Terms & Conditions These Terms and Conditions are to be read together with the Citizen’s Dream Freelancer Application Form (the “Application”). They become binding if and when Citizen’s Dream Corporation Pvt. Ltd. (Citizen’s Dream), in its sole discretion, accepts the Application pursuant to Clause 2 here in and as per the Code of Ethics for Citizen’s Dream Advisors (the “Code of Ethics”).

1. Definitions:

(a) Cooling Off Period: shall, subject to Clause, means a period of 30 days from the date of acceptance of this Citizen’s Dream Freelancer Application by Citizen’s Dream within which period, any new Citizen’s Dream Freelancer shall be entitled to terminate this Contract without penalty and be entitled to full refund of price of products or materials purchased from Citizen’s Dream upon return of such products or materials in saleable condition.

(b) Citizen’s Dream Advisor: shall mean a person appointed by Citizen’s Dream on a principal-to- principal basis through this contract to undertake sale, distribution and marketing of Citizen’s Dream Products and services. A Citizen’s Dream Freelancer may introduce or sponsor prospects and support them to build their direct selling business of Citizen’s Dream goods & services.

(c) Citizen’s Dream Freelancer Contract: in accordance with the Code of Ethics, it shall mean and include the following:

• Citizen’s Dream Freelancer Application Form;
• These Terms and Conditions forming part of the Citizen’s Dream Freelancer Application Form.
• Citizen’s Dream Business Plan
• The Code of Ethics for Citizen’s Dream Advisors; and
• Love It Guarantee; as amended from time to time. Citizen’s Dream may notify any such amendments through notice on its website or SMS or through other Citizen’s Dream digital channels.

(d) Saleable: shall mean marketable, unused, not expired, not seasonal, discontinued or special promotional products and/services.

(e) Territory: shall mean the Republic of India.

(f) Effective Date: shall mean the date of submission of the duly filled Citizen’s Dream Freelancer Application Form, subject to Approval by Citizen’s Dream.

2. Advisor ship/Direct Selling:

Citizen’s Dream appoints, as of the Effective Date, the individual(s) identified in the above Citizen’s Dream Freelancer Application Form, or if applicable, the legal entity listed therein (the “Entity”), as a Citizen’s Dream Freelancer of Citizen’s Dream Products and services, and the Applicant(s) (here in after individually or collectively referred to as the “Citizen’s Dream Freelancer or Advisor”) agree(s) to such appointment. As of the Effective Date and upon receipt of ordering information and completion of any required formalities, the Advisor may, on a non-exclusive basis, within the Territory as may be communicated by Citizen’s Dream , and otherwise in accordance with this Contract, purchase Citizen’s Dream Products from Citizen’s Dream in order to sell, distribute and market the same.

3. Duration:

This contract shall remain valid and continue to remain in full force unless terminated earlier by either Party with or without cause as given herein below in Clause 9.

4. No Employment Relationship:

The Advisor hereby confirms that he/she/they, has or have entered into this Contract as an independent contractor. Nothing in this Contract shall establish either an employment relationship or any other labour relationship between the parties or a right for the Advisor to act as a procurer, broker, commercial agent, contracting representative or other representative of Citizen’s Dream. When purchasing and selling Citizen’s Dream Products, the Advisor shall operate as an independent vendor, acting in his/her/their own name, at his/her/their own responsibility and for his/her/their own account.

5. No Assignment:

This Contract personae entered into on a personal basis, and neither this Contract nor any of the rights or obligations of the Advisor arising here under may be assigned or transferred without the prior written consent of Citizen’s Dream.

6. Representative(s):

The Co-Applicant/Authorized Representative(s) acknowledge(s) that Citizen’s Dream will deal exclusively with the Primary Applicant/First Authorized Representative in respect of all Citizen’s Dream business matters, and also pay commissions and/or any other incentives to and in the name of the Primary Applicant/Entity only.

7. Payments and Bank Accounts:

Citizen’s Dream will make all payments on account of commissions, discounts, returns or refunds etc. through bank transfer in favour of the Primary Applicant/Entity only as per the details provided in the Citizen’s Dream Freelancer Application or as may be updated by the Primary Applicant/Entity in writing from time to time. The bank account must be opened and operated in full compliance with Indian laws, including with respect to applicable foreign exchange laws.

8. Obligations of Citizen’s Dream Advisors:

(a) The Advisor shall not sell any Citizen’s Dream Product for a price exceeding the Maximum Retail Price mentioned on the labels of the Citizen’s Dream Products.

(b) The Advisor shall, throughout the validity of this Contract, strictly adhere to all applicable laws, regulations and other legal obligations that affect the operation of his/her/their business. The Advisor shall be responsible for obtaining any applicable registration, license, approval or authorization, to carry out the business as Advisor, copy of which shall be provided to Citizen’s Dream upon request.

(c) Citizen’s Dream Advisors shall:

• always carry their identity card and not visit the consumer’s premises without prior appointment / approval;
• truthfully and clearly identify themselves and state the purpose of solicitation to the prospective consumer and state the identity of Citizen’s Dream, provide complete explanation and demonstration as well as description of the nature of products and services being offered for sale, provide details of prices, credit terms, terms of payment, return policies, terms of guarantee, after-sales service, complaint redress mechanism etc.;
• Provide a bill and receipt to the consumer for orders placed; iv. Subject to applicable legal requirements, maintain proper books of accounts in prescribed forms;

(d) Citizen’s Dream Advisors shall not:

• use misleading, deceptive or unfair trade practices for sale or recruitment of prospective Advisors;
• Require or encourage other Advisors to purchase Citizen’s Dream Products or services in unreasonably large quantities.
• provide any literature and/or training material, not restricted to collateral issued by Citizen’s Dream , to a prospective and/or existing Advisors which have not been approved by Citizen’s Dream ;
• Require prospective or existing Advisors to purchase any literature or training material or sales demonstration equipment.
• strictly adhere to, inter alia, the Code of Ethics.

9. Termination of the Citizen’s Dream Freelancer Contract:

The Advisor may, without assigning any reason, after giving written notice to Citizen’s Dream, terminate this Contract with immediate effect and this contract would be terminated automatically. An Advisor shall not be entitled to purchase Citizen’s Dream Products or services upon serving the notice. In addition to the above:

(a) Citizen’s Dream may terminate this Contract forthwith in case:

• the Advisor violates the provisions of the Code of Ethics;
• for reasons of non-performance of sales of Citizen’s Dream Products and services as per the Code of ethics from time to time, if any;
• for the breach of any provision hereof including but not Corporation Pvt. Ltd. to non-compliance to Zero Tolerance Policy as defined in the Code of Ethics;
• for the breach of any applicable law including Food Laws, Legal Metrology, Direct Selling guidelines/laws/rules etc., published by the Government of India or any State Government, as amended from time to time;
• due to misrepresentation by the Advisor to any consumer or prospective Advisor; or
• due to legal, regulatory or other developments that require material operational changes within the Territory, in which case Citizen’s Dream may, if regulatory conditions allow, endeavour to restructure the contractual relationship with the Advisor on such terms and conditions as are then practical and legally permissible. Citizen’s Dream may from time to time, amend any of the documents comprising this Contract through notice on its website, or, SMS or through other Citizen’s Dream Digital channels. If the Advisor does not agree to be bound by such amendment(s), he/she/they may terminate this Contract with immediate effect by giving a written notice to Citizen’s Dream. Otherwise, the Advisor's continued relationship with Citizen’s Dream constitutes an affirmative acknowledgment by the Advisor of the amendment(s), and his/her/their agreement to be bound by the same.

10. Severability:

If any provision of these Terms and Conditions is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. Governing Law:

This Contract and all questions of its interpretation shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its principles of conflicts of laws. The Agreement is civil in nature and hence, it is to be governed and construed in accordance with the Indian Contract Act, 1872, the Code of Civil Procedure and other applicable laws of India.

12. Dispute Settlement:

The parties shall endeavour to settle any dispute or difference arising out of or in connection with this Contract through mutual discussions within 30 days of such dispute arising. The Advisor agrees that in the event it is not satisfied by any decision of Citizen’s Dream , or in the event that any issue raised by the Advisor has remained unresolved for a period of more than two months, and / or during the subsistence of this agreement or upon or after its termination, any issue or dispute that the Advisor may have regarding the interpretation or operation of the clauses of this arrangement or any issues arising there from shall be referred to Grievance Redress Committee set up by Citizen’s Dream . Any dispute, difference or claim remaining unresolved post reference to the Grievance Redress committee discussions shall be submitted to binding arbitration under the provisions of the Indian Arbitration and Conciliation Act, 1996, as amended from time to time. The venue of such arbitration shall be at New Delhi and the award of the Arbitrator shall be final and binding on all Parties. Subject to the above, courts at New Delhi shall alone have jurisdiction in relation to this Contract and matters connected here to.

13. Limitation on Liability:

Citizen’s Dream liability, whether in contract, or otherwise, arising out of or in connection with this Contract shall not exceed the less of:

(a) actual damages or loss assessed by the arbitrator, or any other dispute resolution mechanism adopted by the Parties, or;

(b) the total undisputed commission/incentives earned by the Advisor preceding the date of the dispute.