Returns and Exchanges
Nutruo takes care in ensuring that our stocks are of top quality and in good condition.
Customers may return/exchange the items within 7 days in the following cases:
- Received a defective or expired product.
- Received a different product from what you ordered.
Terms for returns and exchanges:
- Product must be unopened in original box.
- Exchange of defective/incorrect product will be delivered at our cost.
- Return/exchange not accepted other than the cases stated above.
Items to be returned to :
Nutruo Sdn Bhd
B-7-1, Plaza Ativo, Bandar Sri Damansara, 52200 Kuala Lumpur.
Products will be shipped within 7 business days once order completed.
Goods is expected to arrive within 3-7 days after delivery (subject to courier service provider)
Pos Laju and J&T Express (delivery cost ranging from RM8.00 – RM20.00)
Effective date: 2022-05-10
Welcome to Nutruo Sdn Bhd.
Nutruo Sdn Bhd (“us”, “we”, or “our”) operates www.nutruo.com (hereinafter referred to as “Service”).
SERVICE means the www.nutruo.com website operated by Nutruo Sdn Bhd.
PERSONAL DATA means data about a living individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).
USAGE DATA is data collected automatically either generated by the use of Service or from Service infrastructure itself (for example, the duration of a page visit).
COOKIES are small files stored on your device (computer or mobile device).
DATA PROCESSORS (OR SERVICE PROVIDERS) means any natural or legal person who processes the data on behalf of the Data Controller. We may use the services of various Service Providers in order to process your data more effectively.
DATA SUBJECT is any living individual who is the subject of Personal Data.
THE USER is the individual using our Service. The User corresponds to the Data Subject, who is the subject of Personal Data.
3. Information Collection and Use
We collect several different types of information for various purposes to provide and improve our Service to you.
4. Types of Data Collected
While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you (“Personal Data”). Personally identifiable information may include, but is not limited to:
0.1. Email address
0.2. First name and last name
0.3. Phone number
0.4. Address, Country, State, Province, ZIP/Postal code, City
0.5. Cookies and Usage Data
We may use your Personal Data to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link.
We may also collect information that your browser sends whenever you visit our Service or when you access Service by or through any device (“Usage Data”).
This Usage Data may include information such as your computer’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
When you access Service with a device, this Usage Data may include information such as the type of device you use, your device unique ID, the IP address of your device, your device operating system, the type of Internet browser you use, unique device identifiers and other diagnostic data.
Tracking Cookies Data
Cookies are files with a small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. Other tracking technologies are also used such as beacons, tags and scripts to collect and track information and to improve and analyze our Service.
You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Service.
Examples of Cookies we use:
0.1. Session Cookies: We use Session Cookies to operate our Service.
0.2. Preference Cookies: We use Preference Cookies to remember your preferences and various settings.
0.3. Security Cookies: We use Security Cookies for security purposes.
0.4. Advertising Cookies: Advertising Cookies are used to serve you with advertisements that may be relevant to you and your interests.
While using our Service, we may also collect the following information: sex, age, date of birth, place of birth, passport details, citizenship, registration at place of residence and actual address, telephone number (work, mobile), details of documents on education, qualification, professional training, employment agreements, NDA agreements, information on bonuses and compensation, information on marital status, family members, social security (or other taxpayer identification) number, office location and other data.
5. Use of Data
Nutruo Sdn Bhd uses the collected data for various purposes:
0.1. to provide and maintain our Service;
0.2. to notify you about changes to our Service;
0.3. to allow you to participate in interactive features of our Service when you choose to do so;
0.4. to provide customer support;
0.5. to gather analysis or valuable information so that we can improve our Service;
0.6. to monitor the usage of our Service;
0.7. to detect, prevent and address technical issues;
0.8. to fulfil any other purpose for which you provide it;
0.9. to carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection;
0.10. to provide you with notices about your account and/or subscription, including expiration and renewal notices, email-instructions, etc.;
0.11. to provide you with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information;
0.12. in any other way we may describe when you provide the information;
0.13. for any other purpose with your consent.
6. Retention of Data
We will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period, except when this data is used to strengthen the security or to improve the functionality of our Service, or we are legally obligated to retain this data for longer time periods.
7. Transfer of Data
Your information, including Personal Data, may be transferred to – and maintained on – computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ from those of your jurisdiction.
If you are located outside Malaysia and choose to provide information to us, please note that we transfer the data, including Personal Data, to Malaysia and process it there.
8. Disclosure of Data
We may disclose personal information that we collect, or you provide:
0.1. Business Transaction.
If we or our subsidiaries are involved in a merger, acquisition or asset sale, your Personal Data may be transferred.
0.2. Other cases. We may disclose your information also:
0.2.1. to our subsidiaries and affiliates;
0.2.2. to contractors, service providers, and other third parties we use to support our business;
0.2.3. to fulfill the purpose for which you provide it;
0.2.4. for the purpose of including your company’s logo on our website;
0.2.5. for any other purpose disclosed by us when you provide the information;
0.2.6. with your consent in any other cases;
0.2.7. if we believe disclosure is necessary or appropriate to protect the rights, property, or safety of the Company, our customers, or others.
9. Security of Data
The security of your data is important to us but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.
10. Your Data Protection Rights Under Malaysia’s PDPA
We aim to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data.
If you wish to be informed what Personal Data we hold about you and if you want it to be removed from our systems, please email us at email@example.com.
In certain circumstances, you have the following data protection rights:
0.1. the right to access, update or to delete the information we have on you;
0.2. the right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete;
0.3. the right to object. You have the right to object to our processing of your Personal Data;
0.4. the right of restriction. You have the right to request that we restrict the processing of your personal information;
0.5. the right to data portability. You have the right to be provided with a copy of your Personal Data in a structured, machine-readable and commonly used format;
0.6. the right to withdraw consent. You also have the right to withdraw your consent at any time where we rely on your consent to process your personal information;
Please note that we may ask you to verify your identity before responding to such requests. Please note, we may not able to provide Service without some necessary data.
11. Your Data Protection Rights under Malaysia’s PDPA
According to PDPA we agree to the following:
0.1. users can visit our site anonymously;
0.4. users are able to change their personal information by emailing us at firstname.lastname@example.org.
Our Policy on “Do Not Track” Signals:
We honor Do Not Track signals and do not track, plant cookies, or use advertising when a Do Not Track browser mechanism is in place. Do Not Track is a preference you can set in your web browser to inform websites that you do not want to be tracked.
You can enable or disable Do Not Track by visiting the Preferences or Settings page of your web browser.
12. Your Data Protection Rights under Malaysia’s PDPA
If you are a Malaysian resident, you are entitled to learn what data we collect about you, ask to delete your data and not to sell (share) it. To exercise your data protection rights, you can make certain requests and ask us:
0.1. What personal information we have about you. If you make this request, we will return to you:
0.0.1. The categories of personal information we have collected about you.
0.0.2. The categories of sources from which we collect your personal information.
0.0.3. The business or commercial purpose for collecting or selling your personal information.
0.0.4. The categories of third parties with whom we share personal information.
0.0.5. The specific pieces of personal information we have collected about you.
0.0.6. A list of categories of personal information that we have sold, along with the category of any other company we sold it to. If we have not sold your personal information, we will inform you of that fact.
0.0.7. A list of categories of personal information that we have disclosed for a business purpose, along with the category of any other company we shared it with.
Please note, you are entitled to ask us to provide you with this information up to two times in a rolling twelve-month period. When you make this request, the information provided may be limited to the personal information we collected about you in the previous 12 months.
0.2. To delete your personal information. If you make this request, we will delete the personal information we hold about you as of the date of your request from our records and direct any service providers to do the same. In some cases, deletion may be accomplished through de-identification of the information. If you choose to delete your personal information, you may not be able to use certain functions that require your personal information to operate.
0.3. To stop selling your personal information. We don’t sell or rent your personal information to any third parties for any purpose. We do not sell your personal information for monetary consideration. However, under some circumstances, a transfer of personal information to a third party, or within our family of companies, without monetary consideration may be considered a “sale” under. You are the only owner of your Personal Data and can request disclosure or deletion at any time.
If you submit a request to stop selling your personal information, we will stop making such transfers.
Please note, if you ask us to delete or stop selling your data, it may impact your experience with us, and you may not be able to participate in certain programs or membership services which require the usage of your personal information to function. But in no circumstances, we will discriminate against you for exercising your rights.
To exercise your California data protection rights described above, please send your request(s) by email: email@example.com.
13. Service Providers
We may employ third party companies and individuals to facilitate our Service (“Service Providers”), provide Service on our behalf, perform Service-related services or assist us in analysing how our Service is used.
These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.
We may use third-party Service Providers to monitor and analyze the use of our Service.
15. CI/CD tools
We may use third-party Service Providers to automate the development process of our Service.
16. Behavioral Remarketing
We may provide paid products and/or services within Service. In that case, we use third-party services for payment processing (e.g. payment processors).
18. Links to Other Sites
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.
19. Children’s Privacy
Our Services are not intended for use by children under the age of 18 (“Child” or “Children”).
We do not knowingly collect personally identifiable information from Children under 18. If you become aware that a Child has provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from Children without verification of parental consent, we take steps to remove that information from our servers.
21. Contact Us
Distributor Rules, Policies & Procedures
1.1 The General Terms and Conditions (“Rules”) form an important part of the contract
between Nutruo Sdn Bhd (“the Company”) and the Distributor (“Distributor”).
1.2 The Company and the Distributor are individually referred to herein as a “Party” and
collectively as the “Parties”.
1.3 As part of the Distributorship Agreement, the Distributor has an obligation to comply
with the Rules.
1.4 References to clauses are to clauses of this Rules. References to Schedules are to the
Schedules, which are attached to and form an integral part of these Rules.
“Company’s Trade Marks” means the name “Nutruo” and any design symbol, trade mark,
trading name, house mark, mark of ownership, unregistered mark, service name, package
shapes, colour schemes, styles of labelling, emblems, registered and unregistered designs,
retail and other formats, slogans, signage, communications materials, and other
manifestations as specified from time to time by the Company, belonging to or characteristic
of the Company, their goods, services and activities.
“Distributorship Agreement” means the Distributor Application Form along with the
incorporated documents that form the terms of the contractual agreement between the
Distributor and the Company.
“Independent Business” means the Company’s independent business operated by a
Distributor(s) pursuant to the Distributorship Agreement.
“Distributors” means individuals who are eligible pursuant to clause 3.
“Intellectual Property Rights” means the Company’s Trade Marks and all patents, copyrights
and database rights, rights in know-how, moral rights or other similar rights in any country in or
connected with the products or any of them or any literature, manuals, materials or
information supplied in connection with the Distributorship Agreement, in each case whether
or not registered, and any applications for registration of any of the foregoing, and all rights
to apply to register any of the foregoing.
“Laws” means all applicable national, municipal or state statutes, ordinances or other laws,
regulations, by-laws or any rules, codes or directions or any licence, consent, permit,
authorisation or other approval required by any public body or authority, local or national
agency, department, inspector, ministry, official or public or statutory person (whether
autonomous or not).
“Personal Data” means any information relating to an identified or identifiable individual.
“Related Party” means in relation to a Party: (a) any of its Affiliates; (b) any person employed
by that Party or its Affiliates; (c) any director or other officer of that Party or its Affiliates; and
(d) any person acting for or on behalf of that Party or its Affiliates, performing work and/or
services in connection with the Distributorship Agreement.
“Territory” means Malaysia.
3. ELIGIBILITY TO BECOME A DISTRIBUTOR
3.1 To become a Distributor, an applicant must be:-
(a) at least 18 years of age;
(b) citizen or permanent residents of the Territory; and
(c) sponsored by an existing Distributor;
3.2 The Distributor application shall be completed in one of the following ways:
(a) the applicant may complete and submit an electronic version of the Distributor
Application Form in accordance with the procedures on the Company’s website;
(b) the applicant may complete, sign and return a paper version of the Distributor
Application Form to the Company.
3.3 If both husband and wife wish to become Distributor, they must apply together as a
single independent business. If one spouse is already a Distributor, the other spouse,
upon electing to become a Distributor, must join his or her spouse’s independent
business. Husbands with more than one legal wife can elect only one wife for the
husband and wife partnership, subject to the appropriate local legislation.
Subsequent wives who wish to be a Distributor must be sponsored under this
3.4 An application shall be considered accepted by the Company when it receives a
completed Distributor Form, its contents are verified by the Company, and the
application does not violate any provision of this Rules.
3.5 The Company reserves the right to accept or reject any Distributor application.
4. TERM AND RENEWAL
4.1 The term of the Distributorship Agreement shall be valid for one (1) year from the last
date of purchase made from the Company.
4.2 The membership shall be renewed on a yearly basis subject to membership fees
payable to the Company.
4.3 The Company reserves the right to reject any renewal request, or revoke any
Distributor’s renewal agreement, if the Distributor is not in compliance with any
provisions of the Distributorship Agreement.
5. DIVORCE, SEPARATION, OR OTHER DISSOLUTION OF A NON-SPOUSAL PARTNERSHIP OR
5.1 The Distributor who become involved in an action for divorce, separation of marital
property, or the dissolution of a non-spousal partnership or legal entity formed, must
continue to conduct themselves in compliance with the Rules.
5.2 Upon a divorce, dissolution or separation, the spouses must do one of the following:-
(a) Either spouse may agree in writing to:-
(i) terminate the Distributorship Agreement as it applies to that spouse;
(ii) relinquish that spouse’s interest in the Distributorship Agreement; and
(iii) authorise the Company to pay all commissions and bonuses to, and
otherwise deal directly and solely with, the non-relinquishing Spouse;
(b) Notwithstanding the divorce or separation, the spouses may agree to continue
to jointly operate under the Distributorship Agreement on a “business-as-usual”
basis, in which case the Company shall continue to pay all commissions and
bonuses and otherwise deal with each of the Spouses in the same manner as it
did before the divorce or separation.
Under no circumstances will any of the Downline of any divorcing or separating
Distributor spouses be divided. Similarly, under no circumstances will the Company
split bonus or commission payments between any divorcing or separating spouses.
6. DEATH AND INHERITANCE
6.1 Upon the demise of a Distributor, the deceased’s independent business may be
transferred to the deceased Distributor’s beneficiary subject to the relevant laws of
6.2 For independent business owned jointly, such as a husband and wife, upon the death
one spouse, all the rights, titles, interests and benefits under their joint independent
business shall be vested in the surviving spouse, unless otherwise stipulated in a Will.
6.3 In cases where a Distributor disposes of an Independent Business in a Will, the
Company will recognize the terms of the transfer, provided the beneficiary is a
Distributor who is in compliance with the Rules.
7.1 A Distributor may choose to resign as a Distributor with written notice to the Company.
7.2 In a husband and wife Independent Business, if a spouse resigns from its Independent
Business for any reason pursuant to the Rules herein, the Company shall be entitled to:
(a) terminate the Independent Business of the remaining spouse without assigning
any reasons; or (b) allow the remaining spouse to continue operating the
Independent Business in which event the remaining spouse and resigning spouse shall
be subject to these Rules and to such other terms and conditions which the
Company may deem fit to impose.
8. PAYMENT OF BONUSES
8.1 Bonuses payable under the Company’s Marketing Plan are computed monthly and
are based on the sales of the Company’s products.
8.2 Bonuses are issued and credited into the Distributor’s authorized Bank Account on or
before the 10th of the following month. Year-End Bonuses will be paid or credited in
January the following year.
8.3 The Company is entitled to adjust all bonuses paid or to be paid in its absolute
8.4 Any withdrawal from the Distributor’s E-Wallet is subjected to an administrative fee as
determined by the Company.
9. OBLIGATIONS OF DISTRIBUTOR
9.1 Duty of good faith and fair dealing: Under the terms of the Distributorship Agreement,
the Company and all Distributors agree to perform their obligations in accordance
with the duty of good faith and fair dealing. A Distributor will be held accountable for
the actions of a partner, family member or third party acting or purporting to act on
behalf of the Distributor or Independent Business, so far as the Rules are concerned. A
Distributor shall not aid and abet another Distributor to violate the Rules. No Distributor
shall conduct any activity that could jeopardize the reputation of the Company or
9.2 Advertisement: Distributors may advertise only with the express approval of the
Company in writing. No Distributors shall make false or fraudulent representations
about the products, the Company, the Company’s compensation plan or income
9.3 Pricing: All the Products shall be sold at the Company’s specified prices. Distributors
shall not advertise for sale or put up for any products that deviates from the
Company pricing. A distributor may not advertise, offer or provide a customer with a
rebate or other consideration to facilitate a lower customer price for any products of
9.4 Re-packaging: Products offered through or by the Company are to be sold only in
their original packages and in their original formulations. Distributors shall not
repackage products or otherwise change or alter any of the packaging, labels or
materials of products offered through or by the Company.
9.5 Complaints: Distributors shall advise Company of any customer complaint and
provide copies of all correspondence and details of all conversations regarding the
complaint. Distributors are not authorized to make any type of offer or compromise or
render Company liable for any complaint or product return.
9.6 Information Update: All Distributors are responsible for communicating any updates or
changes to their personal information (e.g., name, address, email address and
telephone numbers, etc.) or business information (e.g., business name, address, email
address, telephone numbers, addition/deletion of partner, change of business status,
etc.) to the Company.
9.7 DSA Regulations: All Distributors shall strictly adhere to the local Direct Selling
Association’s code of conducts from time to time. All Distributors are deemed to have
read, understood, and agreed to adhere to the code of conducts manual from time
to time upon registration to be Distributor.
10. PROHIBITED PRACTICES
10.1 Retail Establishment: No Distributor shall permit products, services or literature offered
through or by the Company to be sold or displayed in any retail establishments,
including, but not limited to, places like schools, fairs and events, kiosks, vending
machines, salons, professional offices and any online or e-commerce platform.
10.2 Exporting and Importing: Distributor shall not export or import products or services
offered through or by the Company, or sell to others they have reason to believe will
import or export such products or services, to or from any other country, regardless of
whether or not the Company or its affiliates have established operations or are doing
business in that country.
10.3 Enticement to Change Position in the Line of Sponsorship: Under no circumstances
shall a Distributor, directly or indirectly, solicit, assist, and attempt to induce, or
encourage, another Distributor to request a change in position in the Line of
10.4 Fund-raising: No Distributor shall use the Company’s products or services in
conjunction with any type of fund-raising activity. Fund-raising includes the solicitation
for the donation of funds or for the purchase of the Company’s products or services
based on the representation that all, or some, of the gains, proceeds, donations,
bonuses, or profits generated by such sale will benefit a particular group, organization,
10.5 No Authority: No Distributor shall negotiate, enter into contracts and/or agreements
for and on behalf of the Company.
11. OBLIGATIONS OF SPONSORS
11.1 The sponsor must be a Distributor in full compliance with the Rules.
11.2 The sponsor must ensure that all Distributors whom he or she sponsors have access to
and the opportunity to read the Distributorship Agreement.
12. PROHIBITED SPONSORING PRACTICES
12.1 A Distributor must not say or imply that there is no requirement for the retail sale or
marketing of products by Distributors.
12.2 Individual or Group transfer: Distributors are prohibited from changing and/or
transferring sponsors whether it be an individual transfer or group transfer. An
individual transfer involves the transfer of a Distributor without any downline
Distributors. A group transfer involves the transfer of a Distributor with one or more
12.3 Cross-sponsoring: No Distributor shall engage in cross-sponsoring practices. Crosssponsoring occurs when: (a) Registering an existing Distributor from another group not
within his/her direct line of sponsorship (b) Registering a duplicate Distributor when
his/her independent business is valid (c) Registering a spouse when the other spouse is
already a Distributor; or (d) Allowing any other individuals to conduct the
independent business aside from the Distributor himself/herself.
13. NON-COMPETITION AND NON-SOLICITATION
13.1 A Distributor shall not, during the term of his/her Distributorship Agreement with the
Company, engage in any business activity which is competitive directly or indirectly
with the Company nor be involved in any way with any company which competes
with the Company.
14. INTELLECTUAL PROPERTY
14.1 The Distributor acknowledges that the Company’s Trade Marks and Copyrighted
Works are the property of the Company and the Distributor will not claim any rights in
the Company’s Trade Marks and Copyrighted Works. The Distributor further
acknowledges that all goodwill arising out of the Distributor’s use and display of the
Company’s Trade Marks shall accrue to the Company.
14.2 The Distributor acknowledges that the Company may at any time, introduce
additional or substituted the Company’s Trade Marks or may withdraw any of them
from use, and the Distributor shall implement such changes.
14.3 Notwithstanding that these Rules do not grant the Distributor any rights with regard to
the Company’s Trade Marks except as expressly stated, the Distributor shall: (a) use his
reasonable endeavours to protect the Company’s Trade Marks, colour schemes and
any other items of décor which have been affixed or applied to each product by the
Company and to maintain them in good condition; (b) comply with the Company’s
requirements as to the manner and context of the reproduction, use and display of
the Company’s Trade Marks and the wording to accompany them, and will not use
them in any way that may impair their distinctiveness, reputation, or validity; (c) not to
alter, remove any Company’s Trade Marks and will notify the Company immediately
on becoming aware that any of the Company’s Trade Marks has been damaged,
defaced, removed or stolen; and (d) not in any event use any Company’s Trade
Marks unless duly authorised by the Company.
14.4 The Distributor shall not employ or register or cause to be registered a Company’s
Trade Mark, or any word or mark which in the reasonable opinion of the Company is
confusingly similar to a Company’s Trade Mark, as part of any corporate name,
business name or trading style, or as a trade mark in respect of any goods or services,
or as a domain name.
14.5 The Distributor shall not conduct the whole or any part of its business under a
corporate or business name or house mark, which in the opinion of the Company
might impair the validity, reputation or distinctiveness of any of the Company’s Trade
14.6 Except with the prior written consent of the Company, no other marks or symbols of a
trade mark character (other than the trade name or corporate name of the
Distributor) shall appear on or in relation to the Independent Business.
15. CHANGES IN LAW
15.1 If at any time during the Distributorship Agreement period, there has been any
decisions made by the Government or its related authorities which changes the
operation of this Rule in any manner whatsoever (notwithstanding any provisions to
the contrary in this Rule), the Company shall have the right to adjust, review, amend
in any manner whatsoever, where such adjustment and amendments relate to the
decisions made by the Government or its related authorities, any provisions in this
15.2 References to a specific statute include any statutory extension or modification
amendment or re-enactment of such statute and any regulations or orders made
under such statute.
16.1 The Distributor, in the performance of the Distributorship Agreement and the business
resulting therefrom, shall comply, and ensure compliance by its Related Parties, with
16.2 The Distributor represents and warrants to the Company that its payments to the
Company shall not constitute the proceeds of crime in contravention of anti-money
16.3 The Distributor shall indemnify, defend, and hold harmless the Company and its
related parties from and against any and all losses, damages, claims, expenses, fines
and penalties arising out of the Distributor’s representations in this clause being untrue
or arising out of the Distributor’s breach of any of its warranties or undertakings in this
17. BREACH OF DISTRIBUTORSHIP AGREEMENT
17.1 In the event of a breach of the Rules or the Distributorship Agreement by a Distributor,
the Company may take one or more of the following actions:- (a) Terminate the
Distributorship Agreement pursuant to clause 20 below; (b) Require the Distributor to
attend training; (c) Remove the Distributor as a Sponsor of any downline Distributor
(hereinafter referred to as “de-sponsoring”) and/or restrict the Distributor’s authority to
sponsor others; (d) Suspend some or all of the Distributor’s privileges under the
Independent Business; (e) Suspend invitations to company-sponsored seminars, trips
and events; (f) Require written acknowledgement of the breach(es) and an
undertaking not to breach the Distributorship Agreement in the future; (g) Hold or
forfeit payment of bonuses; and (h) Hold or forfeit any product redemption vouchers
due to the Distributor.
18. TERMINATION & SUSPENSION
18.1 A Distributor may terminate his or her Distributorship Agreement at any time with
written notice of termination to the Company. The Company may terminate the
Distributorship Agreement at any time by providing the Distributor with written notice
18.2 Upon termination for any cause whatsoever, the Distributor shall: (a) promptly return
any and all line of sponsorship information to the Company upon resignation, nonrenewal, and/or termination of his or her Independent Business and shall immediately
discontinue any further use thereof; and (b) cease to identify himself/herself as a
Distributor of the Company.
18.3 References to “termination” of the Distributorship Agreement include its expiry, where
the context permits.
18.4 The Company reserves the right to suspend any Distributor who violates the terms of
the Distributorship Agreement including these Policies and Procedures or for any
acts or omissions which the Company deems to be harmful or adverse to the best
interest of other Distributor or the Company. Depending on the severity of the
conduct giving rise to the suspension, the suspended Distributor may be required to
forfeit the right to any commissions or bonuses that would otherwise have been
generated by the Distributor during the suspension period. Any commissions,
bonuses and any other incentives whether in cash or in kind earned and accruing
may be suspended or forfeited during the time of investigation. The Company will
determine the period of suspension and the severity of the sanctions based on the
nature of the applicable violation.
18.5 Upon any expiration or termination of the Distributorship Agreement, the Distributor
shall have no right, title, claim, or interest in the Distributor’s Downline or the
opportunity to receive any commissions or bonuses from sales generated by the
Distributor or their Downline following the termination. A Distributor whose
Distributorship Agreement is terminated will lose all rights to participate in or benefit
from the compensation plan. This includes the right to sell products, act as a
Sponsor, use any Company’s marketing materials for any purpose, and the right to
receive future commissions and bonuses or other income resulting from sales and
other activities of the Distributor’s former Downline. In the event of termination, all
licenses granted to the Distributor pursuant to the Distributorship Agreement shall
automatically terminate, and the terminated Distributor agrees to waive all rights, if
any, she or he may have, including any property rights, if any, to her or his former
Downline and any bonuses, commissions, or other amounts derived from the future
sales and other activities of such Downline.
18.6 A Distributor whose Distributorship Agreement is terminated shall receive bonuses for
the last full bonus periods in which they were active prior to termination (less any
amounts withheld during any suspension preceding an involuntary termination, any
outstanding balance that may exist on the Distributor’ accounts or any other
amounts that may be owed to the Company).
18.7 The Company will not be liable to any Distributor for damages of any kind solely as a
result of terminating a Distributorship Agreement in accordance with the Distributor
Agreement including these Policies and Procedures, and termination of the
Distributor Agreement will be without prejudice to any other right or remedy the
Company may have under the Distributorship Agreement or applicable law.
19.1 Nothing in the Distributorship Agreement shall be deemed to constitute a partnership,
agency, franchise or an employer/ employee relationship between the Distributor
and the Company.
19.2 For the avoidance of doubt, it is hereby expressly agreed that the Distributor’s staff
are not the Company’s staff. Accordingly, the Distributor shall be solely responsible for
compliance with taxation, social security contributions, labour rules and regulations
pertaining to its staff.
19.3 The Distributor is responsible for the acts and omissions of his employees, agents and
20. AUDIT RIGHTS AND RECORD KEEPING
20.1 The Distributor shall maintain adequate internal controls and procedures to assure
compliance with Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of
Unlawful Activities Act 2001 and the Direct Sales and Anti-Pyramid Scheme Act 1993
including but not limited to procedures to ensure that all transactions are accurately
recorded and reported in its books and records to reflect truly the activities to which
they pertain such as the purpose of each transaction and to whom it was made or
from whom it was received.
20.2 For the purposes of documenting compliance with Laws, the Distributor shall maintain,
either physically, by electronic media or on microfilm, all records and information
related to the Distributorship Agreement for a period of five (5) years after the
Distributorship Agreement’s end date. Such records and information shall include at a
minimum all invoices for payment submitted by the Distributor to the Company along
with complete supporting documentation and all records and information related to
the execution or performance of Distributorship Agreement.
20.3 The Company shall have the right to audit all information, rates and costs and
expenses related to the Distributorship Agreement at any time during and within five
(5) years after termination of the Distributorship Agreement. The Company or any
person authorised by the Company may have access at all reasonable times to any
place where the records are being maintained and the Distributor shall afford every
reasonable facility for this right of access. The Company shall have the right to
reproduce and retain copies of any of the aforesaid records or information. The
Distributor shall implement all agreed recommendations arising from the audits within
a time scale, mutually agreed with the Company.
21. GOVERNING LAW AND RESOLUTION OF DISPUTES
21.1 The Distributorship Agreement shall be interpreted and have effect in all respects in
accordance with Laws of the Territory where the Distributor is registered and subject
to relevant Schedules incorporated under this Rules.
21.2 Any proceedings in connection with the Distributorship Agreement shall be brought in
the exclusive jurisdiction of the courts of the Territory where the Distributor is registered
to whose jurisdiction both parties hereby submit.
21.3 The Distributor waive any right to assert any dispute as a class, collective or
representative action, or to participate in any dispute asserted as such.
22. ALTERATIONS/ MODIFICATION
22.1 The Company may, from time to time propose alterations or modifications to the
Rules or any part thereof. In such event, the Company shall give the Distributors
notice in writing through publications and/or announcement via the Company’s
website in relation to such alterations or modifications, and the Distributors shall
comply with such alterations/ modifications.
23. GENERAL PROVISIONS
23.1 Confidentiality: Subject to any requirements under the applicable law, the Distributor
shall not, during the term of the Distributorship Agreement or after its expiry or
termination, disclose or use other than for the purposes of carrying out its obligations
under the Distributorship Agreement, any Company’s confidential and proprietary
information, including but not limited to specific arrangement of sponsorship within
the Company, Distributor lists, the Distributors or the Company’s business information,
manufacturing and product development, business plans, Distributor’s sales, earnings
and other financial information.
23.2 Notice: Any notice or other communication to be given by one Party to the other
under, or in connection with the Distributorship Agreement shall be in writing and
signed by or on behalf of the Party giving it. It shall be served by hand or delivering it
by registered mail. Any notice so served by hand or registered mail shall be deemed
to have been duly given: (a) in the case of delivery by hand, when delivered; (b) in
the case of registered post, seven working days after the documents is delivered.
23.3 Non-Waiver: No waiver by either party of any default by the other in carrying out its
obligations under the Distributorship Agreement shall operate or be construed as a
waiver of any other or further default, whether of a like or different nature.
23.4 Severability: Any provision of the Distributorship Agreement which is held to be void,
illegal or unenforceable shall to the extent of such invalidity be deemed severable
and the offending provisions excluded and the remaining provisions of the
Distributorship Agreement will be unaffected by such severance.
1. Order Form: A Distributor who takes and/or delivers an order in person shall deliver to
the customer at the time of sale a written and dated order or receipt which shall: (a)
describe the product(s) sold; (b) state the price charged; and (c) give the name,
address, and telephone number of the selling Distributor.
2. Sales Receipt: A Distributor who takes and/or delivers an order in person shall deliver
to the customer at the time of sale a written and dated order or receipt which shall:
(a) describe the product(s) sold; (b) state the price charged; and (c) give the name,
address, and telephone number of the selling Distributor.
3. DSAM: All Distributors shall adhere strictly to the local Direct Selling Association
of Malaysia’s (“DSAM”) code of conducts from time to time. All Distributors are
deemed to have read, understand, and agree to adhere to the code of conducts
manual from time to time upon registration to be Distributor.
4. Compliance: The Distributor, represents and warrants that, in connection with the
Distributorship Agreement or the business resulting therefrom, it is knowledgeable
about Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful
Activities Act 2001 and the Direct Sales and Anti-Pyramid Scheme Act 1993
applicable to the performance of the Distributorship Agreement and will comply with
all such laws.
5. Retail Guarantee: In the event of any manufacturing or packaging defect affect the
quality of the product, customers or Distributor can return/exchange the product at
the Company within thirty (30) days from the date of purchase. Customer or
Distributor must produce the following at the time of returning the products: a)
Product Return Form; b) Reason for return; c) Copy of Customer Order
Receipt/Official Sales Invoice; and d) Products to be returned.
Read this Policies and Procedures carefully before executing the Distributor Agreement to
act as a distributor of Nutruo Sdn Bhd. Seek for independent legal and/or other advice
should you need any clarification on any clauses stated here