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INDEPENDENT SALES AGENT AGREEMENT TERMS & CONDITIONS

Welcome to Equilibria FRESHSPICE. This Independent Sales Agent Agreement ("Agreement") outlines the terms, conditions, and expectations governing the professional relationship between Equilibria FRESHSPICE ("Company") and you, the Independent Sales Agent ("Sales Agent").  

 

As a Sales Agent, you will play a pivotal role in promoting and selling the Shuddhi product line across designated territories, contributing to the growth and expansion of Equilibria FRESHSPICE. This Agreement is designed to establish a transparent framework that defines your rights, responsibilities, and the operational standards that will guide our partnership.  

By entering into this Agreement, you acknowledge and agree to:  

  • Represent Equilibria FRESHSPICE professionally and ethically.  

  • Adhere to the company’s brand guidelines, pricing structures, and promotional policies.  

  • Comply with applicable Indian and international laws, ensuring all sales activities align with legal and regulatory requirements.  

  • Safeguard the company’s intellectual property, confidential information, and uphold data protection standards.  

 

The terms outlined herein cover key operational areas such as commission structures, sales targets, reporting obligations, marketing guidelines, and dispute resolution mechanisms. This Agreement also clarifies the procedures for termination, indemnification, and the handling of customer data in accordance with Equilibria FRESHSPICE’s Privacy Policy, Cookies Policy, Shipping Policy, and Refund Policy.  

 

We encourage you to carefully read and understand this Agreement. Should you have any questions or require further clarification, please contact Equilibria FRESHSPICE at sales@freshspice.in.  

By accepting this Agreement, you confirm your commitment to fostering a mutually beneficial relationship with Equilibria FRESHSPICE and contributing to the shared goal of delivering exceptional products and experiences to our customers.

1. General Terms and Scope of Engagement  

 

1.1 Appointment  
1.1.1 Equilibria FRESHSPICE hereby appoints the Sales Agent to promote, market, and sell the Shuddhi product line, as described on the company’s e-commerce website and in accordance with the terms set out in this Agreement.  
1.1.2 The Sales Agent agrees to actively pursue opportunities to generate sales, build customer relationships, and expand the market for Shuddhi products within their assigned scope.  

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1.2 Non-Employee Status  
1.2.1 The Sales Agent is engaged as an independent contractor and not as an employee, partner, joint venturer, or representative of Equilibria FRESHSPICE.  
1.2.2 This Agreement does not entitle the Sales Agent to employee benefits, such as paid leave, insurance, or retirement contributions.  
1.2.3 The Sales Agent shall not have the authority to enter into contracts or obligations on behalf of Equilibria FRESHSPICE unless expressly authorized in writing.  

 

1.3 Territory  
1.3.1 The Sales Agent is assigned the territory of [Specific Region/Location], as determined by Equilibria FRESHSPICE.  
1.3.2 Equilibria FRESHSPICE reserves the right to reassign or modify the Sales Agent’s territory based on market needs, performance metrics, or strategic priorities, with prior written notice.  
1.3.3 Any exclusivity rights within the designated territory are subject to the performance criteria outlined in this Agreement.  

 

1.4 Term  
1.4.1 This Agreement will commence on [Start Date] and will remain valid until terminated in accordance with the termination clauses detailed herein.  
1.4.2 Either party may terminate this Agreement by providing a written notice of 30 days, subject to the conditions outlined in the Termination Procedures clause.  
1.4.3 Equilibria FRESHSPICE reserves the right to terminate this Agreement immediately in cases of breach, gross misconduct, or non-compliance with the terms and conditions.  

 

1.5 Applicable Policies  
1.5.1 The Sales Agent agrees to adhere to all policies published by Equilibria FRESHSPICE, including but not limited to:  

  • Privacy Policy: Available on the company’s e-commerce website.  

  • Cookies Policy: Governing the use of website data and related technologies.  

  • Shipping Policy: Applicable to both domestic and international deliveries.  

  • Refund Policy: Governing returns, replacements, and customer satisfaction measures.  

1.5.2 By signing this Agreement, the Sales Agent acknowledges they have read and understood these policies and agree to comply with them.  

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1.6 Governing Law and Jurisdiction  
1.6.1 This Agreement shall be governed by the laws of India.  
1.6.2 Any disputes arising from or related to this Agreement shall be subject to the jurisdiction of the courts in Gurgaon, Haryana, India.  

 

1.7 Communications  
1.7.1 All official communications between the Sales Agent and Equilibria FRESHSPICE shall be conducted through email at sales@freshspice.in.  
1.7.2 Verbal communication or messages sent through unofficial channels shall not be considered binding.  

 

1.8 Assignment of Roles  
1.8.1 The Sales Agent’s roles and responsibilities as defined in this Agreement cannot be assigned or transferred to another individual or entity without the prior written consent of Equilibria FRESHSPICE.  

2. Operational Governance  

 

2.1 Sales Targets  
2.1.1 Quarterly sales targets shall be established collaboratively between Equilibria FRESHSPICE and the Sales Agent at the beginning of each quarter.  
2.1.2 Targets will be based on historical performance, current market trends, and realistic growth opportunities.  
2.1.3 Any adjustments to sales targets due to unforeseen market conditions or strategic shifts will be communicated in advance, along with a rationale for the changes.  

 

2.2 Reporting  
2.2.1 The Sales Agent shall provide weekly and monthly reports to Equilibria FRESHSPICE, detailing the following:  

  • Lead generation and status updates.  

  • Closed deals and revenue contributions.  

  • Challenges or obstacles faced in achieving sales targets.  

2.2.2 Reports must be submitted in the format specified by Equilibria FRESHSPICE.  
2.2.3 Failure to submit reports on time may impact the Sales Agent’s performance reviews and continued engagement with the company.  

 

2.3 Marketing and Support Materials  
2.3.1 Equilibria FRESHSPICE will provide the Sales Agent with the following resources to facilitate sales activities:  

  • Product samples, where applicable.  

  • Marketing and promotional materials such as brochures, digital assets, and presentations.  

  • Access to the e-commerce platform for sales agent-specific materials.  

2.3.2 Sales Agents are required to utilize only approved materials to ensure consistency with the company’s Privacy Policy, Cookies Policy, and brand guidelines.  
2.3.3 Unauthorized modifications or distribution of marketing materials may result in immediate termination of this Agreement.  

 

2.4 Training and Development  
2.4.1 Equilibria FRESHSPICE will provide initial and periodic training sessions to ensure the Sales Agent is well-versed in the following:  

  • Product knowledge, including key features, benefits, and applications.  

  • Market trends and customer segmentation insights.  

  • Sales techniques, objection handling, and strategic market entry methods.  

2.4.2 Participation in all scheduled training sessions is mandatory unless an exception is approved in writing by Equilibria FRESHSPICE.  
2.4.3 Sales Agents will have access to online training modules and resources via the dedicated agent portal on the Equilibria FRESHSPICE e-commerce website.  

 

2.5 Compliance with Policies  
2.5.1 The Sales Agent agrees to adhere to the company's published policies, including the Privacy Policy, Cookies Policy, Shipping Policy, and Refund Policy, all of which are accessible via the company’s e-commerce website.  

 

2.6 Governing Law and Jurisdiction  
2.6.1 This section and all related obligations are governed by the laws of India.  
2.6.2 Any disputes will fall under the jurisdiction of courts in Gurgaon, Haryana, India, applicable to domestic and international Sales Agents.  

 

2.7 Communications  
2.7.1 All official correspondence, including reports and training queries, must be directed to sales@freshspice.in.  
2.7.2 No other communication channels shall be considered valid or binding for operational governance purposes.  
 

3. Sales Territory and Exclusivity  

 

3.1 Exclusivity Terms  
3.1.1 Equilibria FRESHSPICE may assign exclusive sales territories to Sales Agents based on market potential, performance history, and strategic business needs.  
3.1.2 Exclusive territories, if granted, will be defined in the Sales Agent Agreement and shall remain in effect unless modified or revoked by the company.  
3.1.3 Equilibria FRESHSPICE reserves the right to modify the boundaries of assigned territories or appoint additional Sales Agents in a territory by providing a 30-day prior written notice.  
3.1.4 Territory modifications may occur to:  

  • Address underperformance.  

  • Respond to changing market dynamics.  

  • Optimize resource allocation to enhance overall sales outcomes.  

 

3.2 Performance-Based Continuation  
3.2.1 Continuation of exclusive territory rights is contingent upon the Sales Agent consistently meeting agreed-upon quarterly sales targets, as outlined in clause 2.1.  
3.2.2 Failure to achieve sales targets for a period exceeding 90 consecutive days may lead to:  

  • Review and reassignment of the exclusive territory to another Sales Agent.  

  • Termination of exclusivity for the Sales Agent in the specified territory.  

3.2.3 The company will provide a written notice and a 30-day period for the Sales Agent to demonstrate improvement before finalizing any territory reassignment or termination.  

 

3.3 Multi-Agent Territories  
3.3.1 In cases where territories are not assigned exclusively, multiple Sales Agents may operate within the same region.  
3.3.2 Equilibria FRESHSPICE will ensure fair distribution of resources and support for all agents operating in shared territories.  
3.3.3 Sales performance in multi-agent territories will be monitored individually to evaluate agent contributions and determine future assignments.  

 

3.4 Compliance with Policies  
3.4.1 All operations within assigned territories must adhere to the company’s Privacy Policy, Cookies Policy, Shipping Policy, and Refund Policy. These policies are accessible on the company’s e-commerce website.  

 

3.5 Governing Law and Jurisdiction  
3.5.1 This section is governed by the laws of India.  
3.5.2 Any disputes arising from territory assignment or exclusivity will be subject to the jurisdiction of courts in Gurgaon, Haryana, India.  

 

3.6 Communication of Territory Assignments  
3.6.1 All communication regarding the assignment, modification, or termination of territories shall be sent via email to sales@freshspice.in.  

 

4. Roles and Responsibilities  

 

4.1 Sales Agent Responsibilities  
4.1.1 The Sales Agent shall actively promote and sell the Shuddhi product line within the assigned territory in accordance with the terms specified in Clause 3.1 and 3.2.  
4.1.2 The Sales Agent must comply with the pricing policies and promotional guidelines issued by Equilibria FRESHSPICE, ensuring consistency and alignment with the company’s brand and business objectives.  
4.1.3 The Sales Agent shall uphold professionalism in all interactions with customers, partners, and stakeholders, adhering to ethical business practices and maintaining the company’s reputation.  
4.1.4 Feedback on market trends, competitor activities, customer responses, and any challenges faced must be documented and submitted in regular reports, as outlined in Clause 2.2.  
4.1.5 The Sales Agent must safeguard any proprietary information and adhere to confidentiality clauses as specified in the Privacy Policy available on the company website.  

 

4.2 Equilibria FRESHSPICE Responsibilities  
4.2.1 Equilibria FRESHSPICE will provide Sales Agents with adequate training, including product knowledge, sales techniques, and updates on new offerings. Training will be conducted as per Clause 2.4.  
4.2.2 Marketing materials, product samples, and necessary sales resources will be provided by Equilibria FRESHSPICE to support the Sales Agent’s activities, as stated in Clause 2.3.  
4.2.3 Equilibria FRESHSPICE will address queries from Sales Agents promptly via email communication to sales@freshspice.in and provide ongoing support to facilitate successful sales operations.  
4.2.4 Regular check-ins and performance reviews will be conducted to monitor sales outcomes, identify areas for improvement, and ensure the alignment of activities with company goals.  
4.2.5 Equilibria FRESHSPICE shall ensure all products marketed by the Sales Agent comply with the applicable terms in the Shipping Policy and Refund Policy available on the company website.  

 

4.3 Compliance and Reporting  
4.3.1 Both parties shall comply with applicable policies, including the Privacy Policy, Cookies Policy, Shipping Policy, and Refund Policy.  
4.3.2 The governing law for this agreement is India, and any disputes will be subject to the jurisdiction of courts in Gurgaon, Haryana, India.  

5. Compensation and Payments  

 

5.1 Commission Structure  
5.1.1 The Sales Agent’s compensation will be commission-based, calculated as a percentage of net sales generated by the Sales Agent within their assigned territory.  
5.1.2 The commission percentage will follow a tiered incentive model, with higher sales volumes eligible for increased commission rates. Specific details of the tiered model will be outlined in a separate schedule shared with the Sales Agent.  
5.1.3 All sales eligible for commission must adhere to the terms in the Shipping Policy, Refund Policy, and other applicable policies to qualify as net sales.  

 

5.2 Payment Schedule  
5.2.1 Commissions will be paid by the 15th day of the following month, provided that sales records have been verified and no discrepancies exist.  
5.2.2 Payments will be processed electronically, and the Sales Agent is responsible for providing accurate and up-to-date banking details.  
5.2.3 Equilibria FRESHSPICE reserves the right to delay payment if sales records are under review or disputes arise regarding transactions.  

 

5.3 Deductions  
5.3.1 Equilibria FRESHSPICE may deduct any outstanding debts, such as the cost of unreturned samples, damaged promotional materials, or other dues, from the Sales Agent’s earned commission. 
5.3.2 Any taxes applicable on commissions will be deducted at source as per Indian tax laws. The Sales Agent is responsible for ensuring compliance with their tax obligations in their jurisdiction.  

 

5.4 Compliance and Dispute Resolution  
5.4.1 Both parties agree to abide by the terms outlined in the Privacy Policy, Cookies Policy, and any applicable clauses.  
5.4.2 Any disputes related to compensation or payments will be subject to the governing law of India and resolved in the jurisdiction of courts in Gurgaon, Haryana, India.  

These terms provide clarity on compensation, ensuring that the Sales Agent is rewarded fairly while maintaining accountability and compliance with Equilibria FRESHSPICE’s policies. For any further clarification, Sales Agents can reach out to sales@freshspice.in.

6. Non-Compete and Non-Disclosure  

 

6.1 Non-Compete  
6.1.1 The Sales Agent agrees not to market, sell, or promote any products or services that compete directly or indirectly with the Shuddhi product line within the assigned territory during the term of this agreement.  
6.1.2 This restriction shall continue for a period of one (1) year after the termination or expiration of this agreement unless waived in writing by Equilibria FRESHSPICE.  
6.1.3 Any breach of this clause may result in immediate termination of this agreement and legal action, including the recovery of damages caused to Equilibria FRESHSPICE.  

 

6.2 Non-Disclosure  
6.2.1 The Sales Agent acknowledges that they will have access to confidential and proprietary information, including but not limited to pricing strategies, customer data, marketing plans, and product formulations, collectively referred to as "Confidential Information."  
6.2.2 The Sales Agent agrees to:  

  • 6.2.2.1 Use Confidential Information solely for the purpose of performing their obligations under this agreement.  

  • 6.2.2.2 Protect the confidentiality of such information and prevent its unauthorized disclosure.  

  • 6.2.2.3 Not disclose, share, or disseminate Confidential Information to any third party during the term of this agreement and for a period of three (3) years thereafter without prior written consent from Equilibria FRESHSPICE.  

6.2.3 Exclusions: The confidentiality obligation does not apply to information that:  

  • 6.2.3.1 Is publicly available at the time of disclosure or becomes publicly available through no fault of the Sales Agent.  

  • 6.2.3.2 Was independently developed by the Sales Agent without reference to Confidential Information provided by Equilibria FRESHSPICE.  

6.2.4 The Sales Agent must return or destroy all Confidential Information in their possession upon termination of this agreement or upon request by Equilibria FRESHSPICE.  

 

6.3 Enforcement and Remedies  
6.3.1 Any breach of the non-compete or non-disclosure provisions will be subject to the governing law of India, with jurisdiction exclusively in Gurgaon, Haryana, India.  
6.3.2 Equilibria FRESHSPICE reserves the right to seek injunctive relief, specific performance, or other equitable remedies to enforce compliance with these clauses.  

 

6.4 Additional Clauses  
6.4.1 The Sales Agent shall comply with all applicable terms outlined in the Privacy Policy, Cookies Policy, Shipping Policy, and Refund Policy.  
6.4.2 For clarification or disputes, the Sales Agent may contact Equilibria FRESHSPICE via sales@freshspice.in.

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7. Performance Management  

 

7.1 Performance Reviews  
7.1.1 Equilibria FRESHSPICE will conduct quarterly performance reviews for all Sales Agents to assess their achievements against agreed-upon sales targets, client acquisition rates, and overall contributions.  
7.1.2 Reviews will be based on data submitted through periodic reports (refer to Clause 2.2) and real-time insights captured by Equilibria FRESHSPICE as applicable.  
7.1.3 Performance reviews will also consider qualitative feedback, such as customer interactions, professionalism, and adherence to company policies and guidelines.  
7.1.4 The Sales Agent shall actively participate in the review process, including providing input and suggestions for improving operational efficiency.  

 

7.2 Improvement Plans  
7.2.1 If a Sales Agent fails to meet agreed-upon targets for two consecutive review periods or as determined in any performance review, they will be placed on a structured Performance Improvement Plan (PIP).  
7.2.2 The PIP will include:  

  •  7.2.2.1 Clear and specific objectives for improvement.  

  •  7.2.2.2 A timeline (typically 30 to 90 days) for achieving measurable results.  

  •  7.2.2.3 Additional support such as training or one-on-one mentorship from Equilibria FRESHSPICE representatives.  

7.2.3 Failure to meet the objectives outlined in the PIP within the given timeline may result in the reassignment of territories (refer to Clause 3.1) or termination of this agreement under Clause 8 88888888888888888.  

 

7.3 Reporting and Communication  
7.3.1 During the PIP period, the Sales Agent is required to submit weekly updates to Equilibria FRESHSPICE detailing their progress and challenges.  
7.3.2 Equilibria FRESHSPICE reserves the right to revise or extend the PIP period based on demonstrated improvements or unforeseen circumstances affecting performance.  

 

7.4 Dispute Resolution  
7.4.1 Any disagreements or concerns regarding performance evaluations or PIP terms must be submitted in writing to Equilibria FRESHSPICE at sales@freshspice.in.  
7.4.2 Disputes will be resolved in accordance with the governing law of India, with jurisdiction in Gurgaon, Haryana, India.  

 

7.5 General Provisions  
7.5.1 The Sales Agent shall adhere to all relevant policies, including the Privacy Policy, Cookies Policy, Shipping Policy, and Refund Policy, which are incorporated into these terms by reference.  
7.5.2 Equilibria FRESHSPICE reserves the right to update or amend performance review processes and criteria with prior notice to the Sales Agent.  

 

8. Marketing and Branding Standards  

 

8.1 Brand Compliance  
8.1.1 Sales Agents are required to strictly adhere to Equilibria FRESHSPICE’s established brand guidelines in all promotional and marketing activities. These guidelines encompass the usage of logos, trademarks, color schemes, taglines, and any other branding elements provided by Equilibria FRESHSPICE.  
8.1.2 Any deviation from the official brand guidelines without prior written approval from Equilibria FRESHSPICE will be considered a breach of this agreement.  
8.1.3 Marketing activities should align with the ethical standards and values of Equilibria FRESHSPICE to maintain the brand's reputation and trust among customers.  

 

8.2 Content Approval  
8.2.1 All marketing content created or customized by the Sales Agent, including but not limited to advertisements, social media posts, product brochures, and promotional videos, must receive prior written approval from Equilibria FRESHSPICE.  
8.2.2 Sales Agents are required to submit drafts of customized content to Equilibria FRESHSPICE at sales@freshspice.in for review and approval at least five business days before planned dissemination or publication.  
8.2.3 Equilibria FRESHSPICE reserves the right to modify, reject, or request adjustments to any submitted content to ensure alignment with branding and marketing strategies.  

 

8.3 Marketing Resources  
8.3.1 Equilibria FRESHSPICE will provide Sales Agents with pre-approved marketing materials, including product brochures, sample kits, digital assets, and other relevant resources.  
8.3.2 Sales Agents must use only the provided or approved materials in their promotional efforts.  

 

8.4 Digital Marketing Standards  
8.4.1 When conducting digital marketing activities, Sales Agents must comply with applicable laws, regulations, and platform-specific advertising guidelines.  
8.4.2 Use of customer data for marketing must be in strict accordance with Equilibria FRESHSPICE’s Privacy Policy and Cookies Policy, ensuring the security and confidentiality of all customer information.  

 

8.5 Unauthorized Use of Branding  
8.5.1 Sales Agents shall not use Equilibria FRESHSPICE’s brand elements, including trademarks and copyrighted material, for personal gain, unapproved projects, or in association with other brands or products.  
8.5.2 Any unauthorized use of branding elements will result in immediate termination of the agreement as outlined in Clause 8.  

 

8.6 Governing Law and Jurisdiction  
8.6.1 All disputes arising from marketing and branding activities shall be governed by the laws of India, with exclusive jurisdiction in the courts of Gurgaon, Haryana, India.  

 

9. Sales Targets and Adjustments  

 

9.1 Target Setting  
9.1.1 Sales targets will be established on a quarterly basis, taking into account the Sales Agent’s past performance, current market conditions, and overall objectives of Equilibria FRESHSPICE.  
9.1.2 Targets will be set collaboratively between the Sales Agent and Equilibria FRESHSPICE to ensure they are realistic and achievable, while maintaining alignment with the company’s strategic goals.  
9.1.3 Sales targets will be communicated in writing to the Sales Agent through official channels such as email (e.g., sales@freshspice.in).  

 

9.2 Target Adjustments  
9.2.1 Equilibria FRESHSPICE reserves the right to adjust sales targets based on significant market changes, product availability, or other unforeseen circumstances.  
9.2.2 Any adjustment to sales targets will be communicated to the Sales Agent at least 30 days in advance, except in cases of force majeure or other exigent circumstances.  
9.2.3 Adjustments will be made in a fair and transparent manner, ensuring alignment with updated market forecasts and operational capabilities.  

 

9.3 Performance Measurement  
9.3.1 Performance against sales targets will be assessed quarterly, with reports generated to provide insights into the Sales Agent’s progress.  
9.3.2 Equilibria FRESHSPICE may provide additional support or training to Sales Agents as needed to help them achieve their revised targets.  

 

9.4 Governing Law and Jurisdiction  
9.4.1 All matters related to sales targets, adjustments, and performance evaluation shall be governed by the laws of India, with exclusive jurisdiction in the courts of Gurgaon, Haryana, India.

 

10. Reporting and Forecasting  

 

10.1 Reporting Obligations  
10.1.1 Sales Agents are required to submit comprehensive sales reports to Equilibria FRESHSPICE on a weekly and monthly basis. These reports shall detail:  

  • 10.1.1.1 Lead generation activities and status.  

  • 10.1.1.2 Closed sales and revenue generated.  

  • 10.1.1.3 Customer feedback and emerging market trends.  

  • 10.1.1.4 Challenges or obstacles affecting sales performance.  

10.1.2 Reports must be submitted in the format prescribed by Equilibria FRESHSPICE and sent to sales@freshspice.in by the designated reporting deadlines. Failure to meet reporting obligations may affect commission payments and performance reviews (refer to Clause 5 and Clause 7).  

10.1.3 Equilibria FRESHSPICE reserves the right to request additional reports or data at any time to evaluate market performance or address specific issues.  

 

10.2 Forecasting Requirements  
10.2.1 Sales Agents are required to provide quarterly sales forecasts, projecting anticipated revenue, market demand, and potential challenges for the upcoming period.  
10.2.2 Forecasts must reflect realistic market conditions and historical sales performance, aiding Equilibria FRESHSPICE in supply chain management and product distribution.  
10.2.3 Equilibria FRESHSPICE may adjust sales targets or product allocations based on the forecasts submitted by Sales Agents, ensuring better alignment with market needs (refer to Clause 9.2).  

 

10.3 CRM and Reporting Tools  
10.3.1 Equilibria FRESHSPICE may provide Sales Agents with access to CRM (Customer Relationship Management) tools to facilitate efficient reporting and accurate data collection.  
10.3.2 Sales Agents are required to utilize the provided CRM tools for maintaining lead records, tracking client communications, and submitting performance reports.  
10.3.3 Training and support for CRM tools will be provided periodically as part of the Sales Agent’s development program (refer to Clause 2.4).  

 

10.4 Data Accuracy and Integrity  
10.4.1 Sales Agents are responsible for ensuring that all submitted reports and forecasts are accurate, truthful, and reflect genuine business activities.  
10.4.2 Misrepresentation or falsification of data will be treated as a serious breach of this agreement and may result in termination of the Sales Agent’s contract under Clause 8 (Non-Disclosure and Non-Compete).  

 

10.5 Governing Law and Jurisdiction  
10.5.1 All reporting and forecasting obligations are governed by the laws of India. Any disputes arising from these obligations shall be subject to the jurisdiction of the courts in Gurgaon, Haryana, India.  

10.5.2 In the event of disputes related to reporting discrepancies, Sales Agents are encouraged to resolve them through internal communication with Equilibria FRESHSPICE by contacting sales@freshspice.in. 

 

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11. Training and Sales Support  

 

11.1 Training Programs  
11.1.1 Equilibria FRESHSPICE will provide periodic training sessions to Sales Agents to ensure they are equipped with comprehensive knowledge of Shuddhi products, market strategies, and effective sales techniques.  
11.1.2 Training will cover:  

  • 11.1.2.1 Product features, benefits, and usage.  

  • 11.1.2.2 New product launches and updates.  

  • 11.1.2.3 Sales techniques, objection handling, and negotiation strategies.  

  • 11.1.2.4 Customer engagement and relationship management.  

  • 11.1.2.5 Compliance with company policies, including Privacy Policy, Cookies Policy, Shipping Policy, and Refund Policy.  

11.1.3 Attendance at scheduled training sessions is mandatory. Failure to attend may impact the Sales Agent’s performance evaluation and commission eligibility (refer to Clause 7 – Performance Management).  

 

11.2 Continuous Development  
11.2.1 Equilibria FRESHSPICE is committed to providing ongoing professional development through online training modules, workshops, and webinars.  
11.2.2 Sales Agents will have access to an online portal that contains updated training materials, product videos, and sales playbooks.  
11.2.3 Equilibria FRESHSPICE reserves the right to update training content regularly to reflect market changes and evolving customer needs.  

 

11.3 Sales Support  
11.3.1 Equilibria FRESHSPICE will offer continuous sales support, including:  
  - 11.3.1.1 Access to marketing materials and product samples (refer to Clause 2.3).  
  - 11.3.1.2 Regular check-ins to discuss sales progress and address challenges.  
  - 11.3.1.3 Guidance on best practices for sales conversion and lead management.  
11.3.2 Sales Agents can contact Equilibria FRESHSPICE at sales@freshspice.in for immediate support or inquiries related to product information, promotional campaigns, or customer feedback.  

 

11.4 Reporting Post-Training  
11.4.1 After each training session, Sales Agents may be required to submit a brief report detailing how the training will influence their sales strategy.  
11.4.2 Follow-up assessments may be conducted to ensure knowledge retention and application in daily operations.  

 

11.5 Governing Law and Jurisdiction  
11.5.1 All training and sales support obligations are governed by the laws of India. Disputes arising from training or development activities shall be subject to the jurisdiction of courts in Gurgaon, Haryana, India.  

 

12. Expense Management  

 

12.1 Reimbursement Policy  
12.1.1 Equilibria FRESHSPICE will reimburse pre-approved expenses incurred by Sales Agents for promotional activities, travel, and client engagement directly related to the marketing and sales of Shuddhi products.  
12.1.2 Eligible expenses include but are not limited to:  

  • 12.1.2.1 Travel costs for attending company-mandated events, training sessions, or client meetings.  

  • 12.1.2.2 Costs associated with distributing promotional materials, product samples, and conducting demonstrations.  

  • 12.1.2.3 Event fees for trade shows, exhibitions, or other marketing events pre-approved by Equilibria FRESHSPICE.  

12.1.3 Reimbursement is contingent upon the following:  

  • 12.1.3.1 Expenses must receive prior written approval from Equilibria FRESHSPICE.  

  • 12.1.3.2 Submission of original receipts or valid digital copies for all claimed expenses.  

  • 12.1.3.3 Clear documentation detailing the purpose and scope of the expenditure.  

12.1.4 Unauthorized or unapproved expenses will not be eligible for reimbursement.  

 

12.2 Expense Reporting  
12.2.1 All expense reports must be submitted within thirty (30) days from the date the expense is incurred.  
12.2.2 Reports must include:  

  • 12.2.2.1 A breakdown of all expenses incurred.  

  • 12.2.2.2 Copies of receipts, invoices, and other supporting documents.  

  • 12.2.2.3 A brief description of the activity or event linked to the expense.  

12.2.3 Reimbursement requests that are incomplete or lack necessary documentation may be delayed or rejected.  
12.2.4 Equilibria FRESHSPICE will process approved reimbursements within fifteen (15) business days from the date of submission.  

 

12.3 Dispute Resolution for Expenses  
12.3.1 Any disputes or clarifications regarding reimbursement claims must be raised by the Sales Agent in writing to sales@freshspice.in within ten (10) business days of receiving the reimbursement decision.  
12.3.2 Equilibria FRESHSPICE reserves the right to conduct audits of expense claims and request additional supporting documentation if required.  

 

12.4 Governing Law and Jurisdiction  
12.4.1 All matters concerning expense management, reimbursements, and disputes shall be governed by the laws of India.  
12.4.2 Any disputes related to expense claims or reimbursements shall fall under the jurisdiction of the courts in Gurgaon, Haryana, India. 

 

13. Intellectual Property Protection  

 

13.1 IP Ownership  
13.1.1 All intellectual property (IP), including but not limited to logos, trademarks, marketing materials, product designs, product formulations, packaging designs, website content, and proprietary data, is the sole property of Equilibria FRESHSPICE.  
13.1.2 Sales Agents are granted a limited, non-transferable license to use Equilibria FRESHSPICE’s branding and marketing materials strictly for the purpose of promoting and selling Shuddhi products as part of their contractual obligations.  
13.1.3 The Sales Agent acknowledges that this license does not confer any ownership rights or claims to the IP, and its usage is subject to the company’s brand guidelines and policies (refer to Clause 8 – Marketing and Branding Standards).  
13.1.4 Upon termination or expiration of this agreement, the Sales Agent must immediately cease using all Equilibria FRESHSPICE branding, marketing materials, and proprietary information. Any remaining materials must be returned or destroyed as instructed by the company.  

 

13.2 Confidentiality  
13.2.1 The Sales Agent agrees to treat all confidential information received from Equilibria FRESHSPICE with the highest level of security and not to disclose, share, or reproduce such information without prior written consent from the company.  
13.2.2 Confidential information includes, but is not limited to:  

  • 13.2.2.1 Sales strategies, pricing models, and financial data.  

  • 13.2.2.2 Customer lists, leads, and personal data.  

  • 13.2.2.3 Product formulations, research and development (R&D) data, and future product launch plans.  

  • 13.2.2.4 Training materials, manuals, and internal processes.  

13.2.3 This confidentiality obligation shall continue for a period of three (3) years post-termination of the agreement, regardless of the reason for termination.  
13.2.4 Exclusions: This obligation does not apply to information that:  

  • 13.2.4.1 Is publicly available at the time of disclosure or subsequently becomes publicly available without breach of this agreement.  

  • 13.2.4.2 Is disclosed by the Sales Agent under a legal obligation, provided Equilibria FRESHSPICE is notified in advance (unless prohibited by law).  

 

13.3 Enforcement and Breach  
13.3.1 Any unauthorized use or disclosure of Equilibria FRESHSPICE’s IP or confidential information will result in immediate termination of the Sales Agent agreement and may lead to legal action for damages and injunctive relief.  
13.3.2 Equilibria FRESHSPICE reserves the right to conduct audits to ensure compliance with these IP and confidentiality provisions.  

 

13.4 Governing Law and Jurisdiction  
13.4.1 All disputes related to intellectual property and confidentiality are governed by the laws of India.  
13.4.2 Jurisdiction for all disputes shall be exclusively with the courts in Gurgaon, Haryana, India.  

For any questions or clarifications related to intellectual property, Sales Agents may contact sales@freshspice.in.  

 

14. Data Protection and Privacy  

 

14.1 Compliance with Data Privacy Laws  
14.1.1 Sales Agents must comply with all applicable Indian data privacy laws, including but not limited to the Information Technology Act, 2000 (as amended) and associated rules governing data protection, customer information, and electronic transactions.  
14.1.2 Sales Agents shall handle, process, and store customer information strictly in accordance with Equilibria FRESHSPICE’s Privacy Policy available on the company’s website.  

14.1.3 The Sales Agent acknowledges that any breach of data protection laws or misuse of customer data may result in immediate termination of this agreement and legal action by Equilibria FRESHSPICE.  

 

14.2 Collection and Use of Customer Data  
14.2.1 Customer information collected by Sales Agents in the course of their duties must be gathered for legitimate business purposes only, such as order fulfillment, marketing communication (with consent), and customer service.  
14.2.2 Sales Agents are prohibited from sharing or selling customer data to third parties under any circumstances.  
14.2.3 All data collected must be securely transmitted and stored in accordance with the guidelines provided in the Privacy Policy and relevant Equilibria FRESHSPICE data handling procedures.  

 

14.3 Security Measures  
14.3.1 Sales Agents are required to implement appropriate security measures to protect customer data from unauthorized access, theft, or misuse.  
14.3.2 Devices used to store customer data must have up-to-date security software and access controls. In the event of a data breach, the Sales Agent must notify Equilibria FRESHSPICE immediately at sales@freshspice.in.  
14.3.3 Sales Agents must comply with the company’s Cookies Policy and ensure any online activity involving customer interaction adheres to outlined cookie practices and consent procedures.  

 

14.4 Data Retention and Deletion  
14.4.1 Customer data must be retained only for as long as necessary to fulfill business needs or comply with legal requirements.  
14.4.2 Upon termination of this agreement or completion of sales activity, the Sales Agent must return or delete all customer data, as instructed by Equilibria FRESHSPICE. Any retained data without proper authorization will constitute a breach of this agreement.  

 

14.5 Audit and Monitoring  
14.5.1 Equilibria FRESHSPICE reserves the right to audit Sales Agents’ data handling processes to ensure compliance with data protection standards. Sales Agents are required to cooperate fully with such audits.  
14.5.2 Failure to adhere to data protection protocols identified during audits may lead to corrective actions, suspension, or termination of the Sales Agent’s agreement.  

 

14.6 Governing Law and Jurisdiction  
14.6.1 All matters related to data protection and privacy under this agreement are governed by the laws of India.  
14.6.2 Any disputes arising from data protection issues shall fall under the exclusive jurisdiction of the courts in Gurgaon, Haryana, India.  

For further clarification regarding data privacy policies or practices, Sales Agents may contact sales@freshspice.in.

 

15. Discount and Promotional Approval  

 

15.1 Promotion and Discount Authorization  
15.1.1 Sales Agents are required to seek prior written approval from Equilibria FRESHSPICE for all promotions, discounts, and special offers related to Shuddhi products.  
15.1.2 The approval process ensures that all promotional activities align with Equilibria FRESHSPICE’s branding, pricing policies, and market positioning strategies.  

15.1.3 Discount or promotional campaigns must:  

  • 15.1.3.1 Reflect the official pricing structures approved by Equilibria FRESHSPICE.  

  • 15.1.3.2 Avoid undercutting the minimum advertised price (MAP) unless explicitly authorized.  

  • 15.1.3.3 Comply with the terms of the Privacy Policy, Cookies Policy, Shipping Policy, and Refund Policy available on the e-commerce platform.  

 

15.2 Approval Process  
15.2.1 Sales Agents must submit promotional proposals to Equilibria FRESHSPICE at least ten (10) business days prior to the planned start date. Submissions should be directed to sales@freshspice.in.  
15.2.2 Proposals must include:  

  • 15.2.2.1 A detailed description of the promotion or discount.  

  • 15.2.2.2 Start and end dates.  

  • 15.2.2.3 Expected impact on sales and target audience.  

  • 15.2.2.4 Supporting marketing materials or advertisements.  

15.2.3 Equilibria FRESHSPICE reserves the right to approve, modify, or reject any proposed promotional activity at its sole discretion.  

 

15.3 Unauthorized Promotions  
15.3.1 Sales Agents are strictly prohibited from initiating or advertising any discounts, special offers, or bundled promotions without prior written consent.  
15.3.2 Unauthorized promotions may lead to:  

  • 15.3.2.1 Immediate suspension of promotional rights.  

  • 15.3.2.2 Termination of this agreement under Clause 8 (Non-Compete and Non-Disclosure).  

  •  15.3.2.3 Legal action if unauthorized activities result in brand damage or financial losses.  

 

15.4 Company-Led Promotions  
15.4.1 Equilibria FRESHSPICE may launch company-wide promotions or discounts applicable to all Sales Agents. In such cases, Sales Agents will receive official communication regarding the terms, duration, and scope of the promotion.  
15.4.2 Sales Agents are required to participate in company-led promotional campaigns and ensure accurate dissemination of promotional details to customers.  

 

15.5 Monitoring and Compliance  
15.5.1 Equilibria FRESHSPICE reserves the right to monitor Sales Agent promotional activities to ensure compliance with approved guidelines.  
15.5.2 Any discrepancies or non-compliance identified during audits will be subject to corrective actions, which may include additional training, suspension, or termination of promotional privileges.  

 

15.6 Governing Law and Jurisdiction  
15.6.1 All promotional activities, disputes, or issues arising under this clause shall be governed by the laws of India.  
15.6.2 Jurisdiction for all matters will be exclusively with the courts in Gurgaon, Haryana, India.  

Sales Agents may contact sales@freshspice.in for further clarification or to submit promotional proposals.  

 

 

16. Local Compliance and Licenses  

 

16.1 Compliance with Local Laws  
16.1.1 Sales Agents are responsible for ensuring compliance with all applicable local, state, and national laws, regulations, and ordinances governing sales activities within their assigned territories.  
16.1.2 This includes obtaining and maintaining the necessary permits, licenses, and certifications required to legally market, distribute, and sell Shuddhi products in their respective regions.  
16.1.3 Equilibria FRESHSPICE will provide general guidance on compliance requirements; however, the ultimate responsibility for adherence to local regulations lies with the Sales Agent.  

 

16.2 Sales Agent Obligations  
16.2.1 Sales Agents must:  

  • 16.2.1.1 Secure relevant business licenses and ensure timely renewals.  

  • 16.2.1.2 Adhere to local tax regulations, including sales tax collection and reporting.  

  • 16.2.1.3 Ensure promotional and sales activities comply with consumer protection laws and fair trade practices.  

  • 16.2.1.4 Maintain records of all licenses and provide copies to Equilibria FRESHSPICE upon request.  

16.2.2 Any failure to obtain the necessary licenses or comply with legal requirements may result in the suspension or termination of this agreement.  

 

16.3 Notification of Legal Changes  
16.3.1 Sales Agents are required to notify Equilibria FRESHSPICE immediately at sales@freshspice.in if they become aware of:  

  • 16.3.1.1 Changes in local laws affecting product sales or marketing.  

  • 16.3.1.2 New licensing requirements that may impact their ability to conduct sales operations.  

16.3.2 Equilibria FRESHSPICE will work collaboratively with Sales Agents to ensure necessary adjustments to business practices, promotional activities, or operational procedures are made in compliance with evolving regulations.  

 

16.4 Enforcement and Audits  
16.4.1 Equilibria FRESHSPICE reserves the right to periodically audit the Sales Agent’s compliance with local licensing requirements and request documentation to verify adherence.  
16.4.2 Any discrepancies identified during such audits must be rectified within thirty (30) days. Failure to comply may result in penalties, including the revocation of sales rights or termination of the agreement.  

 

16.5 Governing Law and Jurisdiction  
16.5.1 This clause and all associated compliance obligations shall be governed by the laws of India. 
16.5.2 In the event of a dispute arising from compliance or licensing issues, jurisdiction shall rest exclusively with the courts in Gurgaon, Haryana, India.  

Sales Agents seeking clarification on licensing requirements or reporting obligations may contact Equilibria FRESHSPICE at sales@freshspice.in.  
 

 

17. Force Majeure  

 

17.1 Unforeseen Events  
17.1.1 Neither Equilibria FRESHSPICE nor the Sales Agent shall be held liable for any failure or delay in fulfilling obligations under this agreement due to events beyond reasonable control. This includes, but is not limited to:  

  • 17.1.1.1 Natural disasters (earthquakes, floods, hurricanes).  

  • 17.1.1.2 Acts of war, terrorism, or civil unrest.  

  • 17.1.1.3 Government-imposed restrictions, lockdowns, or embargoes.  

  • 17.1.1.4 Supply chain disruptions, pandemics, or other health-related emergencies.  

  • 17.1.1.5 Labor strikes or industrial actions.  

17.1.2 In the event of such an occurrence, the affected party must:  

  • 17.1.2.1 Notify the other party in writing within five (5) business days of the event’s onset, describing its nature and anticipated impact.  

  • 17.1.2.2 Take reasonable steps to mitigate the impact and resume performance of obligations as soon as feasible.  

17.1.3 If the force majeure event continues for more than thirty (30) days, either party may terminate the agreement without penalty by providing written notice to the other party.  

 

17.2 Temporary Suspension  
17.2.1 During the force majeure period, the obligations of both parties will be temporarily suspended. Neither party shall be considered in breach of contract for non-performance during this time.  
17.2.2 Upon resumption of normal operations, both parties will collaborate to restore sales activities and fulfill any pending obligations.  

 

17.3 Limitations and Exclusions  
17.3.1 Force majeure shall not excuse the Sales Agent from fulfilling reporting obligations (refer to Clause 10) or safeguarding confidential information (refer to Clause 13).  
17.3.2 Equilibria FRESHSPICE retains the right to continue e-commerce operations and fulfill customer orders directly through the website if Sales Agent activities are disrupted.  

 

17.4 Governing Law and Jurisdiction  
17.4.1 This clause is governed by the laws of India.  
17.4.2 Any disputes arising from force majeure events shall fall under the exclusive jurisdiction of the courts in Gurgaon, Haryana, India.  

For further communication regarding force majeure events, Sales Agents may contact sales@freshspice.in.  

 

18. Compliance with Laws and Ethics  

 

18.1 Legal and Ethical Obligations  
18.1.1 Sales Agents representing Equilibria FRESHSPICE are required to conduct all business activities in full compliance with:  

  • 18.1.1.1 Indian laws and regulations governing commercial transactions, consumer rights, and data protection.  

  • 18.1.1.2 International trade laws and regional regulations applicable to cross-border sales and marketing.  

  • 18.1.1.3 Local, state, and national licensing requirements (refer to Clause 16 – Local Compliance and Licenses).  

18.1.2 Sales Agents must operate ethically, promoting Shuddhi products in a manner that reflects positively on Equilibria FRESHSPICE and aligns with the company’s values and reputation.  

18.1.3 Sales Agents are strictly prohibited from engaging in the following activities:  

  • 18.1.3.1 Bribery, corruption, or offering unlawful incentives to secure business.  

  • 18.1.3.2 Misrepresentation of product features, capabilities, or pricing.  

  • 18.1.3.3 Fraudulent practices, including falsifying reports, sales data, or customer information.  

 

18.2 Adherence to Company Policies  
18.2.1 Sales Agents must comply with Equilibria FRESHSPICE’s Privacy Policy, Cookies Policy, Shipping Policy, and Refund Policy, as available on the company’s website.  
18.2.2 Failure to comply with the above policies may result in immediate termination of this agreement and potential legal action.  

 

18.3 Anti-Corruption and Anti-Bribery  
18.3.1 Sales Agents must comply with the Prevention of Corruption Act, 1988 and any other relevant anti-corruption laws applicable within their region of operation.  
18.3.2 Any form of bribery, kickbacks, or unethical incentives aimed at influencing purchasing decisions or obtaining contracts is strictly prohibited.  

18.3.3 Sales Agents are required to report any observed instances of unethical behavior, corruption, or non-compliance by contacting sales@freshspice.in immediately.  

 

18.4 Fair Trade and Customer Rights  
18.4.1 Sales Agents shall adhere to the Consumer Protection Act, 2019 and ensure that all customer interactions are conducted with honesty and transparency.  
18.4.2 Sales Agents must provide accurate product information, pricing, and terms of service, ensuring customers are fully informed prior to any transaction.  

 

18.5 Code of Conduct  
18.5.1 Sales Agents must uphold the standards outlined in Equilibria FRESHSPICE’s Code of Conduct, which emphasizes professionalism, integrity, and respect in all dealings.  
18.5.2 Any breaches of the Code of Conduct will be investigated, and appropriate disciplinary action may be taken, including termination of this agreement.  

 

18.6 Audits and Compliance Reviews  
18.6.1 Equilibria FRESHSPICE reserves the right to conduct periodic audits to ensure Sales Agents’ compliance with legal and ethical obligations.  
18.6.2 Sales Agents are required to fully cooperate during audits and provide any requested documentation.  

 

18.7 Governing Law and Jurisdiction  
18.7.1 This clause and all associated obligations shall be governed by the laws of India.  
18.7.2 Jurisdiction for all disputes arising from legal or ethical compliance shall rest exclusively with the courts in Gurgaon, Haryana, India.  

Sales Agents seeking clarification regarding compliance requirements or ethical standards may contact Equilibria FRESHSPICE at sales@freshspice.in.

 

19. Conflict and Dispute Resolution  

 

19.1 Mediation Process  
19.1.1 In the event of any dispute, controversy, or claim arising out of or relating to this agreement, including matters related to sales activities, commission payments, intellectual property, or breach of contract, both parties agree to attempt to resolve the dispute amicably through mediation.  
19.1.2 Either party may initiate the mediation process by providing written notice to the other party, outlining the nature of the dispute and proposed resolutions. This notice must be sent to sales@freshspice.in.  
19.1.3 Mediation will take place within fifteen (15) business days of receiving the written notice. The parties will mutually select a qualified and impartial mediator.  

19.1.4 If the parties fail to reach a resolution within thirty (30) days of commencing mediation, the dispute will proceed to arbitration as described in Clause 19.2.  

 

19.2 Arbitration Procedure  
19.2.1 If mediation is unsuccessful, any unresolved dispute shall be referred to binding arbitration under the provisions of the Arbitration and Conciliation Act, 1996 (as amended).  
19.2.2 The arbitration will be conducted by a sole arbitrator appointed mutually by both parties. In the event the parties cannot agree on the arbitrator, the arbitrator will be appointed by the court of appropriate jurisdiction in Gurgaon, Haryana, India.  
19.2.3 The language of arbitration shall be English.  

19.2.4 The arbitration decision shall be final and binding on both parties, and the cost of arbitration shall be shared equally unless otherwise determined by the arbitrator.  

 

19.3 Jurisdiction and Governing Law  
19.3.1 This agreement and any disputes arising from it shall be governed by and interpreted in accordance with the laws of India.  
19.3.2 Jurisdiction for all legal proceedings, including arbitration enforcement, shall rest exclusively with the courts in Gurgaon, Haryana, India.  

 

19.4 Exceptions  
19.4.1 This dispute resolution process does not prevent Equilibria FRESHSPICE from seeking injunctive or equitable relief in the event of:  

  • 19.4.1.1 Breach of confidentiality (refer to Clause 13.2).  

  • 19.4.1.2 Misuse of intellectual property.  

  • 19.4.1.3 Unauthorized promotional activities (refer to Clause 15.3).  

19.4.2 Disputes related to customer returns, shipping, or refunds shall be governed by Equilibria FRESHSPICE’s Shipping Policy and Refund Policy available on the website.  

 

19.5 Notification of Disputes  
19.5.1 All dispute notifications and related communications must be made in writing and sent to sales@freshspice.in.

 

20. Termination Procedures and Financial Reconciliation  

 

20.1 Termination for Cause  
20.1.1 Equilibria FRESHSPICE reserves the right to terminate this agreement immediately in cases where the Sales Agent is found to have engaged in:  

  • 20.1.1.1 Fraud, embezzlement, or misrepresentation of sales data or customer information.  

  • 20.1.1.2 Gross misconduct, including unethical behavior, violation of Privacy Policy, or breach of confidentiality (refer to Clause 13 – Intellectual Property Protection).  

  • 20.1.1.3 Repeated non-compliance with Equilibria FRESHSPICE’s Marketing and Branding Standards (refer to Clause 8).  

  • 20.1.1.4 Violation of local compliance regulations or failure to secure necessary licenses (refer to Clause 16 – Local Compliance and Licenses).  

20.1.2 Written notice of termination for cause will be provided, and the Sales Agent must cease all sales and promotional activities immediately.  

 

20.2 Termination Without Cause  
20.2.1 Either party may terminate this agreement without cause by providing thirty (30) days written notice.  
20.2.2 Notice of termination must be submitted via email to sales@freshspice.in.  
20.2.3 During the notice period, the Sales Agent is expected to:  

  • 20.2.3.1 Fulfill ongoing sales obligations and pending orders.  

  • 20.2.3.2 Return all marketing materials, product samples, and proprietary documents as outlined in Clause 13 – Intellectual Property Protection.  

  • 20.2.3.3 Complete financial reconciliation, ensuring all outstanding dues are settled.  

 

20.3 Final Commission Settlement  
20.3.1 Upon termination, any unpaid commissions owed to the Sales Agent for verified sales completed prior to the termination date will be processed and paid in accordance with the Compensation and Payments clause (refer to Clause 5).  
20.3.2 Commissions will be paid within fifteen (15) business days following final reconciliation of all sales data.  
20.3.3 Equilibria FRESHSPICE reserves the right to deduct any outstanding debts or unreturned materials from the final commission payment.  

 

20.4 Post-Termination Obligations  
20.4.1 Following termination, the Sales Agent agrees to:  

  • 20.4.1.1 Discontinue the use of all Equilibria FRESHSPICE trademarks, logos, and proprietary data.  

  • 20.4.1.2 Transfer all customer data collected during the term of the agreement to Equilibria FRESHSPICE in accordance with the Privacy Policy.  

  • 20.4.1.3 Maintain confidentiality for a period of three (3) years post-termination, as outlined in Clause 13.  

20.4.2 Any breach of post-termination obligations may result in legal action under the jurisdiction of Gurgaon, Haryana, India.  

 

20.5 Governing Law and Jurisdiction  
20.5.1 This termination clause is governed by the laws of India.  
20.5.2 Jurisdiction for all disputes arising from or related to termination shall exclusively rest with the courts in Gurgaon, Haryana, India.  

For further inquiries or assistance regarding termination procedures, Sales Agents may contact Equilibria FRESHSPICE at sales@freshspice.in. 

 

21. Indemnification  

 

21.1 Scope of Indemnification  
21.1.1 The Sales Agent agrees to indemnify, defend, and hold harmless Equilibria FRESHSPICE, its affiliates, directors, employees, and representatives from and against any claims, damages, liabilities, losses, costs, or expenses (including legal fees) arising from:  

  • 21.1.1.1 Negligence, misconduct, or breach of duty by the Sales Agent in the performance of their obligations under this agreement.  

  • 21.1.1.2 Violation of any applicable laws, regulations, or third-party rights, including intellectual property, data protection, or consumer protection laws.  

  • 21.1.1.3 Misrepresentation or false claims made during the promotion or sale of Shuddhi products.  

  • 21.1.1.4 Unauthorized discounts, promotions, or alterations to product information (refer to Clause 15 – Discount and Promotional Approval).  

  • 21.1.1.5 Failure to comply with Equilibria FRESHSPICE’s Privacy Policy, Cookies Policy, Shipping Policy, or Refund Policy.  

 

21.2 Defense of Claims  
21.2.1 In the event of a claim, Equilibria FRESHSPICE will promptly notify the Sales Agent in writing. The Sales Agent shall assume full responsibility for defending the claim at their expense.  
21.2.2 Equilibria FRESHSPICE reserves the right to participate in the defense with counsel of its choice, at its own expense.  
21.2.3 Any settlement proposed by the Sales Agent must receive prior written approval from Equilibria FRESHSPICE.  

 

21.3 Limitations  
21.3.1 The Sales Agent shall not be responsible for indemnifying Equilibria FRESHSPICE for:  

  • 21.3.1.1 Claims arising directly from product defects or errors for which the responsibility lies solely with Equilibria FRESHSPICE.  

  • 21.3.1.2 Damages resulting from shipping or logistical delays beyond the Sales Agent’s control.  

  • 21.3.1.3 Incidents arising from force majeure events (refer to Clause 17 – Force Majeure).  

 

21.4 Reimbursement  
21.4.1 If Equilibria FRESHSPICE incurs any financial liability or legal costs due to the Sales Agent’s actions, the Sales Agent shall reimburse the full amount within fifteen (15) business days of receiving a written demand.  

 

21.5 Continuing Obligation  
21.5.1 This indemnification clause shall survive the termination or expiration of the Sales Agent’s agreement with Equilibria FRESHSPICE.  

 

21.6 Governing Law and Jurisdiction  
21.6.1 This indemnification clause shall be governed by the laws of India.  
21.6.2 Any disputes related to indemnification shall be resolved exclusively by the courts in Gurgaon, Haryana, India.  

For inquiries regarding indemnification, Sales Agents may contact Equilibria FRESHSPICE at sales@freshspice.in.  

 

22. Warranty and Return Policy  

 

22.1 Warranty Coverage  
22.1.1 All Shuddhi products sold by Sales Agents are subject to the warranty terms and conditions outlined in the Refund Policy available on the Equilibria FRESHSPICE e-commerce website.  
22.1.2 Sales Agents must clearly communicate the product warranty details to customers at the time of purchase, ensuring alignment with the official company policies.  

22.1.3 Warranty coverage includes:  

  • 22.1.3.1 Defects in materials and workmanship under normal use.  

  • 22.1.3.2 Replacement or refund in cases where products fail to meet the stated quality standards.  

  • 22.1.3.3 Claims for warranty must adhere to the procedures specified in the Refund Policy.  

 

22.2 Return and Refund Process  
22.2.1 Sales Agents are required to guide customers through the product return process in accordance with the Refund Policy.  
22.2.2 Return requests must be initiated by the customer within the timeframe specified in the Refund Policy.  
22.2.3 Sales Agents must ensure that customers provide proof of purchase and any other required documentation when initiating a return or refund request.  

22.2.4 Returns will only be accepted if:  

  • 22.2.4.1 The product is in its original condition and packaging.  

  • 22.2.4.2 The product has not been used or damaged by the customer post-delivery.  

  • 22.2.4.3 The request meets the eligibility criteria specified in the Refund Policy.  

 

22.3 Agent Responsibility in Returns  
22.3.1 Sales Agents are responsible for:  

  • 22.3.1.1 Assisting customers in completing return requests through the official channels specified by Equilibria FRESHSPICE.  

  • 22.3.1.2 Facilitating communication between customers and the Equilibria FRESHSPICE support team.  

  • 22.3.1.3 Ensuring all returns are processed efficiently and in a timely manner.  

22.3.2 Sales Agents must not offer unauthorized refunds, exchanges, or replacements without prior approval from Equilibria FRESHSPICE.  

 

22.4 Dispute Resolution for Returns  
22.4.1 Any disputes regarding product returns or warranty claims will be resolved in accordance with the Refund Policy.  
22.4.2 If disputes remain unresolved, they will be subject to the governing law and jurisdiction as specified in Clause 19 – Conflict and Dispute Resolution.  

 

22.5 Governing Law and Jurisdiction  
22.5.1 All matters related to warranty and returns shall be governed by the laws of India.  
22.5.2 Jurisdiction for disputes shall rest exclusively with the courts in Gurgaon, Haryana, India.  

For further clarification or assistance with warranty and return processes, Sales Agents may contact Equilibria FRESHSPICE at sales@freshspice.in.

23. Governing Law and Jurisdiction  

 

23.1 Governing Law  
23.1.1 This Agreement and all associated terms, conditions, and policies shall be governed by and interpreted in accordance with the laws of India.  
23.1.2 All transactions, obligations, and disputes between Sales Agents and Equilibria FRESHSPICE are subject to Indian legal frameworks, including but not limited to:  

  • The Indian Contract Act, 1872  

  • The Consumer Protection Act, 2019  

  • The Information Technology Act, 2000 (for data protection and e-commerce transactions)  

23.1.3 Sales Agents are required to comply with all applicable Indian laws and any international trade regulations that may apply to their operations.  

 

23.2 Jurisdiction  
23.2.1 Any disputes, claims, or legal proceedings arising from or related to this Agreement, including but not limited to issues concerning commissions, intellectual property, promotions, or product returns, shall fall under the exclusive jurisdiction of the courts in Gurgaon, Haryana, India.  
23.2.2 This jurisdiction applies to all Sales Agents operating within India or internationally, ensuring uniformity in legal proceedings regardless of the Sales Agent’s location.  

23.2.3 In cases involving international Sales Agents, Indian laws shall prevail, and Equilibria FRESHSPICE retains the right to pursue legal action in Gurgaon, Haryana, India.  

 

23.3 Arbitration and Dispute Resolution  
23.3.1 For disputes that cannot be resolved amicably through mediation (refer to Clause 19 – Conflict and Dispute Resolution), arbitration will be conducted in accordance with the Arbitration and Conciliation Act, 1996 (as amended).  
23.3.2 The arbitration venue shall be Gurgaon, Haryana, India, and the arbitration shall be conducted in English.  
23.3.3 The decision of the arbitrator shall be final and binding on both parties.  

 

23.4 Exclusions  
23.4.1 Equilibria FRESHSPICE reserves the right to seek injunctive relief, equitable remedies, or immediate legal action in Gurgaon, Haryana, India, for cases involving:  

  • Breach of confidentiality (refer to Clause 13 – Intellectual Property Protection).  

  • Misuse of branding and promotional materials (refer to Clause 8 – Marketing and Branding Standards).  

  • Violation of data protection laws (refer to Clause 14 – Data Protection and Privacy).  

23.4.2 Sales Agents are prohibited from pursuing legal proceedings in any jurisdiction outside of Gurgaon, Haryana, India, without prior written consent from Equilibria FRESHSPICE.  

 

23.5 Communication and Legal Notices  
23.5.1 All legal notices, including dispute notifications and arbitration requests, must be submitted in writing to Equilibria FRESHSPICE at sales@freshspice.in.  
23.5.2 Equilibria FRESHSPICE shall respond to such notices within fifteen (15) business days of receipt.  

 

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