Contract with the service


Contract of Engagement - Service Provider/Independent Business Owner
Parties hence set the following terms between themselves.

IN CONSIDERATION of the promises and other good and valuable consideration (the sufficiency and receipt of which are hereby acknowledged) the parties agree as follows:

NATURE AND SCOPE
The Parties hereto agree that the Nature and Scope of the agreement is to provide a platform, namely, Totally Fit, to the end users of the Service Providers/Independent Business Owners.

TENURE AND TERM OF AGREEMENT
The parties hereto agree that the Tenure of the agreement is legally binding on all parties with immediate written consent and as at will.

PLACE AND VENUE OF EXECUTION
The parties hereto agree that the Place of the execution of the agreement is in registered place of business as mentioned above in Gurgaon, India.

PRELIMNARY CLAUSE
This agreement contains the entire agreement between the parties, superseding in all respects any and all prior oral or written agreements or understandings pertaining to the Association of the Service Provider/Independent Business Owner by the Totally Fit and shall be amended or modified only by written instrument signed by both of the parties hereto for the purpose of the Association of the Service Provider/Independent Business Owner.

SALARY AND FEES FOR SERVICES
- As full compensation for all services provided the Service Provider/Independent Business Owner shall be paid at the rate such agreed on the transactions done by Service Provider/Independent Business Owner with the end users.
- May include bonus calculations or omit in order to exercise discretion.
- Service Provider/Independent Business Owner are not allowed to charge a customer to use the platform. However. Service Provider/Independent Business Owners may charge the customer for the products or club membership in accordance with Herbalife guidelines
-Totally Fit may choose to charge the end customer fees/costs for independent events organized by it.

SERVICE PROVIDER/INDEPENDENT BUSINESS OWNER DUTIES AND RESPONSIBILITIES
Adhere to Herbalife rules and regulations at all times.
Create and monitor a wellness profile of all our clients/customers.
Evaluating the dietary needs of a client by assessing their health and exercise levels, sleep and food habits
Clarifying information to clients and explaining the effects of nutrients on overall health condition.
Offering suggestion and suggest positive alterations in nutrition to address clients’ dietary restrictions
Clarify information to clients and explain the effects of nutrients on overall health condition.
Create full and personalized nutrition plans that promote healthy lifestyles.
Set clear objectives and provide support to clients to help them in their progress.
Participate in marketing and customer research to expand field related knowledge such as the impacts of nutrients, the benefits of diets to body’s functions etc.
Write and publish articles to educate the public.
Make presentations on a variety of topics such as how nutrition affects performance in sports, schools.

NOTICE
The parties hereto agree that the Totally Fit will provide 30 days of notice period before termination or release of the Service Provider/Independent Business Owner, also the Totally Fit will provide the Service Provider/Independent Business Owner notice period for disassociation of 60 days.

NON COMPETE AND POACHING AND NON SOLICITATION
It is further acknowledged and agreed that following termination of the Service Provider/Independent Business Owner’s Association with Totally Fit for any reason the Service Provider/Independent Business Owner shall not hire or attempt to hire any current Service Provider/Independent Business Owners and employees of Totally Fit.

It is further acknowledged and agreed that following termination of the Service Provider/Independent Business Owner’s Association with Totally Fit for any reason the Service Provider/Independent Business Owner shall not solicit or approach business from current clients or clients who have retained, the Service Provider/Independent Business Owner’s termination.
The Service Provider/Independent Business Owner will be truthful and be working for the Totally Fit only. The Service Provider/Independent Business Owner will not be working for any competitor or other Association in the conflicting services as the Totally Fit so mentioned.

The work delegated by the Totally Fit will not be assigned to any other outer source in any capacity by the Service Provider/Independent Business Owner. The Service Provider/Independent Business Owner will have to perform the work by himself.

NON DISCLOSURE
The parties hereto agree that during the Association Period or at any time thereafter, irrespective of the time, manner or cause of the termination of this Agreement, Service Provider/Independent Business Owner will not directly or indirectly reveal, divulge, disclose or communicate to any person or entity, other than approved and authorized officers, directors and faculties of the Totally Fit, in any manner whatsoever, any Confidential Information (as hereinafter defined) of Totally Fits or any subsidiary of Totally Fits without the prior written consent of the Totally Fit.

MEDIA RESPONSIBILITY
The parties hereto agree that the Service Provider/Independent Business Owner will not disclose the news irrespective of the matter whether in Written, oral or electronic means of communication. The Service Provider/Independent Business Owner will follow the time guidelines as so prescribed by the Totally Fit strictly, maintain the originality in the content so published or to be published. The Service Provider/Independent Business Owner will produce the original content for the Totally Fit only.

INTELLECTUAL PROPERTY RIGHTS
The parties hereto agree that the Totally Fit will be the sole owner of the work created in Intellectual capacity. The rights of the Intellectual work created will be with the Totally Fit only however the moral rights and credits of authorship will be kept with the author / developer of the work. The work created by the Service Provider/Independent Business Owner after the engagement with the Totally Fit will be solely owned by the Totally Fit. With the company physical and intellectual property without prior notice and application as so be approved from the Totally Fit.

SERVICE PROVIDER/INDEPENDENT BUSINESS OWNER TERMINATION AND RESIGNATION
The parties hereto agree that in the term of the Service Provider/Independent Business Owner will not be able to terminate the Association with Totally Fit. The Totally Fit if so wishes to terminate the Service Provider/Independent Business Owner for the reason as seem fit to the Totally Fit.  There will be immediate termination of the Service Provider/Independent Business Owner under circumstances of any breach of the contract, unauthorized contact to Clients and other Service Provider/Independent Business Owner or staff members.

INDEMNIFICATION
The parties hereto agree hereby entitled to indemnification for Service Provider/Independent Business Owner’s acts or omissions in his/her capacity as the Service Provider/Independent Business Owner.

OTHER ASSOCIATION CONDITIONS AND CLARIFICATIONS

Other Clarifications
- Service Provider/Independent Business Owner will not be allowed to charge a customer / Client to use the platform however they may charge the customer / Client for the products or club membership in accordance with Herbalife guidelines.

-Service Provider/Independent Business Owner has to create their own profile with Totally Fit and by a Unique Referral Code will so be identified and use for all transactions involving Totally Fit thereafter. Also the Service Provider/Independent Business Owner can sign the different client undertaking and utilize the services of another Service Provider/Independent Business Owner under Totally Fit.

- Service Provider/Independent Business Owner will have the Access to the client profile for Viewership only for further counselling purpose.

- Service Provider/Independent Business Owner will have to fill up the questionnaire and mandatorily has to complete the Identification and Document Verification.

- Service Provider/Independent Business Owner is strictly Prohibited to share any type and nature of data of the respective client on any platform irrespective of the conditions unless written authorized by Client or Totally Fit.

SEVERABILITY
The parties hereto agree that in the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

ENTIRE AGREEMENT
These conditions are subject to the provisions under this agreement and the regulations and guidelines framed this under as may be in force from time to time. The Agreement constitutes the entire agreement and understanding between the Parties to this Agreement and supersedes all prior communications, contracts, or agreements between these Parties with respect to the subject matter addressed in this Agreement, whether oral or written.

DISPUTE RESOLUTION
The parties hereto agree that the dispute raised if so it will be resolved by the means of Alternative Dispute Resolution only at Delhi, India, the courts will not be involved in the entire dispute matter as whatever nature it might be so. The Arbitrator will be appointed by the Totally Fit.

BREACH OF THE CONTRACT  
The parties hereto agree that any violation of any provision hereof, any incomplete or mistaken performance of any obligation provided as above, any misrepresentation made as above, any material non-disclosure or omission of any material fact, or any failure to perform any covenants provided as above by the Service Provider/Independent Business Owner, shall constitute a breach of this Agreement. The Service Provider/Independent Business Owner shall be liable for any such breach pursuant to 1 lakh or the actual damage whichever is higher.

JURISDICTION
The parties hereto agree that this agreement shall be governed by the laws of the Union of India, state of Delhi.