Independent Distributorship Agreement

INDEPENDENT DISTRIBUTOR AGREEMENT
COMPANY RULES AND REGULATIONS
Table of Contents
Introduction
DEFINITIONS
RULES AND TERMS REGARDING DISTRIBUTORSHIP
ORDERING, SALES, AND RETURN TERMS
DISTRIBUTOR’S RIGHTS AND RESPONSIBILITIES
SPONSORS' RESPONSIBILITIES
VIOLATIONS, DISCIPLINARY MEASURES, AND CORRECTIVE ACTIONS
TERMINATION OF DISTRIBUTORSHIP AND REAPPLICATION
ETHICAL RULES
GENERAL PROVISIONS
INTRODUCTION
These Rules and Regulations ("Rules and Regulations") are an annex and an inseparable part of the Distributor Agreement ("ONYEDİ WELLNESS Distributor Agreement") signed between Onyedi Global Medikal San. İç ve Dış Ticaret Ltd. Şti ("ONYEDİ WELLNESS") and the Distributor. The purpose of these Rules and Regulations is to guide the application of the provisions in the Distributor Agreement and establish a healthy order between the parties and stakeholders regarding direct sales. Therefore, all Distributors must carefully read these Rules and Regulations and ensure they understand their rights and obligations. Violating the provisions of these Rules and Regulations may result in the loss of all rights and privileges of the Distributor, as outlined below. ONYEDİ WELLNESS reserves the right to amend, interpret, and explain the provisions of these Rules and Regulations if they conflict with Turkish Law or for any other necessary reason.
1. DEFINITIONS
Company: The trademark of Onyedi Global Medikal San. İç ve Dış Ticaret Ltd. Şti., ONYEDİ WELLNESS, is a globally valid direct sales company trademark.
ONYEDİ WELLNESS Headquarters: Located at Yazır Mah. Abbas Sk. No:3/1 Selçuklu / Konya, TURKEY.
ONYEDİ WELLNESS Distributor or Distributor: An individual who has applied for and has been accepted by ONYEDİ WELLNESS through the Distributor Application Form under the sponsorship of an existing ONYEDİ WELLNESS Distributor and has met the necessary conditions. The ONYEDİ WELLNESS Distributor is considered an independent individual (entrepreneur/commercial operator) purchasing and selling ONYEDİ WELLNESS products in their own name and on their own account, not as a representative or employee of ONYEDİ WELLNESS.
Sponsor: A current ONYEDİ WELLNESS Distributor who facilitates the recruitment of a new Independent Distributor into the system.
Compensation Plan: An integral part of the ONYEDİ WELLNESS Distributor Agreement, outlining the rights, privileges, and rewards a Distributor may earn, as well as the rules and criteria for these.
Wallet: The e-wallet within the software infrastructure provided for all product representatives.
ONYEDİ WELLNESS Products: Products that are produced or supplied by ONYEDİ WELLNESS or its suppliers and are distributed by ONYEDİ WELLNESS.
Distributor Level: The level of a Distributor under the ONYEDİ WELLNESS Compensation Plan, indicating their status, rights, obligations, and responsibilities.
ONYEDİ WELLNESS ID: The special ID assigned by ONYEDİ WELLNESS to a Distributor upon their acceptance into the system. This ID indicates the Distributor’s level within ONYEDİ WELLNESS.
Direct Sales Activity: The direct selling of consumer goods or services through personal presentation or demonstration at private residences, workplaces, or other locations without a traditional retail setup. Any terms not explicitly defined in these Rules and Regulations will have the meaning ascribed to them in the Distributor Agreement.
2. RULES AND TERMS REGARDING DISTRIBUTORSHIP
2.1. Who can apply for ONYEDİ WELLNESS Distributor status?
According to Turkish Law, individuals who are 18 years of age or older and have no legal barriers can apply for the ONYEDİ WELLNESS Distributor status. Individuals prohibited from engaging in direct sales or other commercial activities by Turkish Law are not eligible to apply. Additionally, individuals who are state employees or under any legal restrictions are not allowed to participate in this program.
Employees of ONYEDİ WELLNESS and their close relatives are prohibited from applying for the ONYEDİ WELLNESS Distributor status. Close relatives are defined as parents, children, siblings, etc. A Distributor’s status may be terminated immediately if they no longer meet the requirements.
2.2. Application Procedure for ONYEDİ WELLNESS Distributor Status
To apply for ONYEDİ WELLNESS Distributor status, individuals must be recommended by an authorized ONYEDİ WELLNESS Distributor. The applicant must then register via the ONYEDİ WELLNESS website (www.onyediwellness.com). Upon approval of the application, ONYEDİ WELLNESS will issue a ONYEDİ WELLNESS ID to the applicant, who will then officially become an ONYEDİ WELLNESS Distributor.
2.3. Rules regarding the ONYEDİ WELLNESS ID
Each ONYEDİ WELLNESS Distributor is assigned only one ID.
ONYEDİ WELLNESS reserves the right to approve or reject any applications. The provided information must be accurate. Fraudulent use of another person’s identity is strictly prohibited. Distributors are responsible for providing accurate information.
Distributors cannot transfer or sell their ONYEDİ WELLNESS Distributor status. Violating this rule will result in invalidation of the transfer or sale, and the party in violation will be responsible for compensating any resulting damages.
Distributor status is not transferable or assignable to a third party, and no sales can be conducted outside of the ONYEDİ WELLNESS network. ONYEDİ WELLNESS reserves the right to terminate or reject any such unauthorized activities.
2.5. ONYEDİ WELLNESS Commission Plans, Payments, and General Rules
2.5.1. Independent Distributors must not provide false information regarding the company's compensation plan. Claims related to earnings or sales must be based on documented facts.
2.5.2. There is no guarantee that any individual will earn a specific amount. The success of a distributor depends on their previous experience, commitment, motivation, and efforts.
2.5.3. The company will calculate commissions monthly and will deposit them into the distributor's specified bank account by the 28th of the following month.
2.5.4. Distributors are responsible for ensuring their contact information is up to date and must report any changes to the company.
2.5.6. The earnings of independent distributors will be calculated according to their level and the current Compensation Plan available on the website.
3. ORDERING, SALES, AND RETURN TERMS
3.1. Distributors can place orders through:
The company’s headquarters
Country and regional offices
The official ONYEDİ WELLNESS website and back-office (www.onyediwellness.com)
Orders are confirmed when an email confirmation is sent, and a sales agreement is formed. ONYEDİ WELLNESS reserves the right to refuse any order without providing a reason and will refund the payment within 14 business days.
3.2. Online Sales and Marketplaces
Independent Distributors are prohibited from selling ONYEDİ WELLNESS products on any digital marketplaces or facilitating the sale of products by third parties. Any violation will result in compensation claims up to 100 times the value of the purchased products.

4. RIGHTS AND RESPONSIBILITIES OF THE DISTRIBUTOR

4.1. Rights of the ONYEDİ WELLNESS Distributor
Each ONYEDİ WELLNESS Distributor is entitled to the following rights and privileges:

Purchase, use, and promotion of ONYEDİ WELLNESS products;
Participation in the ONYEDİ WELLNESS New Earnings Plan and other Incentive Plans, and receiving related bonuses and rewards;
Sponsoring other individuals who meet the necessary conditions to join ONYEDİ WELLNESS as distributors for direct sales;
Participation in other events, training, and meetings organized by ONYEDİ WELLNESS and/or Distributors.

4.2. Compliance with Laws and Regulations
The ONYEDİ WELLNESS Distributor is obligated to comply with all regulations regarding direct sales activities under Turkish law, particularly the Regulation on Contracts Formed Outside of Business Premises, the Consumer Law, and all secondary legislation. The ONYEDİ WELLNESS Distributor shall not engage in any business transactions deemed fraudulent or illegal by the government or in any activities that could damage the reputation of ONYEDİ WELLNESS.

4.3. Compliance with ONYEDİ WELLNESS Rules and Policies
While conducting activities related to ONYEDİ WELLNESS (including retail sales, sponsorship, meetings, etc.), the ONYEDİ WELLNESS Distributor must always identify themselves as an independent distributor of ONYEDİ WELLNESS. The Distributor must fully comply with all rules, regulations, the Earnings Plan, and other relevant methods, rules, policies, procedures, measures, and reviews.

4.4. Compliance with ONYEDİ WELLNESS Regulations and Guaranteeing Quality Service
ONYEDİ WELLNESS reserves the right to communicate recommended retail prices of its products to distributors. The ONYEDİ WELLNESS Distributor is required to demonstrate products and provide verbal explanations regarding usage and the instructions on the product labels. Meetings and events organized by the ONYEDİ WELLNESS Distributor must be conducted in accordance with ONYEDİ WELLNESS rules, be purpose-driven, and used to promote ONYEDİ WELLNESS or ONYEDİ WELLNESS products. Participating in such meetings for other purposes is strictly prohibited.

4.5. Use of the ONYEDİ WELLNESS Brand and Other Intellectual Property Rights
The ONYEDİ WELLNESS Distributor acknowledges and agrees that ONYEDİ WELLNESS’s brand, patents, industrial designs, and other intellectual property rights, including logos, symbols, titles, and similar items, are exclusively owned by ONYEDİ WELLNESS. The Distributor agrees that such intellectual and industrial property rights, whether registered or not, can only be used with prior written permission from ONYEDİ WELLNESS. The Distributor commits to the following:

They will not apply for registration, lodge objections, or claim any rights regarding ONYEDİ WELLNESS or its intellectual property in official or semi-official institutions.
They will not produce, acquire, or sell products bearing ONYEDİ WELLNESS’s trademarks or symbols, unless supplied directly by ONYEDİ WELLNESS.
They will not advertise or publish ONYEDİ WELLNESS’s products or commercial activities through any media. If this rule is violated, ONYEDİ WELLNESS reserves the right to reject any liability arising from penalties, costs, or fees.
They will not use the names of ONYEDİ WELLNESS or its business partners as part of any company or business name.
For identification purposes within the independent distributor network, they must use the term "ONYEDİ WELLNESS INDEPENDENT DISTRIBUTOR" along with the name of the structure. Example: ONYEDİ WELLNESS Independent Distributor XX Organization Training Session.
All publications, visual or audio materials created and published by ONYEDİ WELLNESS are exclusively owned by ONYEDİ WELLNESS. The Distributor and others may not reproduce, print, produce, or copy such materials without ONYEDİ WELLNESS’s prior written consent. Any legal responsibility arising from such actions will be borne by the Distributor.

4.6. Other Duties and Responsibilities

Comply with all legal and administrative regulations, including all rules and regulations;
Follow the principles of service, fairness, honesty, and reliability in conducting commercial activities, show respect for community rules, and protect the interests and image of ONYEDİ WELLNESS;
Ensure that all activities related to ONYEDİ WELLNESS comply with relevant rules and regulations;
The information provided when applying to become an ONYEDİ WELLNESS Distributor must be accurate and valid. It is strictly prohibited to use someone else's identity fraudulently or obtain an ONYEDİ WELLNESS Distributorship through improper means. ONYEDİ WELLNESS reserves the right to revoke the distributor’s rights and privileges if false information is provided or if the distributor does not meet the requirements.
When making sales to customers, ONYEDİ WELLNESS products should be sold at the recommended retail price without any additional fees or unauthorized discounts;
Provide clear explanations regarding the usage of the products and the precautions listed on product labels when demonstrating the products;
Handle all customer complaints swiftly and courteously in accordance with the product return and exchange guidelines provided by ONYEDİ WELLNESS;
Using ONYEDİ WELLNESS channels for promoting or selling non-ONYEDİ WELLNESS products is prohibited.
Distributors must not promote ONYEDİ WELLNESS as a get-rich-quick scheme or an easy life tool. They must work diligently, carefully evaluate ONYEDİ WELLNESS business opportunities, and avoid exaggerating the strengths of the business partnership. They are also prohibited from spreading false or unauthorized information about ONYEDİ WELLNESS or its business partners.

4.7. Distributor’s Sales and Marketing Responsibilities

If a significant complaint is filed against an ONYEDİ WELLNESS Distributor, the distributor leader in the organization must immediately report it to ONYEDİ WELLNESS and support their report with written and oral explanations.
The ONYEDİ WELLNESS Distributor can only display and sell ONYEDİ WELLNESS products in authorized stores. They are not allowed to display or sell ONYEDİ WELLNESS products in public spaces or have others do so.
It is prohibited to sell ONYEDİ WELLNESS products door-to-door, or to coerce others into becoming ONYEDİ WELLNESS Distributors in public places.
Distributors are prohibited from using unauthorized means of marketing such as violating personal data, remote marketing, bulk mailings, faxes, posters, and other communication methods.
Without ONYEDİ WELLNESS’s written consent, it is prohibited to promote products by misleading advertising, misrepresenting the company, or implying a connection with the main ONYEDİ WELLNESS entity.

8. CODE OF ETHICS
8.1. Independent distributors are obliged to comply with all national and local laws in the activities they carry out and must not engage in any illegal or prohibited commercial practices or activities. Independent distributors must carry out their activities with the highest standards of honesty, accuracy, and responsibility towards customers.
8.2. It is strictly prohibited for independent distributors to engage in any unethical activity. The company reserves the right to intervene if such unethical behavior becomes clearly apparent or leads to a breach of the contract. The company reserves the right to make its own assessment of whether specific activities of independent distributors are unethical and, if it deems necessary, take appropriate actions, which may include suspending or terminating the Independent Distributor agreement.
8.3. The company provides the following examples of activities and behaviors considered unethical. However, these examples are not exhaustive or exclusive:
8.3.1. Promoting, developing, or selling the product in a retail store;
8.3.2. Acquiring the product through another person for promotional or sales purposes;
8.3.3. Cross-sponsorship or cross-employment;
8.3.4. Unauthorized use of others' credit cards;
8.3.5. Making false or exaggerated statements about the benefits of products;
8.3.6. Excessive, misleading, or unrealistic income claims; intentionally misrepresenting the company’s Earnings Plan;
8.3.7. Deceptive or illegal commercial practices; other prohibited or unlawful actions;
8.3.8. Using materials bearing the company logo or name without prior approval;
8.3.9. Using the company’s name, image, or logo for applications to official authorities or using it incorrectly;
8.3.10. Unauthorized use of the company logo or trademark in sponsorship or employment advertisements;
8.3.11. Misuse of the company’s trade name;
8.3.12. Unauthorized copying of company documents and literature;
8.3.13. Violation of the Independent Distributor agreement and procedures;
8.3.14. Attempting to carry out a clearly prohibited situation through indirect methods;
8.3.15. Using derogatory language about the company, other Independent Distributors, or the company’s managers;
8.3.16. Claiming that the company products and/or Earnings Plan are approved by any regulatory authority;
8.3.17. The name "ONYEDİ WELLNESS" should not appear anywhere other than the domain names owned by the Company.
8.4. Independent distributors cannot sell products on websites below the sales price determined by the company or facilitate sales at such a price. The sale of Independent Distributor licenses is also prohibited under these rules. Independent distributors who violate this policy must not continue the wrong behavior by hiring others or entering into agreements with others.
8.5. Independent distributors are prohibited from organizing domestic or international trips, training programs, or other promotions for other Independent Distributors or potential Independent Distributors to reach the targets set in the Company’s Earnings Plan without written approval from the company. If this is detected, the company reserves the right to terminate the agreement immediately without compensation.
8.6. Independent distributors cannot give misleading information to directed Independent Distributor candidates at company meetings and cannot offer Independent Distributor status for their own benefit. If proven, the new Independent Distributor will be included in the real sponsor line, and the actions of the Independent Distributor who engaged in the misconduct may lead to a suspension of their Independent Distributor status.
9. GENERAL PROVISIONS
9.1. When product representatives need information, they should first direct their questions to their own sponsors or higher-level sponsors. If this method does not provide a solution, they may request support through the official communication channels specified by the headquarters.
9.2. The company has the right to make changes to the Company Principles and/or the Earnings Plan without prior notice. It is the responsibility of the product representatives to keep track of these changes.
9.3. The Company Principles are regulated in accordance with the laws and commercial traditions of the Republic of Turkey. In case of any disputes between the company and product representatives, the courts and enforcement offices of Konya are authorized. This article is considered as an agreement on jurisdiction.
9.4. The company explains the rules that must be followed when establishing and maintaining your business. All product representatives must learn and apply these rules. Additionally, each representative is responsible for the business and behavior of the first four representatives they sponsor.
9.5. Due to force majeure situations (such as strikes, lockouts, natural disasters, terrorist events, severe economic crises, pandemics, wars, and other force majeure events specified in the Turkish Code of Obligations), the company may be unable to fulfill its obligations, either partially or fully, for a certain period of time or indefinitely.
9.6. The non-enforcement of any provision of this Agreement does not mean that the same provision will not be enforced in the future.

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