Delight Dreams/CODE OF CONDUCT

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I:- Code of Conduct

The Delight Dreams product and services OPC Private Limited ( Delight Dreams ) Code of Conduct is a set of rules, regulations and guidelines that the all Independent Business Associates (IBAs) of Delight Dreams shall abide. The rules and regulations along with the guidelines detailed in the Code of Conduct by the Company shall bind all IBAs of Delight Dreams. This Code of Conduct provides , complaint redress al mechanism, procedures to be followed by a ll IBA s during the sale of Company products and business promotion of the Delight Dreams , Do s ’ & Don’t s for IBA s and about disciplinary action against wrongdoers .

II:Introduction

Delight Dreams product and services OPC Private Limited is a Company incorporated under Companies Act 2013 , having its registered office at Plot No 39, sai villa Behind Indian Gas Godown Nagpur 440034 , India . Its wide range of products which are useful in the fields of Health , Lifestyle , FMCG products and IT Education under the brand name Delight Dreams for individuals, small and medium enterprises and small - home offices. Delight Dreams set up specific norms to be followed by all the IBAs for doing Delight Dreams business. If any IBA found violating the Code of Conduct of the Delight Dreams he / she / it will be punished as per the procedure laid down by the Company and if any procedure not mentioned in written on any nature of issue, the Company decision is final on such issue

III: - Objective s

1: - The objective of Company , Code of Conduct shall be to foster a spirit of cooperation and discipline among the IBAs of Delight Dreams.

2: - To organize and to unite all IBAs of Delight Dreams and to regulate their relation with the Company and prospective IBA s

3: - To secure fair trade practice and professionalism by the IBA s .

4: - To address the grievances of customers and IBAs of Delight Dreams

5: - To prevent false promises , miss - commitments, false assurances and unlawful activities

6: - T o maintain profess ionalism , decency, dignity and discipline during the course of business activities

7 : - To provide effective and proper communication

8 : - To create a wareness about the Do's & Don

III: - IV: - Definitions s

Delight Dreams e is the brand name of “Delight Dreams product and services opc private limited company

1: - Company means Delight Dreams product and services OPC Private Limited/DDPSOPC PVR LTD.

2: - Delight Dreams Business means the business as an Independent Business Associate (IBA) with Delight Dreams Company Products

3: - Delight Dreams Company Products means all products of Health , Lifestyle, FMCG , Educational Books and etc. sold by the Company including literature and other business support materials, made available by the Company to IBA .

4: - Delight Dreams Sales and Marketing Plan means the delight points Program on products, guidelines, requirements, systems, procedures and policies regarding the presentation of Delight Dreams products , the Delight Dreams business as amended from time to time

5: - Independent Business Associate (IBA ) (in short called as an “associate” or “business associate” ) is a Company authorized person on submission of application either an individ ual or group of individuals or a valid legal entity, as per the law of the land , who is interested to purchase the Delight Dreams products and /or promote the business of the Company . The person or entity who register by submitting filled - in and signed IBA application form , which is free of cost, is eligible to become an Independent Business Associate subject to term s and conditions .

6: - BAs are independent business persons /entity operating o n their own responsibility and ha ve no employment, no guaranteed financial commitments, no master and servant relation or similar relationship with Delight Dreams or any of its affiliated companies.

7 : - User / Preferred Customer is a person, who purchases Delight Dreams products exclusively for their own use purpose and they have no interest in the Sales and Marketing plan. They are not eligible to earn any delight points in order to gain commissions or any other benefit .

8 : - Inactive and Active A n IBA who is not participating in Delight Dreams Business promotion activities for 30 consecutive days and /or not made a sales activity of at least 200 points on his/her /their own in one English calendar month will be treated as Inactive IBA. Those who will not fall under the inactive IBA category will be treated as a n a ctive IBA

9 : - Business Year is a financial year which begins from April 1 st and ends with March 31 st of the following calendar year.

10: Referrer / Sponsor is a Delight Dreams IBA , who introduces or refers a new IBA to the Delight Dreams Business in his/her team

1 1 : - Cross Referring / Sponsoring means that an IBA sponsoring / referring a n existing or prospective customer or IBA belonging to or swayed by another IBA team to his/her team

1 2 : - Cross - line IBA - ship means an existing IBA again becoming an IBA in another IBA ’s group.

1 3 : - Market means the territory of India and will expand subject to the Company’s decision.

1 4 : - The Code of Conduct guidelines for IBAs for the purpose of business activities, complaint and grievance redress mechanism, duties and responsibilities of the IBA and about disciplinary action which are subject to change or modification as deemed fit by the Company from time to time a s per law time being in force and to safeguard the interest of consumer s and IBA

V: - Eligibility / Qualifications

To become an Independent Business Associate (IBA) of Delight Dreams which is free of cost , an applicant :

a : Shall be a citizen of India.

b: Shall be a major as per the statutory provisions governing in India

.

c: Shall not be anunsound unsound mind or m entally retarded.

d: Should not be sentenced by any competent court for grave offences .

e: Shall be legally entitled to do business in the country as per the Law time being in force .

VI: - Registration of IBA - ship

1: - Registration

The prescribed format placed on the Company website, along with Code of Conduct and user agreement . Every prospective IBA shall fill up and submit the online registration form which is free of cost by furnishing the details as required by accepting the terms and conditions mentioned therein

2: - Application

Every prospective IBA shall get registered by necessarily filling up the physical IBA application form (duly signed) by accepting the terms and conditions provided in the IBA application form , code of conduct and online agreement

3: - Accepting or Rejecting of Application

It is a privilege of the Company either to accept or reject the application submitted by an applicant. If the application is not filled in completely or the details furnished by th e applicant are not true in nature or not interested to accept the same keeping view of business interest , the Company is a t liberty to reject the application without assigning any reason

3: - 4: - Date of Authorization

An application shall be considered as accepted , when an IBA receives the confirmation of his / her registration via e - mail or his IBA ID got activated

VII: - Renewal

IBA - ship Renewal is also on free of cost and will be made on request, subject to submission of a renewal form. If no request is made, Delight Dreams IBA - ship will be lapsed automatically on completion of one year. It is a prerogative right of the Company to accept or reject the renewal application.

Refusal of Renewal

The Delight Dreams reserves the right to refuse any renewal request and can revoke any IBAs renewal , if in its opinion the IBAs activities have not been in accordance with the interests of Delight Dreams or if the IBA did not comply with any one of the Delight Dreams Code of Conduct terms or any other condition of the agreed agreement, within preceding 12 months period for which renewal was sought

VIII: - Transfer of IBA - ship

No IBA - ship will be transferred to another person once it is suspended or terminated . IBA - ship is non - transferable except in case of succession. Subject to participation in sales and business development activities, commissions will be paid to successor otherwise successor is not entitled to claim commission.

IX: - Corporate as an Independent Business Associate

Any corporation whether it is a proprietary concern or partnership concern or Limited or private limited Company registered as per the law of the land can become an IBA of Delight Dreams subject to the norms as required under statutory provisions . In case of a partnership firm, a copy of the partnership deed along with the resolution of the firm is required . In case of a Company , to become a n IBA , it requires related documents, duly attested by the Managing Director /Director of the said Company supported by a resolution of the Board of Directors. Change of authorized signatory on behalf of the firm or Company can be made on proper representation: no third party transfer will be allowed.

X: - Group Accidental Death Insurance Policy

1: - At present the Company providing gr oup accidental death insurance policy on free of cost for a sum of Rs. 1 (one) Lac to its Independent Business Associates who purchased specified points worth of products in specified period through an insurance Company .

2: - The said policy risk cover will start from only after 4 to 8 weeks from the day of purchasing of Company produc ts by an IBA or / and from the date of submission of a renewal application of the IBA - ship as the case may be subject to terms and conditions.

3: - Insurance claim will be given to the nominee as per the details provided. In case nominee details not available in the record the provisions of the Indian Succession Act or any other law time being in force will be applicable

4: - The insurance claims shall be entertained subject to the terms and conditions of the insurance Company . The Delight Dreams Company is not liable f or any nature of claims in this regard as the policy will be issued by the Insurance Company only .

Commitments

All the Independent Business Associates must have certain commitments under the Code of Conduct . The IBA

1 : - Shall not make any false assurances or promises such as saying that it is easy money and /or quick money, guaranteed monthly income or job assurance etc

2 : - Shall inform the prospective IBA that income is dire ctly proportionate to efforts of selling products. IBA is not entitled to commission for referring other IBAs into Company business and will get commission only on sale of products or services of Company .

3 : - Shall not show an exaggerated income figure and about the product u sage

4 : - Shall provide the customer and prospective IBAs true information about the products price, quality, standards, contents, style or model .

5 : - Shall not sell the goods or services in a fraudulent or inducement manner or under pressure selling or promote products or services that do not belong to Delight Dreams

6 : - Shall not make exaggerated income representations in order to promote Delight Dreams products or services and shall not induce to lure the prospective customer and IBAs .

7 : - Shall not induc e prospect ive IBAs to purchase goods / serv ices promising them, he/she can reduce or recover the purchase price by referring more prospects for similar purchase

8 : - Shall not indulge in any illegal activities or adapt unlawful trade practices

9 : - Shall promote Company nutritional products, food / dietary supplements as only nutritional and food / dietary supplements only. IBA shall not represent that Company nutritional products and food / dietary supplements are drugs, made for diagnose, prevent disease, cure or trea tment for any nature of illness or disease.

10: - Shall not refer to any testimonial which is not authorized / true, obsolete / no longer applicable in any manner , which may mislead the prospect.

11: - Shall not campaign as an employee of the Company and shall not express or imply that the relations of the IBA with the Company is either master and servant or employee and employe

12: - Shall not do the business of other companies having similar nature of business like Delight Dreams , with or without using business platform of Delight Dreams during subsistence of the IBA - ship

13: - Shall not collect cash from any of the prospective IBA / Customer for buying Delight Dreams Company products either part or full cost of the products or for any other purpose in the name of the Company. For any business transaction, IBA shall collect the Demand Draft (DD) only in the name of 'Delight Dreams Products And Services opc private Limited' or 'DDPSOPC Pvt Ltd.

1 4 : - Shall not promote DDSC educational p rograms to those who are not eligible to enroll i.e . he/she must have attended minimum 10th class Examination

1 5 : - Shall not promote educational programs to the customers, if the DDSC education centre is not available in their city/town or is not within 10 kms from the prospective IBA/ student residence area

1 6 : - Shall not offer a job guarantee after completion of any education al program

XII: - Professionalism

A Delight Dreams IBA must possess the quality of professionalism at all times, while promoting products of Delight Dreams as stated below

1: - An IBA shall conduct business in a courteous and cordial manner and shall not exercise pressure selling methods or compell ing methods.

2 : - An IBA shall introduce him/her self as an Independent Business Associate of the Company and shall inform his/her details like name, address, contact number to the invitees before business promotional activity for every time and shall carry Identity Card issued by competent authority

3 : - An IBA shall always make a fair and detailed presentation about delight dreams products, by providing de monstrations with demo products and also explain the specified use only of the product .

4: - The prospective customer must feel comfortable and / or shall not feel inconvenient , when demonstration is organized by the IBA s . 5: - IBA Shall not give an impression to the prospective purchaser that purchase of Delight Dreams goods is an opportunity to g

IBA S hall not give an impression to the prospective purchaser that purchase of Delight Dreams goods is an opportunity to get employment at Delight Dreams Products and Services opc Private Limited or its group companies or else where

6: - IBA s hall explain the Code of Conduct, online agreement and registration form terms & conditions to the prospective IBAs and make them understand about the concept of the Business Model of Delight Dreams.

7: - A n IBA shall not use literature other than that approved by the Company for promoting Delight Dreams products , if he chooses to use self created literature to promote and sell Company ’s products, he must get prior permission in writing from the Company

8: - IBA shall not involve in cross referring / sponsoring or cross - line IBA - ship activity.

XIII: - Retail Store

An IBA, who works in or owns a retail store must operate his or her Delight Dreams business separate and apart from the retail store. Such IBA must secure customers and delive r products to them in the same manner, as Delight Dreams IBAs, who have no connection with a store.

XIV: - Delight Dreams Dealership

Th e IBA who obtained dealership shall adhere to the terms and conditions of the dealership agreement apart from the agreed terms and conditions as a n IBA . In case failed to do so, disciplinary action will be initiated. Every dealer shall obtain appropriate and necessary permissions \ sanctions for doing business from local a uthorities and shall indemnify the Company for all legal/statutory compliances. Dealership Agreement is co - existent, concurrent and coterminous along with the IBA - ship.

XV: - Presentation of Delight Dreams

Sales & Marketing Plan

Inviting Prospective IBA s or customer

When inviting a prospect to hear the presentation of t he products of Delight Dreams or/and Sales and Marketing Plan, a Delight dreams IBA shall not use the following invitation methods directly or indirectly or induce other IBAs to do so.

1. Imply that it related to an employment opportunity

2. Imply that the invitation is to a social event

3. Disguise the invitation as a ‘market survey

4. Promote the event as a ‘tax seminar’..

5. Without informing the Company name and details .

6. Stating that it is the best opportunity without efforts/ strain and get quick rich scheme.

7. Any other misleading reason to invite.

XVI: - First Contact with Prospective Customers and IBAs

1. At the first contact with prospective customers and IBAs , an IBA should

a. I ntroduce him/her self by name and details

b. He / She should make him /her self known in suitable fashion as a Delight Dreams IBA and should provide information concerning his /her name , address and contact number as well as detailed information of the Company.

c. Explain to the prospect ive IBAs about the Delight Dreams Business as in accordance with the Delight Dreams Code of Conduct , Online Agreement and Registration Form terms & conditions

d. IBA s shall not make any false income representations to promote Delight Dreams products and in seeking participation of a prospective IBA in Delight Dreams Sales and Marketing Plan

2. The inviting IBA must comply with the following guidelines:

a. Must use only Delight Dreams authorised literature

b. IBA shall not produce, sell and / or distribute any business promotion material/ literature which are deceptively similar to literature or material published and distributed by Delight Dreams to its IBAs or which could create the impression to an ordinary prudent man in society that such literature or material belongs to Delight Dreams or that its publication or distribution is authorized by Delight Dreams

c . Shall not say that Delight Dreams business IBA - ship is a “get - rich - quick” or easy money opportunity in which it is easy to achieve success with little or no expenditure of effort or time.

d . Shall not present the Delight Dreams business plan or solicit participation in the plan through mass mailings, telemarketing , national advertising, computer communications or any other means by which person - to - person contact with the prospective IBAs is not present. The effective communication is permitted subject to approval of such media communication from the Company .

XVII: - Obligations are Not Allowed

No IBA shall represent that there is any obligation for him/her to purchase the product and/or services under Delight Dreams sales and marketing plan o r be made to believe that by the said purchase they will get earnings easily. If the Company receives any reasonable or credible infor mation that any sale has been made out on the obligations or false representations, t he IBA - ship of such an IBA will be terminated immediately without any notice

XVIII: - Sign board

An IBA of Delight Dreams has to seek written approval from the Company for using Delight Dreams's Sign board display in his/her/their personal office premises irrespective of whether it is visible to the public or not . For seeking approval, the IBA should send a detailed description of the signboard , size and location of the signboard . The Company reserves the right to withdraw permission to display Delight Dreams's name, if the standards stated are not met .

XIX: - Sign on Vehicle

An IBA may use the Delight dreams trade name, trademark, logotype , design or symbol on a ny vehicle only with prior written consent from the Company. Only those stickers that are officially launched by the Company are permitted

XX: - Telephone

No IBA is permitted to list his or her personal telephones in the name of the Company .

XXI: - Fund - Raising Events

Delight Dreams products and services are not authorized to be used in conjunction with any type of fundraising activity. Fund - raising includes the solic itations for the purchase of Delight Dreams products or services based on the representation that all or a portion of the gains , proceeds or profits generated by such will benefit a particular group, organization, or cause. Any program , activity or promotional event organized by Delight Dreams should not be utilized for any other personal promotion or personal financi al benefit.

XXII: - Accounts with the Banks

No IBA is permitted to open any account with the banks in the name of Delight dreams product and services OPC Private limited or DDPSOPC Pvt Ltd , or issue cheques by name of the Company or use any logos, which express or imply the in volvement of the Company . Violation of the same will be resulted in punitive action.

XXIII: - Statutory compliance with local Laws & Tax liability

IBA shall comply with all local, national, state laws , rules and regulations to do his/her business as an IBA to sell or promote Company products or services in the market. The Company is not responsible for any nature of liability for acts and deeds of IBA either as an individual or as an IBA. IBA shall be sole responsible person/entity to pay all applicable taxes either on sale of Company products /service made by h im/her/it or on income derived from said sales or business promotion. IBA who referred another IBA shall be responsible for the acts and deeds of the said referred IBA as an indemnifier to the Company.

XXIV: - Enforcement of Delight Dreams Code of Conduct

Violation of the Delight Dreams Code of Conduct will be taken as extremely serious, not only because of the effect it may have on the business of any individual IBA but also because of its effect on t he public at large and on the image of the Company. Therefore, it is essential on the part of every IBA to comply with the terms and conditions envisaged in the Code of Conduct, online agreement, IBA registration / application form terms and conditions and if any other agreed, amended terms and conditions, in order to safeguard the interest and reputation of Delight Dreams . If any IBA violates the Code of Conduct or any other agreed terms, disciplinary action will be initiated against him / her e ither by terminating or suspending or penalizing or seeking action through legal recourse. If any IBA declared as an inactive, such IBA shall not be entitled to any commissions on his/her personal or group sales

XXV: - Complaint Procedure

When the complaint is received against any of the IBAs , immediately the said complaint will be scrutinized. If prima facie the information furnished / received appears to be true, the IBA will be placed under suspension with immediate effect and notice will be issued later. Even if no complaint is received by any third party , if Company received any information about breach of code of conduct by any IBA , the Company is at liberty to take disciplinary action on suo moto.

XXV I : - Suspension

1: - During the suspension period the IBA will not be entitled for any commissions on the business transmitted by him/her or his /her group IBAs And shall not be entitled for attending Company organized meeting and Company sponsored foreign and domestic trips

2: - The Independe nt Business Associate against whom allegations are leveled will be served with a show cause notice by giving reasonable time for explanation . On receipt of such notice if no explanation is submitted to the Company within the specified time, it is deemed that the IBA is guilty of the charges alleged , otherwise explanation shall be placed before the legal department along wit h the evidence , if any. If the explanation satisfies the Company, suspension: will be raised otherwise the Company is at liberty to conduct an enquiry by it’s legal department on the complaint, if allegations are proved, the Company will impose suitable punishment which may result in termination of IBA - ship and also can take legal steps in the court of law.

XXVI I : - Termination by the Company

The Company by suo - moto, at its discretion and with or without issuing notice in writing to an IBA , can terminate the authorization to operate as an IBA , if one or more of the following occurs:

1: - If the IBA provided false information in his application

2: - If the IBA makes misrepresentation of Delight Dreams Company or products or Sales and Marketing Plan , which is not likely to be satisfactorily remedied by corrective action

3: - If the IBA breaches any of the Code of Conduct terms and fails to rectify such breach within the time period specified by Delight Dreams in its written notice to the IBA .

4: - If the IBA commits repeated breaches of any of the terms of the Code of Conduct or agreed agreement or undertaking

5: - Any kind of communication, which reflects Delight Dreams as a Company or as a Program in a negative light

6 : - Any kind of behavior, which is socially not acceptable and which could offend the values and objectives of the Delight Dreams

7: - Promoting/ recommending any other products and / or services other than Delight Dreams by using the platform or infrastructure or network of Delight Dreams.

8: - Misguiding other IBAs on the integrity and activities of Delight Dreams.

9: - If the IBA (or, if the business comprise two or more individuals, any of those persons) is convicted of an offence punishab le by imprisonment for a considerable period .

10: - If the IBA (or, if the business comprises two or more individuals, any of those persons) is suspended or debarred from practicing his usual trade or profession by any association, institute or professional society.

11 : - If the IBA becomes the subject of banrupcy or winding - up proceedings

1 2 : - In case IBA's fail to pay due amount o f products obtained on credit under a dealership agreement or any due amount

1 3 : - In the event that the IBA is incapable of managing his affairs on account of mental condition.

XXVIII: - Termination Effect

1: - Termination of the IBAs authorization to operate as a Delight Dreams IBA means termination of all rights derived from the said authorization an d in conjunction therewith, the right to receive any further income from or generated by such business accruing after the date of termination.

2: - Termination shall be effective from the date specified by Delight Dreams in its written notice to the IBA addressed to an available address as per the records .

3: - Upon termination of his/her aut horization as a Delight Dreams IBA for any cause whatsoever, he/she shall forthwith :

a: Cease to use all trademarks, trade names, insignia or other intellectual property used in or related to Delight Dreams business.

b: Cease t o identify himself/herself as aDelight Dreams IBA and he/she will have no claim againstDelight Dreams arising out of or in respect of the termination.

4: - On termination, Delight Dreams will buy back any unsold but saleable products, including promotional material and credit the IBA ’s actual purchase price after deducting the handling charges up to 15% and deducting any other benefits received by the IBA, based on the purchase of the goods returned

XXIX : - Product Exchange and Refund Policy

1: - In case IBA or customer find the purchased products defective or not entirely to their satisfaction, IBA/ customer can exchange the products within 180 days from the date of purchase of the products or the IBA/ customer can claim refund of the product cost within 45 days from the date of purchase by returning the products purchased in saleable condition along with origina l invoice subject to deduction of handling charges. IBA’s shall provide the same information/ option of Product Exchange and Refund Policy to their customers.

2: - Senior IBA shall indemnify the Company in such cases of failure to observe the refund policy.

3: - In case of any complaint about products or services by any of the customers /IBAs , the concerned senior IBA s shall inform the Company about the complaint in deta

4: - If the customer/IBA request s either for product exchange or for refund the Senior IBA shall offer the customer/IBA for refund of money subject to deduction of handling charges or can offer for exchange with alternative available products. In case if it is in specified time, subject to terms and conditions.

XX X: - JURISDICTION:

If the IBA intends to question the decision of the Company , he / she may raise any dispute on such decision under Arbitration and Conciliation Act, 1996. All disputes are subject to the jurisdiction of the competent Courts in Nagpur (Maharastra) irrespective of having con current or similar jurisdiction by any other courts in India o r abroad

IBA MUST KNOW THESE 7 THING

1: - Becoming an IBA of Delight Dreams is free of cost and you are paying to buy Company products and it is not an INVESTMENT Company .

2: - You must pay through DEMAND DRAFT only and mention your name and IBA ID on the back side of the DD and keep a copy of the same.

3: - DDSC Educational Programs will be available only at FIXED PREDEFINED Centres only.

4: - You must not promote DDSC educational programs to the students, if the DDSC center is not available in their residence location or is not within 10 kms from their residence location.

5: - You must not offer a job guarantee after completion of any DDSC Educational Program and must educate the students that the employment after the programs entirely depends on the individual efforts.

6: - Doing the business is only optional and not mandatory. Do not believe on any guarantee or projections of gross or net earnings, as every IBA 's earning depends solely on his/her individual efforts on selling the products or services, which varies from person to person.

7: - Delight Dreams IBA - ship is NOT A JOB/GET RICH QUICK SCHEME and does not guarantee any fixed monthly salary/income.