Independent Tiens4u: adders to TIENS Policies & Procedures
POLICIES AND PROCEDURES
These Policies & Procedures have been established to protect the Independent Distributor’s business and the Company’s best interests. These Policies and Procedures explain the relationship between each Tianshi Independent Distributor (“Distributor”) and where the context so admits, joint Distributors and Tianshi (“Tianshi” “Tiens” or “the Company”). In any case where any provision contained in this manual is in conflict with the laws and regulations of the local country, the laws and regulations of that country shall prevail.
Unless the context otherwise requires, references to the singular shall include the plural and vice versa, references to any gender shall include all other genders, and references to “persons” shall include bodies corporate, unincorporated associations and partnerships. Headings are for ease of reference only and shall not affect the interpretation of this Agreement or of the clause to which they relate.
2. CODE OF ETHICS
The Distributor agrees to conduct his business according to the following Code of Ethics. This Code ensures high standards of integrity and professionalism throughout Tianshi’s network of Distributors and protects the business image of the individual Distributor as well as the overall image of Tianshi.
The Distributor promises and agrees when conducting his business that he will:
a. Conduct himself and deal with customers and other Distributors with the highest standards of honesty, integrity and fairness and in accordance with the DSA code of conduct;
b. Be honest in all business dealings;
c. Represent Tianshi’s products and services in complete accordance with the information contained in Tianshi literature and without making misleading product or service claims;
d. Represent Tianshi’s Compensation Plan completely to all potential Distributors and without making any misleading or exaggerated income claims;
e. Make estimates of profits that are based on reasonable predictions for what an average Distributor would achieve in normal circumstances;
f. Represent that past earnings in a given set of circumstances do not necessarily reflect future earnings;
g. Not misrepresent the amount of expenditure that an average Distributor might incur in carrying on the business;
h. Not misrepresent the amount of time an average Distributor would have to devote to the business to achieve the profit estimated and not state that profits or earnings are guaranteed for any individual Distributor;
i. Never state or imply that a Distributor will build a Downline organisation for anyone else;
j. Never state that profits or earnings are guaranteed for an individual Distributor;
k. Never state that any consumer, business or government agency has approved or endorsed the Tianshi products, services or Compensation Plan;
l. Fulfil all obligations associated with sponsoring other Distributors, including training, motivation and support;
m. Familiarise himself with and abide by Tianshi’s Policies and Procedures as amended from time to time and ensure that he at all times is operating in accordance with the most current version of the Policies and Procedures;
n. Familiarise himself with and abide by all laws, common laws, regulations and statutes of any country in which he conducts his Tianshi business.
3. BECOMING A TIANSHI DISTRIBUTOR
To become a Distributor, a Distributor Agreement must be read, completed in full and signed by the Distributor (including any joint Distributor see Section 3(f) below) and a Distributor Starter Kit purchased. The applicant acknowledges that he is obliged to familiarise himself with the contents of this manual and all other documents constituting the Agreement from time to time, and shall confirm that he has read and understood the contents of this manual and the Distributor Agreement, upon request by Tianshi. The Distributor Agreement should be returned as soon as possible by post to Tianshi. Upon acceptance by Tianshi, the Distributor details will be recorded on Tianshi’s computer files. Tianshi reserve the right to reject any application for any reason whatsoever.
Eligibility requirements to become a Distributor are as follows:
a. A potential new Distributor can only be introduced to Tianshi by a current Distributor.
b The Distributor must have reached the age of 18 years and be resident in a country in which Tianshi is currently conducting its business. Any person regardless of sex or race can apply to be a Distributor, subject to any relevant local laws or regulations.
c. The Distributor position will be granted only for the country in which the Distributor is resident.
d. The Distributor will be allocated a Distributor ID Number. This number will be recorded on the Tianshi computer, together with the Distributors personal details obtained from the Distributor Agreement.
e. Except where two Distributors marry or register as a civil partnership after each has independently become a Distributor, Distributors may not have an ownership interest in or management control of more than one Distributor position, whether direct or indirect or whether as an individual or joint Distributor. Where two Distributors marry/register as a civil partnership, after each has independently become a Distributor, they can retain their individual Distributor status if they so wish. Alternatively one of them may decide to relinquish their Distributor status and join as a single Distributor in the direct Downline of their spouse/partner. In this situation the original line of sponsorship of the relinquished Distributor will be passed up to the original Upline automatically.
f. Couples who are already married or registered as a civil partnership and who wish to become Distributors are required to sign the same Distributor Agreement as joint Distributors. Their Distributor position will be deemed to be as joint Distributors under one sponsor, under which each person will be jointly and severally responsible for the actions of the other person. If a spouse or partner wishes to become a Distributor subsequent to the other person becoming a Distributor, he will be added as a joint Distributor to the existing Distributor position, upon written notification to Tianshi, and cannot hold a Distributor position in their own right. Couples who are married, or registered as a civil partnership agree that where one person dies, the other person will be considered as the sole Distributor and will inherit the rights and obligations accordingly. Should a spouse/partner not become a Distributor he does not have any rights pertaining thereto. Should he intend to become a joint Distributor they must obtain written consent from their spouse/partner before applying to Tianshi.
g. Tianshi will not accept as Distributors companies or other such legal entities. (Trading names are permitted). A partnership (other than one which consists of two persons who are either married or in a registered civil partnership) or a Limited Company, may not become a Distributor. No individual may participate in more than one (1) Distributor position in any form without express written permission from Tianshi.
h. No product or service purchase is necessary to become a Distributor.
4. INDEPENDENT BUSINESS RELATIONSHIP
a. Distributors are independent contractors and are not purchasers of a franchise. The Distributor Agreement between Tianshi and its Distributors does not constitute an employer/employee, agency, partnership or joint venture relationship. Distributors shall have no legal right or authority to bind Tianshi to any obligation or to make representations or warranties on behalf of Tianshi. The Distributor shall be responsible for filing all necessary tax returns and paying all applicable taxes, in relation to the Distributor’s own business (See Section 5 ).
b. Any verbal or written statements made by the Distributor, as an independent contractor, with regard to Tianshi products or services and the Tianshi Compensation Plan must be based strictly on the written information issued by Tianshi, for example, in current Distributor and sales promotion literature. The Distributor is liable for all statements he may make which deviate from the above and shall indemnify Tianshi from any loss, damages, claims, costs (including legal fees or court costs) or fines arising from unauthorised representations made by the Distributor.
c. The Distributor is encouraged to determine his own hours of work, sales methods and sales operations, provided they comply with applicable laws and regulations. The Distributor is responsible for payment of all expenses incurred in the running of his Distributor business.
As an independent contractor the Distributor shall be responsible for the filing of all necessary tax returns and registering for and paying all applicable taxes due in relation to the Distributor’s business. This shall include (but not be limited to) the obligation to make, execute or file, all reports and obtain licenses (including, if applicable, VAT registration) as are required by law with respect to the Distributor Agreement and/or the acquisition, receipt, holding, selling, distribution or promotion of Tianshi products and services.
In the event that Tianshi is required to pay VAT on any payments due to the Distributor under the Compensation Plan, Tianshi reserves the right, subject to Customs & Excise approval, to self bill for such sums, in which event VAT shall only be paid to the Distributor if the Distributor is registered for VAT and provides Tianshi with a copy of his VAT registration certificate. If the Distributor, having been registered, becomes de-registered voluntarily or otherwise for VAT, he shall notify Tianshi in writing of the fact of such de-registration within fourteen (14) days of the de-registration taking effect. If Tianshi is obliged or liable to make any payment of VAT to the tax authorities as a result of the failure of the Distributor to notify Tianshi of de-registration for VAT then the Distributor acknowledges and agrees that Tianshi shall be entitled to recover from him the amount of such VAT by deduction from the Distributor’s account with Tianshi or by any other means available to Tianshi from time to time.
6. CHANGES IN DISTRIBUTOR STATUS
a. Change of Name:
The trading name of the Distributor may be changed by forwarding written notification to Tianshi. Such notification must include the consent of any joint Distributor or partner.
b. Line of sponsorship:
The integrity of the lines of sponsorship is fundamental to Tianshi’s functionality and success. Once a Distributor is sponsored Tianshi believes in protecting his relationship to the fullest extent possible. However, the following exceptions may be made at the sole discretion of Tianshi:
(i) By terminating the Distributor Agreement and remaining inactive for a period of six (6) months (which starts upon the date inactivity is notified to Tianshi) before re-applying under a different sponsor.
(ii) In the case of proven unethical sponsoring by the original sponsor.
(iii) With the written approval of the immediate five (5) Upline sponsors.
In the case of (ii) above the Distributor position will be transferred with any and all Downline intact.
c. Sale of a Distributor Position:
(i) A Distributor position or any rights ensuing there from may be sold or otherwise transferred by the Distributor subject to prior written approval from Tianshi (such approval not to be unreasonably withheld). In general no transfer agreement will be approved unless it includes:
” covenants by the seller not to solicit his immediate Downline for at least six months from the effective date of the sale; and
” a provision in which the parties agree upon the ownership of the inventory of the Distributor business upon the sale. Tianshi will not repurchase inventory from a person who sold his interest in a Distributor business.
(ii) Subject to prior approval from Tianshi (such approval not to be unreasonably withheld), the sale of the Distributor position must first be offered in writing to the Distributor’s Sponsor. Should the Sponsor choose to purchase the Distributor position, the position within the group and its Downline will be collapsed and the Downline will be merged into the Sponsor’s existing group.
(iii) Should the Sponsor decline the offer, the Distributor position must then be offered in the correct order and under the same terms to each of the seller’s five (5) immediate Upline Distributors.
(iv) If the five (5) immediate Upline Distributors decline the offer, the Distributor position can then be offered to any person outside the Tianshi group fulfilling the eligibility requirements of becoming a Distributor (see Section 3). The purchaser must register into the selling Distributors sponsorship line.
(v) Where the Distributor position is offered to the Sponsor or Upline in accordance with (i) or (ii) above the Distributor must be notified within seven (7) working days as to whether the sponsor/Upline Distributor wishes to accept or decline the offer.
(vi) Where the sale is to person(s) who are not existing Tianshi Distributors, Tianshi must first receive the proposed Transfer Agreement, including terms of payment, and a signed Distributor Agreement, and payment for a Starter Kit from the purchaser of the Distributor position, as well as such further information and documentation as Tianshi shall require to evaluate the purchaser, terms of sale, and such other matters which Tianshi shall deem relevant or necessary for the exercise of its right of approval.
(vii) No Distributor may buy or sell a Distributor position to an existing Distributor other than as described in Sections c (ii) and (iii).
(viii) The seller may not reapply to become a Tianshi Distributor or purchase another Tianshi Distributor position for a period of six (6) months from the date of the sale or transfer of the Distributor position.
Should two existing Distributors marry or register as a civil partnership, they may elect to maintain their separate Distributor position or for one Distributor to become a joint Distributor in the spouse’s/partner’s Distributor business PROVIDED that the Distributors are part of the same group.
Upon divorce of married joint Distributors, or the legal separation of a civil partnership, Tianshi must be notified as to which former spouse/partner will assume ownership of the Distributor business as determined by agreement between the parties or by an order of a court of competent jurisdiction.
A change in the ownership of the Distributor position will not take place until Tianshi receives a copy of the divorce documentation, or evidence of the end of a civil partnership. Should the party who does not assume ownership of the Distributor position desire to remain a Distributor, he may do so by submitting a new Distributor Agreement at the time the divorce/separation documentation is submitted to Tianshi but may not purchase an existing Distributor position or become a partner in an existing Distributor business. He shall then be entered as a new Distributor under the original Sponsor.
If there is any question over the disposition of the Distributor business or the income from the Distributor position, Tianshi may suspend the Distributor position and hold all commissions and/or bonuses until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.
Should the couple be unable to reach agreement on who should take over the distributorship following their divorce/separation then the following shall apply:
” If both parties did not jointly apply to Tianshi to register their business, even though in practice both ran the business, then the party who actually signed the application form will remain the relevant Distributor. Tianshi may decide that the other party qualifies for half of the bonuses generated within the 6 months inactive period. The other party will be able to apply as a sole Distributor following a 6-month inactive period.
” If both parties did jointly operate the business officially, but agreement cannot be reached within 10 days following the notification of their divorce/separation to Tianshi, Tianshi may temporarily freeze any bonus payments generated until agreement can be reached between the parties.
Under no circumstances will Tianshi divide a Downline organisation or split or apportion bonus or commission cheques or payments between spouses/partners.
f. Separation of Joint Distributors:
If Distributors operating their business jointly or as a partnership (other than as a married couple or registered as a civil partnership) wish to dissolve their jointly held position or partnership then Tianshi must be notified as to which of the former joint Distributors or partners will assume ownership of the Distributor business as determined by agreement between the parties or by an order of a court of competent jurisdiction. A change in the ownership of the Distributor position will not take place until Tianshi receives a copy of documentation evidencing agreement between the parties as to the dissolution of their relationship or a court order. Should the party who does not assume ownership of the Distributor position desire to remain a Distributor, he may do so by submitting a new Distributor Agreement but may not purchase an existing Distributor position or become a partner in an existing Distributor business. He shall then be entered as a new Distributor under the original Sponsor.
If there is any question over the disposition of the Distributor business or the income from the Distributor position, Tianshi may suspend the Distributor position and hold all commissions and/or bonuses until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction. Under no circumstances will Tianshi divide a Downline organisation or split or apportion bonus or commission cheques or payments between joint Distributors.
g. Inherited Distributor Businesses
Upon the death of a Distributor, the rights of the Distributor are passed on to the rightful heir(s) provided he shall be eligible to accept the Distributor position subject to the responsibilities stated in, and on the terms and conditions of, the Distributor Agreement, as if he were a party thereto and providing final payment of sums due (if any) under the Distributor Agreement have been made. Tianshi reserves the right to suspend the Distributor position until receipt of documentation evidencing the entitlement of the heir to the deceased’s Distributor position.
If the business is jointly owned by a married couple and one spouse dies, the other will automatically inherit the rights of the business. Where the business is owned by a deceased individual:
” Tianshi may assign a temporary manager to run the business. Tianshi may pay the temporary manager all/or part of the income earned during this period.
” Within 60 days following his appointment, the temporary manager must, where a legal heir has been specified by the deceased, assist the heir to apply as a Distributor and transfer all responsibilities to him. Where there is more than one heir, they must elect one person to run the business but the income will be allocated between them as they so agree. If they cannot agree upon who should run the business Tianshi may sell the business and the resulting profit be passed to the personal representative to distribute in line with the will.
” Where no heir is specified, the temporary manager may appoint another person to run the business until the end of its authorised period. This person must be a Distributor or successfully apply to be a Distributor. Tianshi may pay this person all/or part of the income earned during this period.
h. Incapacity of a Distributor:
Upon the incapacity of a Distributor, the rights and responsibilities of the Distributor can be assumed by a person authorised by a power of attorney who may handle the Distributor’s affairs even though he may himself hold a Tianshi Distributor position. Tianshi reserves the right to suspend the Distributor position until receipt of documentation evidencing the authority of the person authorised by a power of attorney.
7. DISTRIBUTOR WISHES TO END HIS AGREEMENT
If a Distributor terminates his Distributor Agreement at any time by notifying Tianshi in writing, the Distributor’s organisation will be transferred to his Sponsor. He must wait six (6) months from the date of termination of the Distributor Agreement before reapplying to become a Distributor.
8. DISTRIBUTOR’S RIGHTS AND RESPONSIBILITIES
a. Tianshi grants to the Distributor in accordance with the terms of the Distributor Agreement the non-exclusive right to sell and promote Tianshi products and services. Distributors may promote products and services, and sponsor new Distributors only in countries in which Tianshi operates and in which the Distributor is authorised by Tianshi to conduct his Distributor business.
b. Distributors are entitled to, subject to these Policies and Procedure Rules:
” receive Tianshi literature and other communications
” participate in Tianshi sponsored support, service, training, motivational and recognition functions (subject to applicable charges)
” participate in promotional and incentive competitions and other Tianshi sponsored programmes.
Tianshi reserve the right to disqualify a Distributor from participating in the aforementioned events, for any reason whatsoever.
c. All Distributor Agreements expire annually on the anniversary of the date of acceptance of the Agreement by Tianshi or such other date as Tianshi determines. Each Distributor is required to renew its Distribution Agreement annually, prior to the expiration date set by Tianshi. Distributor Agreements may be renewed by completion of a renewal form together with payment of the annual renewal administration fee and postmarked no later than the expiration date set by Tianshi. Tianshi reserves the right in its sole discretion to accept or reject a renewal application and to waive the renewal fee (or to debit it from any due commission).
d. A Distributor must obey all laws and regulations of the country he resides in, in particular with regard to direct selling. He shall not involve himself in any illegal business matter or activity, which may jeopardise Tianshi’s reputation.
e. When conducting any activities relating to Tianshi the Distributor must identify himself as a Tianshi Distributor and show his ID card. In all circumstances the Distributor must fully comply with this manual, the TBP and any other Tianshi rules and procedures, including any subsequent amendments thereto. Tianshi can amend all rules and procedures at its discretion. Such amendments will be communicated to Distributors in such manner as Tianshi shall reasonably determine.
f. Distributors must order products directly from Tianshi or its authorised agent offices.
g. Distributors must demonstrate the product to the customer before their first purchase and explain the usage, methods and precautions that are supplied with the products.
h. Distributors shall promptly inform Tianshi of any serious complaints received from the customers of his network. The Distributor shall also provide Tianshi with all relevant correspondence associated with the complaint.
i. In order that all Distributors are fairly treated, all Distributors can sell or display products in Tianshi designated agent offices. However, they must not sell products in schools, shops, stalls, leisure grounds, auctions, organised societies or any similar locations.
j. Distributors must not sell products or recruit new Distributors via a door-to-door method. Distributors must not promote the TBP in a public area.
k. Distributors must not use telemarketing methods, faxes, flyers, posters, large quantity mailing or any other broadcasting method to promote sales.
l. Distributors must not use other profession’s names or reputations to promote products. They may not pressure others into being sponsored.
m. Distributors must not overstate benefits or use any other misleading methods to promote products.
n. Distributors must not distort a product’s price, specification, quality, characteristics, ingredients, origin or condition to promote sales.
o. Distributors must not sell non-Tianshi products using the Tianshi name or methods of sale. Also they must not export or allow others to export Tianshi products without Tianshi’s prior written agreement.
p. A Distributor must not use his network to sell other services such as, insurance, taxation, properties, and investments etc, which compete with those of Tianshi.
q. Distributors of 3 stars and above cannot be distributors for any other direct selling companies, whilst they are Tianshi Distributors, as they would be in possession of extremely confidential information concerning Tianshi. If Distributors who are 3 stars and above are discovered to be so involved in other direct selling companies, Tianshi may suspend their distributorship.
r. Any meetings or seminars involving Distributors must follow Tianshi’s rules. The meetings must be for the purpose of training Distributor(s) and/or promoting the Tianshi products and business only.
s. Whilst conducting Tianshi business, Distributors must not promote their own political or religious beliefs.
t. Any Distributor who owns their own networking centre or trademarks must inform Tianshi and accordingly they can only be used for promoting products following Tianshi’s written approval.
u. When a specific network needs to be identified from other networks ‘Tianshi Distributors’ should also always be clearly stated.
v. Distributors must not promote themselves as being agents, employees or partners of the Tianshi Corporation.
w. Distributors must not use any means to threaten or intimidate other members of Tianshi.
x. Distributors must ensure to the best of their ability that Tianshi are not sued due to their negligence. Distributors accordingly acknowledge that they will indemnify Tianshi against any losses, being either monetary, to their reputation or legal costs caused as a result of the Distributor’s actions or omissions.
9. REPRESENTATIONS MADE DURING SALES
The Distributor agrees to give a true and fair description of Tianshi products, services and programmes in all discussions with customers, fellow Distributors and potential Distributors. This obligation to give a true and complete representation shall include the following points:
a. Policies and Procedures and Compensation Plan
The Distributor shall neither misstate, nor omit any essential details regarding the Tianshi programme. On presentation of a Distributor Agreement the Distributor shall provide each potential Distributor with a copy of the current Policies and Procedures and the Compensation Plan and other relevant documentation.
In discussions with potential Distributors, the Distributor will ensure that the following points are made clear:
” The Tianshi programme is based on the sale of Tianshi products and services to end customers.
” Distributors will not be successful merely by sponsoring other Distributors without endeavouring to sell products or services themselves.
” Turnover from product sales are the sole source of bonus payments.
” Exclusive or undue emphasis on sponsoring is not permitted.
b. Income Representations:
The Distributor shall not make any exaggerated representations as to potential income to be realised by prospective Distributors or disclose their Tianshi income (including the showing of cheques, copies of cheques or bank statements) when presenting the Tianshi opportunity or the Tianshi Compensation Plan except as set out in official Tianshi literature.
c. Product/Service Claims:
The Distributor shall not make claims about Tianshi products or services other than those found in current company literature or on packaging labels. In particular Distributors may not make claims that Tianshi products have therapeutic or curative properties or that they are useful in the cure, diagnosis, mitigation or prevention of any disease or condition.
d. Non Disparagement:
In setting a proper example for their Downline, Distributors must not disparage other Tianshi Distributors, Tianshi products or services, the Tianshi Compensation Plan, Tianshi employees or officers.
e. Distributor Starter Kits:
A Distributor Starter Kit is an essential training tool, which every Distributor should read and understand thoroughly. The Distributor must advise all prospective Distributors that a Distributor Starter Kit must be purchased prior to or at the time of signature of the Distributor Agreement.
The Distributor Starter Kit includes the Policies and Procedures, the Compensation Plan and other essential literature, and product and service information.
All Distributors shall forward to Tianshi any forms and applications they receive from other Distributors or customers on the next business day after the day on which the forms or applications are signed.
a. Every Distributor must have his own Sponsor. It is a requirement that the prospective Distributor will tender his application to become a Distributor to the first Distributor who presented him with the complete Tianshi business opportunity or has done meaningful work with him. A Distributor shall neither unduly influence the prospective Distributor nor offer as enticement exaggerated prospects with regard to possible income or business development in order to gain a new Tianshi Distributor.
b. Tianshi recognises as a Sponsor the name shown on the first Distributor application to be legally signed, dated and recorded in Tianshi’s computer system.
c. Following instructions from Tianshi, or according to this manual, Distributors must provide training for his sponsored Distributors periodically. Where a Distributor provides training for his Downline he shall ensure that the only equipment/tools used belong to Tianshi. Any Distributor meetings held will not involve a charge to the Distributors attending.
d. Before sponsoring anyone a Distributor must honestly explain the TBP and manual, including emphasizing the responsibilities involved (especially paragraph 3 of the manual).
The Distributor can only ask the potential distributor to sign an application form if the TBP has been fully explained. The Distributor must explain the following:
” the qualification of becoming a Distributor;
” the TBP;
” the importance of attending Tianshi meetings;
” this manual;
” obligations and responsibilities of being a Distributor;
” the Compensation Plan;
” types, prices, functions, qualities and uses of the products; and
” procedures for resignation.
e. A Sponsor must ask whether the potential Distributor and/or partner have been a Distributor before. If he has, the Sponsor must follow the procedures stated below.
f. A Sponsor must ensure that the new Distributor fully understands the product ordering procedures.
g. When a Distributor who has been sponsored intends to resign, the Sponsor must assist him with the resignation procedure, including any product returns. A Sponsor must respect the Distributor’s decision to resign.
h. A Sponsor must encourage his Distributors to participate in meetings and other activities held by Tianshi, although he cannot force the Distributor to attend.