This document lays down the terms and conditions (the “Terms”) which shall govern the relation between the Advisor and Marcus Spurway LLP, existing under the laws of India, and having its registered office at 42, K.K. Chambers, Sir P.T. Marg, Fort, Mumbai 400001 (“Marcus Spurway”). Marcus Spurway LLP is engaged in the business of manufacturing, marketing, selling and trading of high quality personal care, skin care, fragrances etc. products. Marcus Spurway’s Direct Selling system is operated through Advisors appointed by it. Advisor shall be subject to the mutual promises and commitments contained herein and shall be subject to these Terms & Conditions. Any and all documents referred to herein stipulate the Marcus Spurway rules, principles and rights and obligations for Advisors and shall constitute, a binding agreement between Marcus Spurway and the Advisor. We therefore advise the person making application to be the Advisor with Marcus Spurway to print/save and retain a copy of these Terms. Marcus Spurway reserves the right to revise these Terms. The date of the latest update may be found at the end of the Terms. Advisor will and must regularly keep himself/herself updated about the revised Terms (as and when updated on website of Marcus Spurway) and shall be solely responsible for keeping himself/herself up to date with any such changes. Marcus Spurway shall at no time be responsible to provide any update individually.
- DEFINITIONS AND INTERPRETATION
For the purposes of this document, unless the context requires:
“Advisor” shall mean a person who has been so appointed by Marcus Spurway by accepting and confirming its Advisor Application.
“Advisor Application” means the application form available on the Marcus Spurway website which is to be filled, signed and submitted to become an Advisor with Marcus Spurway
“Collection” means the act of collecting the proceeds from the sales activities.
“Confidential Information” means information which by its proprietary nature or common industry practice is deemed as confidential, whether or not marked as “Confidential”. Confidential Information shall not include information that:
a. was already known to the Advisor, other than under an obligation of confidentiality, at the time of disclosure;
b. was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Advisor; or
c. was subsequently lawfully disclosed to the Advisor other than directly or indirectly from the company and not under an obligation of confidentiality.
“Direct Selling” means marketing, distribution and sale of Products to the consumers, generally in their houses or at their workplace or through explanation and demonstration of such goods at a particular place.
“Engagement” means engagement of the Advisor for effecting sale of Products to other Advisors and customers in accordance with these Terms and other policies of Marcus Spurway as communicated to the Advisor from time to time on a principal to principal basis.
“IPR” means any Trademark, copyright, design, patent or other intellectual property rights belonging to or licensed by Marcus Spurway and arising out of the Products, any printed material, video, documents, catalogues, photos, or other material.
“Party” or “Parties” means the Advisor and Marcus Spurway individually or collectively as the case may be;
“Policies” means the relevant policies issued by Marcus Spurway from time to time under the signature of the authorised official of Marcus Spurway or circulated online through emails / published on Marcus Spurway’s Intranet / Internet portal, including its websites, other systems to which Advisor have an access or published in its brochures from time to time including but not limited to catalogues, consumer flyers, fact sheets etc.
“Products” means the high quality personal care, skin care, fragrance etc. products manufactured, distributed and/or sold by the Marcus Spurway from time to time.
“Sales” means all activities related to the business purpose such as, product demonstration, customer sales calls, customer visit, and order solicitation, etc. with the main objective of making Products, available to customers.
“Successor Advisor” means the Advisor(s) that is (are) nominated by Marcus Spurway to whom the whole or part of Advisor’s database of customer and advisors is transferred on the termination of Engagement for any reason whatsoever.
“Trademark” means the trademark “Marcus Spurway”, any other trade mark, brand name and/or logo mark identified with the business of Marcus Spurway or its Products, whether or not registered in India.
“Terms” shall have the meaning as assigned to it herein.
2. REGISTRATION AS ADVISOR
2.1. At the time of submitting the Advisor Application the applicant will have to provide all the mandatory details and documents, including but not limited to his/her name, date of birth, e-mail address, photographs, password, financial information such as bank account or credit card or debit card or other payment instrument details, sexual orientation, telephone number, postal address (including billing and shipping address), specimen of signature, details of passport, aadhar card, mobile bills etc. or any detail relating to the same.
2.2. Marcus Spurway reserves the right to accept or reject any Advisor Application without having to give any explanation whatsoever.
2.3. The opportunity to become an Advisor with Marcus Spurway is available to anyone, regardless of race, sex, and religious or political beliefs.
2.4. Without limitation on the rights of Marcus Spurway, any acceptance of Advisor Application will be subject to the following conditions:
a. Applicant must be at least 18 years of age;
b. Applicant should be a person of sound mind and should be capable of managing his or her business;
c. Applicant should not have been suspended from his/her current profession or business by any professional association, society, or institution; and
d. Applicant should not be in jail and/or confined to any correctional institution of any kind.
2.5. An Application shall be considered accepted only when Marcus Spurway notifies the acceptance to the applicant through email on the registered email-id of the applicant.
2.6. The applicant shall become an Advisor when upon confirmation he/she provides all the requisite documents and information as may be required by Marcus Spurway and completes all the formalities for its registration purposes. The Advisor shall be allocated a unique identification number/code (“Advisor ID”) (“Advisor ID”) by Marcus Spurway. This will enable the Advisor to make its first purchase. However, any subsequent purchase will be allowed by the Advisor only after the due verification of the documents submitted at the time of the registration.
2.7. There shall be no territorial restriction for operation by the Advisor and he/she shall be free to sell/market Products anywhere in accordance and in compliance with the applicable laws.
2.8. Any communication, authorisation, permission, notice, etc. pursuant to the Terms shall be done, obtained and granted as the case may be, by the Parties through email or through any other means as may be authorised by Marcus Spurway.
3.1. Advisor’s, appointment shall be on a totally non-exclusive basis, to distribute, sell, and promote the Products.
3.2. Marcus Spurway shall have the right to appoint one or more additional Advisors at its sole and absolute discretion on the terms and conditions as it may deem fit.
4. RELATIONSHIP OF THE PARTIES
4.1. Advisor, shall stand in the relation of an independent party with Marcus Spurway and shall not be deemed to be the agent or employee of Marcus Spurway for any purpose whatsoever.
4.2. Advisor, shall not at any time describe itself as an agent, employee, partner, client or customer of Marcus Spurway or describe itself in such a way which may indicate any such relationship with Marcus Spurway.
4.3. Advisor, shall not be empowered to bind Marcus Spurway or to contract in the name of, or create any obligation to be performed by Marcus Spurway.
4.4. Nothing shall be construed as constituting the Advisor and Marcus Spurway as partners, or as creating the relationships of employer and employee, master and servant, or principal and agent between the Parties hereto.
4.5. Marcus Spurway may continuously supplement the selling system with suitable measures and may from time to time, develop concepts for promotions and incentive and/or events and make them available to the Advisor. Nothing contained herein shall result or be construed to result into any other relationship between Marcus Spurway and the Advisor except as is hereby intended to be created.
4.6. The arrangement at all the times shall be construed only for sale of Products by Marcus Spurway to the Advisor on principal to principal basis for further sale to end use consumers.
5.1. Upon the successful completion of the registration process the Advisor will be informed about the prevailing price for the Products.
5.2. Marcus Spurway shall from time to time, and in its sole discretion, alter such price of the Products.
5.3. The maximum retail price declared by Marcus Spurway for any given period shall prevail for all references and applications.
6. BUSINESS STRUCTURE
6.1. The Advisor shall have the option to make direct physical sales to its customer (“Direct Sale Option”).
6.2. The Advisor can require its customers to enroll on the website of Marcus Spurway. Every customer added by the Advisor shall be allocated a Customer ID . Once the customer is registered on the website of Marcus Spurway, the customers shall be entitled to directly place the orders from the website and Marcus Spurway shall complete such orders i.e. collet payment from customer, generate invoice in favour of the customer and deliver the Products to the customer (“Online Sale Option”).
6.3. The Advisor shall be entitled to receive compensation for the aforesaid online sales in accordance with the latest Reward Plan of Marcus Spurway (as amended/updated from time to time) available on the website of Marcus Spurway
7.1 For all the sale made by the Advisor under the Direct Sale Option:
7.1.1 the Advisor shall make payment to Marcus Spurway in respect of the Products, free of bank charges and other deductions, through such mode as is acceptable to Marcus Spurway.
7.1.2 The Advisor shall be obliged to pay Marcus Spurway in respect of the Products that are purchased by the Advisor on such terms and conditions as may be agreed between the Parties or in the manner as may be set out in the relevant policies, guidelines issued by Marcus Spurway from time to time.
7.1.3 In addition to the price of the Products purchased from Marcus Spurway, the Advisor shall also be liable to pay any other amount that the Advisor is or becomes liable to pay to Marcus Spurway in the course of his/her Engagement, including any charges towards packing and transportation. Marcus Spurway shall be entitled to recover such amounts from the Advisor either as per any schedule agreed between the parties, or by raising debit notes against the Advisor and the same shall be paid by the Advisor to Marcus Spurway within the specified time period.
7.1.4 Marcus Spurway shall have the right to audit the cash flow, books and other accounts maintained by the Advisor from time to time and obtain copies /extracts thereof.
8.1 For Direct Sale Option, Advisor shall place consolidated orders with Marcus Spurway in a timely manner through any mode acceptable to Marcus Spurway or as may be specified by Marcus Spurway from time to time, including through electronic means.
8.2 Marcus Spurway may refuse to accept any order placed by the Advisor and the Advisor shall neither have nor make any claim due to any such refusal. No order placed by the Advisor shall be of any force or effect unless the order is accepted by Marcus Spurway.
8.3 Upon acceptance of an order by Marcus Spurway an invoice(s) for such order shall be generated. The invoice shall provide necessary details, including inter-alia the shipping and other terms.
8.4 Unless otherwise stated in the invoice, the title to the goods and risk of loss for the goods invoiced shall pass to the Advisor upon delivery of the Products to the Advisor and/or end use customer.
8.5 If the Advisor/customer is located in a location where the identified courier service agency of Marcus Spurway does not provide service, the cost for delivery shall be borne by the Advisor/customer.
8.6 If the Advisor is indebted to Marcus Spurway, in any manner whatsoever, or is in breach of any of its obligations contained herein Marcus Spurway may in its sole discretion, withhold the delivery of any Products without any prejudice to any of its other rights.
8.7 Products shall be sold to the Advisor, at the rate prevailing on the date of the sale. Any change in the prices, i.e. any reduction or increase shall be applied prospectively by Marcus Spurway. The Advisor shall not raise any dispute or claim against Marcus Spurway alleging loss of sale or profits or adverse impact on business due to the same.
9.1 Advisor, shall not, without prior consent of Marcus Spurway make any promises or give any warranty about the Products beyond those contained in the communication materials supplied by Marcus Spurway.
9.2 On the receipt of any complaint with regard to any Product being defective the Advisor shall physically take charge of such Product, conduct preliminary enquiry in respect thereof and promptly hand over such complaint and Product to Marcus Spurway. Advisor, shall forward all complaints received immediately to the Marcus Spurway on the email id firstname.lastname@example.org or call on 080-429112217.
9.3 Marcus Spurway undertakes to deal with such defective Product as per its extant policies.
9.4 Redressal, of any complaint by Marcus Spurway shall be subject to the Product being returned and such Products being established by Marcus Spurway to be defective. Advisor, shall provide Marcus Spurway with any further details as may be requested for in relation to the defective Product.
9.5 Advisor, shall forward all the complaints received over phone, email, website, post and walk-in to Marcus Spurway immediately for tracing and tracking the complaint for redressal.
10. OTHER OBLIGATIONS
The Advisor shall:
10.1. Use its best endeavour to promote and extend the sales of the Products to all purchasers and potential purchasers, to ensure the effective promotion of the Products and to work diligently to obtain orders;
10.2. Use its best endeavour to achieve real growth, each year, in sales of the Products;
10.3. Implement promotional ideas as may be suggested by Marcus Spurway from time to time;
10.4. Get all its measures/ schemes validated and approved (prior to ther implementation) by Marcus Spurway for protection of the overall brand/ reputation of Marcus Spurway;
10.5. Allow Marcus Spurway and its nominees access to its books and records at all times, further authorizing Marcus Spurway and such nominees to make copies thereof and take extracts therefrom. Deliver-up to Marcus Spurway, whenever required all books of account, records, correspondence and notes, including without limitation all computer records, concerning or containing any reference to the Products and business of the Advisor, which belong and/or relate to the Advisor’s business, and which may be in the possession or under the control, directly or indirectly, of the Advisor;
10.6. Sell the Products in accordance with written/documentary instructions furnished to it by Marcus Spurway from time to time, including. Advisor shall not alter, modify or change the instructions furnished by Marcus Spurway;
10.7. Read and keep itself updated about all the materials relating to Marcus Spurway’s business model, organisation, Direct Selling methods, remuneration system, Policies, code of conduct, programs, products etc. and about any changes thereto;
10.8. Conduct the business in accordance with the Direct Selling business model in a fair and ethical manner and in accordance with applicable laws, rules, regulations, including but not limited to the Indian Contract Act 1872, Consumer Protection Act 1986, Guidelines on Direct selling notified by the Ministry of Consumer Affairs, 2016 and any notification or State level Direct Selling guidelines thereof by respective State Governments, Marcus Spurway’s Policies and guidelines;
10.9. Not engage in any business practice which may reflect adversely on the public image of Marcus Spurway, the Products and/or Marcus Spurway’s Trademarks or Marcus Spurway’s owner trademarks and brands;
10.10. Strictly follow Marcus Spurway procedure for sponsorship and as amended from time to time;
10.11. Keep proper books of accounts;
10.12. Protect all private information provided by any consumer;
10.13. Truthfully and clearly identify itself, the identity of Marcus Spurway, the nature of the goods sold and the purpose of the solicitation to the prospective consumer;
10.14. Offer the prospective consumer, accurate and complete explanations and demonstrations of goods, prices, terms of payment, return policies, terms of guarantee, in the details before the transaction;
10.15. Provide to the consumer a description of the goods to be supplied, the order date, time of delivery of good, the total amount to be paid along with the bill and receipt on sale of goods;
10.16. Inform the process regarding the complaint redressal mechanism;
10.17. Report any legal proceedings or complaints initiated against it, or its business to Marcus Spurway no later than two calendar days of receiving the relevant information;
10.18. Not use misleading, deceptive or unfair trade practices; including misrepresentation of actual or potential sales or earnings and advantages of direct selling to any prospective sales force, in their interaction with the prospective sales force;
10.19. Not make any factual representation to a customer that cannot be verified or make any promise that cannot be fulfilled;
10.20. Not visit the customer’s premises without prior appointment/approval;
10.21. Not undertake sale of the Products in any manner other than the Direct Selling method in accordance with these Terms;
10.22. Not sell the Products through retail stores or online market places other than in the manner as specified herein by enrolment of customers;
10.23. Not initiate or participate in any legal actions or complaints (except product complaints as specified above) in connection with Marcus Spurway’s business and/or the Advisor’s business without the prior approval from Marcus Spurway;
10.24. Not in any way pledge, burden or encumber the Products;
10.25. Be responsible for all administration (including the collection of all monies due to it by its debtors) involved in the sales of the Products and shall bear all costs and expenses incurred in such administration;
10.26. Not advertise the Products in any way without first obtaining prior written consent of Marcus Spurway;
10.27. Not permit the sale, promotion or distribution of any goods other than the Products of Marcus Spurway.
10.28. Not use or permit the use of the Trademark, IPR or any variation thereof in connection with the sale, promotion or distribution of any goods other than the Products;
10.29. Not make/send commercial communications on behalf of Marcus Spurway or in Marcus Spurway’s name unless otherwise authorised by Marcus Spurway.
10.30. Furnish to Marcus Spurway, information relating to the Sales of the Products and such other information as may from time to time be required by Marcus Spurway;
10.31. Conduct the business in strict compliance with all applicable laws, including, without limitation the obtaining of all necessary permits, licenses and authorities;
10.32. Pay all taxes and debts when due;
10.33. Keep confidential in accordance with the applicable laws and Marcus Spurway policies and guidelines all personal and financial data of its customers, employees and any other individuals;
10.34. Not directly or indirectly, register as a seller/dealer on any e-commerce website, construct (or continue to operate) any web site, chat room, bulletin board or other similar service which promotes or sells the Products, without the prior permission of Marcus Spurway;
10.35. Make all Sales of the Products only be to end customers and shall not indulge in online sales, sales on third party e-commerce sites, business to business sales (unless the same is pre-approved by Marcus Spurway), in wholesale markets or any other such businesses;
10.36. Abide by all the terms of all the Policies, issued by Marcus Spurway from time to time;
11.1. All potential customer data (leads) generated through the use of Marcus Spurway’s hosted software, websites, mobile /other devise applications, short messaging service (SMS), emails etc. shall be the exclusive property of Marcus Spurway. While Marcus Spurway may permit the use of such leads by the Advisor it shall not create any rights, interest or claims in favour of the Advisor.
11.2. Any buy back/repurchase of Products sold to the Advisor by Marcus Spurway shall be subject to and shall only be in accordance with the Marcus Spurway’s policy with regard to the cooling off period.
11.3. For violations of any of the terms of Para 10 by the Advisor, Marcus Spurway may in its sole and absolute discretion take suitable disciplinary action, including but not limited to termination of Engagement of the Advisor and/or any other legal action
11.4. Breach of any of the obligations or representations herein will constitute material breach of the Terms and Marcus Spurway will be free to terminate the Engagement of the Advisor.
12.1. Advisor, shall be fully and exclusive be responsibile for payment of any/all direct and indirect taxes, levies, duties, octroi, cess, GST etc. of any nature applicable at any time, or as may be increased or modified from time to time by the Central or State Government or Authorities in respect of and applicable to his/her Engagement, including purchase of the Products by the Advisor from Marcus Spurway during and throughout the duration of the Engagement regardless of such taxes, levies, duties, etc. becoming applicable on account of any instruction or policy of Marcus Spurway.
12.2. Advisor, shall be liable to indemnify and hold Marcus Spurway harmless from any liability or penalty which may be imposed by Central, State or Local/Municipal Authorities by reason of any violation by the Advisor of aforesaid laws and liabilities, and also from any claim or proceeding that may be brought against the Advisor for such defaults or violation on his/her part.
12.3. Any guidance provided by Marcus Spurway with regard to applicable law, compliances or any other issue shall be general and not on a case to case basis and such guidance will be without any liability and responsibility towards its accuracy, interpretation and/or applicability. Advisor shall be liable to obtain external legal advice in respect of the applicable law, compliances or any other advice provided by Marcus Spurway. Marcus Spurway shall not be liable to the Advisor for any loss, damages, penalty, claim, proceeding, action or costs suffered by him/her for relying on Marcus Spurway’s advice.
12.4. Any penalty or action initiated against Marcus Spurway by any Government Department or Authority on account of non-compliance by the Advisor, shall be the sole responsibility of the Advisor and be borne by him/her.
13. PROVISION OF ACCURATE AND TIMELY INFORMATION
Advisor shall provide Marcus Spurway such information as may be required from time to time by Marcus Spurway, including, without limitation, sales reports, sales volumes, types of Products sold, and details of stock on hand.
14.1. Advisor, shall not acquire or have any claim to the ownership of any of the IPR used by Marcus Spurway in respect of the Products, including, without limitation, the trademark “Marcus Spurway” or any other trademark or brand owned by Marcus Spurway or its affiliates, arising out of the delivery and/or sale of the Products or out of any other circumstances whatsoever.
14.2. Advisor, shall not do or permit any act which is calculated to jeopardize the continued validity and enforceability of Marcus Spurway’s rights in respect of the above mentioned trademarks, including, without limitation, the registration of internet domain names, creating social media pages, chat sites or other such internet based applications/sites consisting of, or including recognizable portions or variations of, such trademarks.
15. CESSION AND ASSIGNMENT
15.1. Advisor, shall not cede, assign or transfer all or any of its rights and/or obligations herein without first obtaining the prior consent of Marcus Spurway.
15.2. Advisor, shall not be entitled to appoint any agents, sub-agents, licensees, distributors, and/or sub-contractors without the prior consent of Marcus Spurway.
15.3. If the Advisor is found to be not complying with the Terms, Marcus Spurway shall in that case have a right to withdraw the rights and privileges provided to the Advisor by virtue of being the Advisor of Marcus Spurway till the time the non-compliance by the Advisor is adequately addressed or until Marcus Spurway decides to terminate his/her Engagement .
16. CONFIDENTIAL INFORMATION
16.1. Advisor shall not publish or otherwise disclose, and shall not use for any purpose, any Confidential Information furnished to it by Marcus Spurway.
16.2. Advisor may disclose any such Confidential Information only to the extent such disclosure is reasonably necessary to comply with applicable laws, regulations, or orders; provided that if the Advisor is required to make any such disclosure of Marcus Spurway’s Confidential Information, it will, to the extent it may legally do so, give reasonable advance notice to Marcus Spurway of such disclosure sufficient to give Marcus Spurway an opportunity to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise).
Advisor, shall be liable indemnify and hold harmless each of Marcus Spurway and its the directors, officers, and employees and the successors and assigns of any of the foregoing from and against any and all liabilities, damages, settlements, claims, actions, suits, proceedings, penalties, fines, costs and expenses (including reasonable attorneys’ fees and other expenses of litigation) incurred by Marcus Spurway based upon a claim of a third party to the extent resulting from: (a) breach by the Advisor of any of its representations or obligations as contained in the Terms; (b) the negligence, or illegal or willful misconduct, of the Advisor or its sales force/employees/personnel in connection with the Terms; (c) any failure to support customers for grievance redressal; (d) any claims, complaints and actions threatened or initiated due to any dispute between the Advisor and its sales force/ employees/personnel/customers; or (i) any failure of the Advisor or its sales force to comply with and adhere to the applicable laws, Marcus Spurway’s Policies, guidelines and the Direct Selling model.
18. LIMITATIONS OF LIABILITY
Marcus Spurway shall have no liability or responsibility arising out of or relating to interruption, disruption, or unavailability of the Products and the same shall not amount to breach of the Terms In no event shall Marcus Spurway be liable for lost profits or revenue, cost of substitute goods or services, or any special, consequential, incidental, exemplary, or punitive damages, however caused and under any theory of liability whether based in contract, tort (including negligence), or otherwise.
In case of termination or expiry of Engagement of the Advisor (“Outgoing Advisor”) Marcus Spurway shall at its own discretion be entitled to transfer his/her customer base and sales network, either wholly or in part, to a Successor Advisor, who would take-over the Outgoing Advisor’s business and continue the Engagement of such Outgoing Advisor.
Advisor, shall cooperate with Marcus Spurway in order to give effect to the Terms and act in utmost good faith during the Engagement.
21. CHANGE OF STATUS
Advisor if it wishes to change its status, including, without limitation, by incorporating as a company or as a close corporation or a partnership firm, where it previously traded as a sole proprietor, then it shall do so only with the prior consent of Marcus Spurway. In giving such consent Marcus Spurway shall be entitled to call upon any such new entity to make a fresh Advisor Application.
Marcus Spurway may from time to time be set-off any amounts due to Marcus Spurway by the Advisor.
23.1. Notwithstanding anything contained to the contrary elsewhere, and in addition to and without any prejudice to Marcus Spurway’s right to terminate the Engagement as contained anywhere herein the Engagement shall also be terminable summarily at the election of Marcus Spurway, acting in its sole discretion, in any of the following events:
a. Breach of any of the Terms;
b. On the physical or mental incapacity of the Advisor which shall be determined by Marcus Spurway in its sole discretion
c. On the failure by the Advisor to conduct its business, to the satisfaction of Marcus Spurway, or if the Advisor indulges in any unethical practices or conducts himself/herself in derogation of Marcus Spurway’s Policies and business interests, Marcus Spurway acting in its sole discretion;
d. if the Advisor:
e. being an individual is provisionally or finally sequestrated or surrenders his/her estate; or
f. compromises or attempts to compromise generally with its creditors;
g. If the Advisor sells, assigns, or in any other manner transfers or attempts to transfer any of the rights granted in the Terms whether in whole or in part, without the prior consent of Marcus Spurway;
h. In case of change in the ownership or active management, without the prior consent of Marcus Spurway if the Advisor is a sole proprietorship;
i. In case of any dispute, disagreement or controversy between or among the personnel, principals, managers, and officers or employees of the Advisor, as the case may be, which dispute, agreement or controversy, in the sole discretion of Marcus Spurway, adversely has or may in the future affect the ownership, operation, management or conduct of the Advisor in carrying out its duties in terms hereof;
j. In case of the conviction of the Advisor or any, manager, officer or employee of the Advisor, as the case may be, of any crime, which conviction in the sole discretion of Marcus Spurway may affect the goodwill, morale, business of the Advisor and/or Marcus Spurway;
k. On the failure of the Advisor to pay any amounts of whatsoever nature due to Marcus Spurway, on due date thereof.
23.2. Marcus Spurway shall have the right to any time terminate the Engagement of the Advisor without cause, after giving the Advisor at least fifteen (15) days’ notice in of its intention to do so. The termination shall become effective forthwith on the expiry of the fifteen (15) days notice period from the date of receipt of the said notice by the Advisor. The Advisor shall, pursuant to such termination have no claim against Marcus Spurway for loss of profits, compensation or on any account whatsoever.
23.3. The Advisor may terminate the Engagement for any reason whatsoever, by giving at least ninety (90) days’ prior notice to Marcus Spurway of his/her intention to terminate the Engagement. Upon the occurrence of such an event, the Advisor shall execute all such agreements and do all such actions as are required under Marcus Spurway’s Policies to transfer inter alia, his/her customer base, accounts, and receivables to his/her Successor Advisor, if any. Upon the specific direction being provided by Marcus Spurway, the Advisor shall provide intimation of his/her termination from Engagement with Marcus Spurway to his/her customer base and, of its assignment to the Successor Advisor.
23.4. In the event of the demise of the Advisor the Agreement shall automatically terminate with effect from the date of his/her death. In such cases, the legal heir(s), successors of the deceased Advisor shall have no objection to the transfer of advisors and customer base to any Successor Advisor(s) identified by Marcus Spurway and no authorisation shall be necessary in this respect. Any amount due and payable to the Advisor hereunder, after setting off any claims and receivables, shall be paid to the legal heir(s)/ successor/administrator(s) only upon providing duly authenticated succession certificate, letter of administration (as the case may be) together with an indemnity bond and such other documents as may be requested by Marcus Spurway.
24. CONSEQUENCES OF TERMINATION
24.1. Upon the effective termination of the Engagement in accordance with the Terms for whatsoever reason:
a. Any and all rights and privileges of the Advisor granted as per the Terms shall forthwith cease;
b. Advisor shall not make any further Sales of the Products;
c. Advisor shall either deliver to Marcus Spurway, or destroy at the request of Marcus Spurway, all samples, technical pamphlets, catalogues, promotional material, specifications, Training Material and any other material documents relating to the business of Marcus Spurway including, without limitation, any list of customers;
d. Advisor shall immediately return to Marcus Spurway, at the Advisor’s cost and risk, those Products not already paid for;
e. If there is any stock of the Products in un-tampered, good useable condition that has already been paid for by the Advisor and was purchased not more than 30 days before, but is yet unsold to a customer, Marcus Spurway may, in its sole discretion be entitled to repurchase such stock at the net price paid for such stock by the Advisor or at the price worked out as per the prevailing policy of Marcus Spurway in this regard, whichever is lower;
f. the Advisor shall forthwith pay to Marcus Spurway all amounts outstanding
g. the Advisor shall forthwith desist the use of the Trademarks
For avoidance of any doubt, it is clarified that in case the Engagement is terminated by the Advisor or Marcus Spurway by serving a notice, then till expiry of such notice period, the Advisor shall continue to discharge all of his/her obligations under in accordance with the Terms.
25. LEGAL COSTS
If, as a result of any breach by the Advisor of any of the Terms, Marcus Spurway instructs its attorney to make demand or institute legal proceedings against the Advisor, the Advisor shall pay on demand all legal costs and disbursements so incurred, including the costs of any letter of demand, all collection charges and attorney fee and own client charges.
26. FORCE MAJEURE
Marcus Spurway shall not be liable to pay compensation nor shall it be a ground for termination of the Engagement if it fails to deliver or delays in delivering any of the Products as a result (whether directly or indirectly) of any force majeure event including (but not limited to to) strike, lockout, fire, flood, inability to obtain materials or carriage or shipping space, breakdown, delay of supplier or carrier, governmental act and regulation or any other cause beyond its reasonable control.
27. GOVERNING LAW
These Terms shall be governed and interpreted in accordance with the laws of India.
28. DISPUTE SETTLEMENT
All disputes, differences and questions of any nature which at any time arise between the Parties or their respective representatives and assigns or any of them out of the construction of or concerning anything contained in or arising out of the Terms or as to the rights, duties or liabilities under it, of the Parties, or their respective representatives shall be referred to the Sole Arbitrator under the extant Arbitration and Conciliation Act, 1996 inlcuding any amendment thereof. The Sole Arbitrator shall be an independent person who shall be appointed by Marcus Spurway. The Arbitration proceedings shall be held at Bangalore, India.
Parties shall be subject to the exclusive jurisdiction of the courts at Bangalore, India to the exclusion of all other Courts which may otherwise have jurisdiction.
30. LEGAL PROCEEDINGS
30.1. In case any legal action, proceedings, suit, claim or complaint is filed by or against the Advisor, Marcus Spurway shall have the right, at Marcus Spurway’s sole and absolute discretion and without any obligation to do so, to choose to either (i) participate in the proceedings; (ii) takeover the legal representation of the Advisor; or (iii) monitor the proceedings.
30.2. The Advisor shall take all necessary steps and provide any assistance which Marcus Spurway requires (including bringing proceedings or lending its name to any proceedings brought by Marcus Spurway) in connection with such legal proceedings.
31.1. All notices and other communications pursuant to these Terms or the Engagement contemplated herein shall be in writing and shall be deemed to be given, if delivered personally, faxed (where applicable), sent by internationally-recognized courier, mailed by registered or certified mail (return receipt requested), postage prepaid or emailed (i) to the Advisor at the addresses mentioned by the Advisor in its registration details on the website of Marcus Spurway; (ii) to Marcus Spurway if communicated on the email@example.com or by regular mail at DivyaShree Chambers, 2nd floor, Wing A, Langford Garden, Richmond Town, Bangalore 560025