to the Representative. Nevertheless, due to any of the various factors, including but not limited to the inherent possibility of human and mechanical error; information technology failures; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic cheque payments; returned Products; and credit card and electronic cheque charge-backs; the information and/or the accuracy, completeness, adequacy, timeliness or otherwise thereof is not guaranteed by Company or any persons creating or transmitting the information.

12.3. Use of Company name, logo, or trade names, etc.

(a) Company name, logo, trade name, trademarks, Products names, brochures, catalogues, sales material, contracts and sales training sessions, literature, audio or video material, presentations or events are copyright-protected property of Company worldwide and Company retains ownership rights or exclusive licenses to the entire contents.

(b) Representatives shall not reproduce or distribute privately reproduced versions of such materials under any circumstances. Representatives shall not use Company name, logo, trade name, trademarks, programme names, or Products names in any manner or form.

(c) Naming Protection Reserved by Company. In addition to any relevant intellectual property laws, the following list of names are also reserved and restricted from use by Representatives in their Representative activities: QI Ltd, QI Holdings Ltd, QI, QuestNet Ltd, QNet Ltd, GoldQuest International Ltd, Quest Vacation International Ltd, QVI, Gold, Gold Team, GQI, V-Team, The V, VTI, Bank, Gold Rush, Legal, GITA, RYTHM, R.Y.T.H.M. or RYTHM Asia, Prana Resort, JR Mayer Collection, Qatana, Amezcua Wellness, Cimier, Qplus, Q-Shoppe, QuEX, Bonvo, Q Lifestyle, Vijayaratnam Foundation, Copy Quest and all other name of companies under the QI Group. These names are also prohibited from use by Representatives in relation to their Representative business activities on their personal website and/or email addresses.

12.4. Copyright restrictions

With respect to Products purchases from Company, Representatives must abide by all manufacturers’ use restrictions and copyright protections.

Without prior written approval from Company, no Representative shall video and/or audio record Company’s meetings, conferences and/or training sessions or any speeches (including conference calls) given therein.

12.5. Vendor confidentiality

Company’s business relationships with its vendors, manufacturers and suppliers are confidential. Representatives must not contact, directly or indirectly, or speak to, or communicate with any supplier or manufacturer of Company except at Company-sponsored events at which the supplier or manufacturer is present at the request of Company.

13. Promotion of Representative's Business

13.1. Promotional and advertising materials

Only the promotional and advertising materials produced or approved in advance in writing by Company may be used to advertise or promote a Representative’s business or to sell Products of Company. Company literature and materials may not be duplicated, reprinted or personalised without prior written permission.

All promotional items that bear Company’s name or logo must be purchased solely from Company unless prior written permission is obtained from Company.

A Representative may affix his/her name, address, Independent Representative title, phone number and IR Identification Number to any promotional materials that Company approved or sold to him/her.

13.2. Income claims

No income projections, including those based solely on mathematical projections or ‘ideal projections’ of the Compensation Plan may be made to prospective Independent Representatives. No Independent Representative may represent his/her own incomes as indications of the success assured to others, since income success is dependent on many variables. Independent Representatives shall not guarantee salaries, draws, expenses, allowances, etc. No Independent Representative shall show or display an original or a copy of his/her earned Commissions cheque as enticement to any prospective Independent Representative.

13.3. Title of Representatives

Representatives shall only present themselves as “an Independent Representative of Company”. Reference may be made to the relative rank a Representative achieved at any one time, for example a Gold Star Independent Representative.

13.4. Stationery and business cards

(a) Only the approved Company graphics version and wording are permitted to be used.

(b) Unless prior approval has been obtained from the legal affairs department of Company, Representatives are not permitted to ‘create’ their own stationery, business cards or letterhead graphics, where Company’s trade name or trademarks are used.

(c) Representatives are not allowed to insert the address, contact phone number or emails of any office of Company or its associated companies in their business cards, stationery or letterheads.

13.5. Electronic advertising

Representatives may not advertise or promote Company’s business, Products or marketing plan or use Company’s name in any public media including electronic media or transmission, on the Internet via websites or otherwise, without the prior written approval of Company’s legal department. Upon obtaining such approval, Representatives are required to comply with the Social Media Policy. Spamming and use of automatic telephone dialing systems are prohibited. Breach of this clause is a serious breach of the P&P and could lead to the immediate suspension or even termination of the Representativeship of the Representative who is in breach.

13.6. Telephone listing

Representatives are not permitted to use Company’s trade name in advertising their telephone and telecopy numbers on materials not produced and approved by Company without first obtaining the prior written approval from Company’s legal affairs department.

13.7. Media interviews

Representatives are prohibited from granting radio, television, newspaper, tabloid or magazine interviews or using public appearances, public speaking engagements, or making any type of statement to the public media to publicise Company, its Products or Company businesses, without the express prior written approval of Company. All media enquiries should be referred to Company’s Hong Kong Office, Corporate Affairs Department.

13.8. Endorsement

No endorsements by a Company officer or administrator or third party may be asserted, except as expressly communicated in Company literature and communication. Country, Federal and State regulatory agencies do not approve or endorse direct selling programmes. Therefore, Representatives shall not represent or imply, directly or indirectly, that Company’s programmes, Products have been approved or endorsed by any country or governmental agency.

13.9. Independent communication

Representatives, as independent contractors, are encouraged to distribute information and direction to their respective Downlines. However, Representatives must identify and distinguish between their personal communication and the official communication of Company when they communicate with their own Downlines.

13.10. Display of Company Products

The integrity of the Compensation Plan is built upon person-to-person, one-on-one and in-door presentation methods of sale. Representatives shall not knowingly sell any Company Products to, or display any Company Products, Company name, trademarks, literatures, or promotional materials at any retail outlet, including, but not limited to, supermarkets or food stores, flea markets or swap meets, permanent restaurant displays, bars or nightclubs, or any such similar establishment, convenience stores or gas stations. Exemptions must be approved in writing by the legal affairs department of Company.

Representatives may promote the Compensation Plan at their office, fairs and trade shows on the condition that it is not shown or displayed with any other plan associated with any direct selling company or networking company.

13.11. Products claims

Representatives shall make no claim, representation or warranty concerning any Products of Company, except those expressly approved in advance in writing by Company or contained in official Company materials, such as P&P.

13.12. Fax blasts and spamming

Fax blasting and unsolicited emailing (spamming) is prohibited.

13.13. Record keeping

Company encourages all Representatives to keep complete and accurate records of all their business dealings.

13.14. Legal conformity

Any tool or presentation technique used by a Representative whilst promoting Company’s business concept, Products and/or the Compensation Plan must be within the scope of a Representative’s rights in his/her respective country/state/providence. It is the Representative’s responsibility to ensure that any statements made, or any demonstration techniques performed, are, in fact, lawfully permitted in his/her country/state/providence. If a special license or professional degree is required in a certain location to legally make such statements or perform such presentations, or to conduct business, then it is the Representative’s responsibility to secure the necessary license, degree or permit.

13.15. Indemnity agreement

Each and every Representative shall indemnify and hold harmless Company, its shareholders, officers, directors, employees and agents from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys’ fees, asserted against or suffered or incurred by any of them, directly or indirectly arising out of or in any way related to or connected with allegedly or otherwise, the Representative’s:

(a) Activities as Representative;
(b) Breach of the terms of the Agreement;
(c) Violation of or failure to comply with any applicable laws, regulations or rules.

14. General Provisions

14.1. Company’s employee prohibition

Employees of Company and their immediate family members (for example: spouse, father, mother, brother, sister, etc.) who are domiciled at the same household as the employee of Company are prohibited to take part in the Compensation Plan. Breach of this policy shall be deemed serious and could result in the dismissal of the employee and the removal of his/her entire network to the credit of Company. Representatives being transferred to a paid position or taking up an employment with Company shall, prior to their acceptance of the employment or paid position, file ownership transfer notice to Company and give up their ownership rights and privileges of their TCs.

 

14.2. Liability

Representatives agree and acknowledge that they are making use of Company’s websites, services, software, functions, information, applications and tools (herein after referred to collectively as the “Services”) at their own risk, and that the Services are provided “AS IS” “AS AVAILABLE” “WITH ALL FAULTS” without any warranty of any kind, whether express or implied, including without limitation, that the Services will be provided uninterrupted and continuously at all times.

To the fullest extent permitted by law, Company shall not be liable for, and each Representative releases Company from, and waives all claims for any loss of profits, indirect, direct, special, incidental, punitive or consequential damages or any other losses and/or damages whatsoever incurred or suffered by Representative as a result of:

(a) the breach by another Representative of his/her Agreement, any Term or Condition of the P&P, and/or the Compensation Plan;

(b) the operation of other Representatives’ business;

(c) any inadvertent, incorrect or wrong data or information provided by Company;

(d) Company’s failure to maintain complete and accurate records of Representatives’ business dealings;

(e) any system, server or connection failure, breach of security, error, tampering, unauthorised intervention, fraud, deletion, defect, omission, interruption, delay in operation or transmission, computer virus, bug or other malicious, destructive or corrupting code, agent programme or macros, or any other technical or other malfunction;

(f) Representatives’ access, use or inability to access or use the Services; and

(g) Company’s failure to provide any information or data necessary for Representatives to operate their business, including, without limitation, the marketing and promoting of Products of Company and/or the introducing or referring of persons as Customers/Representatives to Company, Regardless of whether Company has been advised or should have been aware of the possibility of such losses and/or damages.

14.3. Force majeure

Company shall not be responsible for delays or failure in performance caused by circumstances beyond Company’s control, such as strikes, labour difficulties, fire, floods, earthquakes, Acts of God and other natural disasters, war, government decrees or orders, information technology (including hardware and software) failures arising out of zero-day vulnerabilities or curtailment of a party’s usual source of supply.

14.4. Violations

It is the obligation of every Representative to abide by and maintain the integrity of the P&P. If a Representative observes another Representative committing a violation, s/he should discuss the violation directly with the violating Representative. If the Representative wishes to report such violation to Company, s/he should detail the violation in writing or complete Company’s Complaint Form, which is downloadable from the official Company website at www.qnetvn.net and mark the correspondence “Attention: Network Compliance Department” or by email to global.support@qnet.net.vn.

14.5. Amendments

Company reserves the right to amend/change the P&P, its retail prices, Products availability, and/or the Compensation Plan at any time without prior notice as it deems appropriate. Amendments will be communicated to Representatives through official Company publications or Company website at www.qnetvn.net. Amendments are effective and binding upon submission and acceptance of competent authority. In the event any conflict exists between the original documents or policies and any such amendment, the amendment shall prevail.

14.6. Assignment / Novation / Transfer

Company may at any time, without the consent of the Representative, assign, novate or transfer all or part of its benefit, rights and obligations under this Agreement to a third party and the Representative undertakes to execute and do all such things as Company may require for perfecting and completing such assignment, novation or transfer.

14.7. Non-waiver provision

No failure of Company to exercise any power under the P&P or to insist upon strict compliance by Representative with any obligation or provision herein, and no custom or practice of the parties at variance with the P&P, shall constitute a waiver of Company’s right to demand exact compliance with the Agreement and/or the P&P.

Company’s waiver of any particular default by a Representative shall not affect or impair Company’s rights with respect to any subsequent default. Nor shall it affect in any way the rights or obligations of any other Representative. No delay or omission by Company to exercise any right arising from a Representative’s default affect or impair Company’s rights as to that or any subsequent or future default. Waiver by Company can be affected only in writing by an authorised officer of Company.

14.8. Governing law

The Agreement, the P&P and the Compensation Plan shall be governed by the laws of Socialist Republic of Vietnam.

14.9. Dispute settlement

Any dispute, controversy or claim arising from or in connection with the Agreement, the P&P and/or the Compensation Plan or the breach, termination or invalidity thereof (herein after referred to as the “Matter”) shall first be sought to be resolved amicably between the Representative concerned and Company.

If the Representative and Company cannot resolve the Matter within 60 days from the date the Matter was first brought to the attention by one party to the other, the Matter shall be referred to and finally resolved by arbitration administered by the Vietnam International Arbitration Centre (At the Vietnam Chamber of Commerce and Industry) (“VIAC”). Language of arbitration is Vietnamese and location of settlement the dispute is Ho Chi Minh City.

14.10. Entire Agreement, P&P and Compensation Plan

The Agreement, the P&P and the Compensation Plan together constitute the entire Agreement between a Representative and Company

14.11. Severability

If at any time any provision of the Agreement and/or P&P is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of the Agreement and/or P&P under the law of that or any other jurisdiction, nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

14.12. Notices and communication

Each notice, demand or other communication to be given or made under the Agreement, the P&P and/or the Compensation Plan by Company to a Representative shall be in writing and delivered or sent to the relevant party at his/her last known address or email address designated by the Representative and recorded in the file. Any notice, demand or other communication to Company shall be sent or delivered to the Network Compliance Department of Company at its office in Vietnam or by email to global.support@qnet.net.vn. Any notice, demand or other communication so addressed to the relevant party physically shall be deemed to have been delivered after 15 days it is given or made, provided that, if such day is not a working day in the place to which it is sent, such notice, demand or other communication shall be deemed delivered on the next following working day at such place. In the event of such notice, demand or communication is sent by email, it shall be deemed to have been received by the other party when the email enters the recipient’s mail server without any undelivered message sent back to the sender.

14.13. Headings and Table of Contents

Headings and Table of Contents in the Agreement, the P&P and the Compensation Plan are provided for convenience only and they are not part of those documents. They are not to serve as a basis for interpretation or construction of those documents or as evidence of intention of the parties.

14.14. Gender, etc.

Unless the context otherwise requires, words importing the singular number shall include the plural number and words importing the masculine gender shall include the feminine or neuter gender and vice versa, and references to persons shall include companies and bodies, corporate or unincorporated.

14.15. Language

In the event that P&P is translated into another language and there exists any inconsistencies in any provision between the Vietnamese-language version and the translated version of the P&P, the Vietnamese-language version shall always prevail.