Policies & Procedures

SECTION ONE: REFERRER STATUS

1.01 BECOMING A REFERRER

An applicant becomes a REFERRER of abKey Pte Ltd. in its BuyTell network, when the applicant has completed and submitted his/her Application and Agreement, online or by mail to its Home Office. Company reserves the right to decline any Agreement for any reason, at its sole discretion.

REFERRER uses his/her best effort to sharing by word of mouth, to his/her social network, the Company's products and services pursuant to the Agreement contained within these Policies and Procedures and Terms and Conditions. In doing so, REFERRER will maintain the high standards of honesty, and integrity and business ethics when dealing with Consumers, Company or other Company REFERRERS.

1.02 INITIAL FEE, PURCHASE REQUIRED

An initial signup fee of USD50 and purchase of one product at a special discount are required to become a REFERRER. To remain active - i.e. eligible for rewards/commissions - REFERRER needs to pay a USD3.00 monthly fee, to maintain the website and back office that the Company provides.  

1.03 REFERRER OBLIGATIONS & RIGHTS

REFERRERs are provided access to a personal BuyTell website/backoffice with which to share Company's product/s with his/her social network, and sponsor their REFERREEs to become REFERRERs in the network, and thus participate in the REFERRER Reward Plan.

1.04 LEGAL AGE

REFERRERs must be of legal age in the state / province / country of their residence.

1.05 DIVORCE

When a couple sharing REFERRER entity divorces or separates, Company will continue to pay reward/commission checks in the same manner as before the divorce or separation until it receives written notice signed by both parties or a court decree which specifies how future reward/commission checks should be paid, provided and if applicable, the couple has complied with the requirements of Section 5.03.

1.06 CORPORATIONS, PARTNERSHIPS & TRUSTS

Corporations, partnerships, limited liability companies or other forms of business organizations or trusts may become REFERRERs of Company when the Agreement is accompanied by a federal ID number (for USA, and the equivalent for other countries).

Shareholders, directors, officers, partners, members, beneficiaries and trustees, as applicable of REFERRER entity must agree to hold such title, and Company will hold each personally liable and bound by the Agreement and these Policies and Procedures and Terms and Conditions.

1.07 FICTITIOUS OR ASSUMED NAMES

A person or entity may not apply as REFERRER using a fictitious or assumed name.

1.08 INDEPENDENT CONTRACTOR STATUS

REFERRERs are Independent Contractors responsible for determining their own activities without direction or control by Company. They are not franchisees, joint venture, partners, employees or agents of Company and are prohibited from stating or implying, whether orally or in writing, otherwise. REFERRERs have no authority to bind Company to any obligation. Company is not responsible for payment or co-payment of any employee benefits. REFERRERs are responsible for liability, health disability and worker's compensation insurance. REFERRERs set their own hours and determine how to build their Referral network, subject to Company Agreement, the Policies and Procedures and Terms and Conditions.

1.09 TAXATION

As Independent Contractors, REFERRERs will not be treated as franchisees, owners, employees or agents of Company for federal or state tax purposes including, with respect to the Internal Revenue Code, Social Security Act, federal unemployment act, state unemployment acts or any other federal, state, or local statute, ordinance, rule or regulation. Where applicable, and upon request, at the end of each calendar year, Company will issue to each REFERRER an income tax form (eg IRS Form 1099), as required by law, or other applicable documentation for non-employee compensation as a REFERRER, if so required by the REFERRER's country of residence.

1.10 REFERRER IDENTIFICATION NUMBER

REFERRERs may be required by federal law to obtain a Social Security number or Federal ID number (country practices defer). REFERRERs will be identified by this number, or a company assigned number, for purposes of Company's business. The REFERRER Identification Number must be placed on all orders and correspondence with the Company.

1.11 LEGAL COMPLIANCE

REFERRERs must comply with all federal, state and local statutes, regulations and ordinances concerning the operation of their network and the income they derive from the reward plan. REFERRERs are responsible for their own managerial decisions and expenditures including all estimated income and self-employment taxes.

1.12 NO EXCLUSIVE TERRITORIES

No franchise is granted and there are no exclusive territories for sales or sponsoring purposes. Unless restricted by a country concerned, no geographical limitations exist for sponsoring or selling by the REFERRER; provided, however, that Company reserves the right not to sell product or services or contract with REFERRERs in specified states / provinces / countries, at Company's sole discretion.


SECTION TWO: TERM & RENEWAL

2.01 TERM

Subject to the terms of Section 4.01, the Agreement shall have a term which shall begin on the date of acceptance by Company and end one year from the date thereof (the “Anniversary Date”).

2.02 RENEWAL

REFERRERs must renew annually, on the Anniversary Date and REFERRER has the right to decline to accept any renewal at its sole discretion. Company may require that REFERRERs execute a new Agreement upon renewal. REFERRERs not renewing by the renewal date shall be deemed to have voluntarily terminated their REFERRER relationship with Company, and thereby lose their REFERRER entity, all sponsorship rights, their position in the Reward Plan and all rights to commissions and bonuses. REFERRERs who fail to renew their REFERRER status may not reapply under a new sponsor for three (3) months after non-renewal.


SECTION THREE: SPONSORSHIP

3.01 SPONSORING

REFERRERs may sponsor other REFERRERs into the BuyTell network. REFERRERs must ensure that each potential new REFERRER has reviewed and has had access to the current Policies and Procedures, Terms and Conditions and Reward Plan prior to the individual accepting and signing the Agreement.

3.02 MULTIPLE AGREEMENTS

If an applicant submits multiple REFERRERs Agreements which list different sponsors, only the first completed Agreement received by Company will be accepted.

3.03 TRAINING REQUIREMENT

A Sponsor must maintain an ongoing professional and helpful association with the REFERRERs in the downline of his or her network and must fulfill the obligation of providing information and encouragement related to the Company's products (especially with new launches) and the process of reaching out to the members of their respective social networks.  REFERRERs are not expected to do inventory or delivery of products.

3.04 INCOME CLAIMS

REFERRERs must truthfully and fairly describe the Reward Plan. No past, potential or actual income/reward claims may be made to prospective REFERRERs, nor may REFERRERs use their own incomes as indications of the success assured to others. Reward/Commission checks may not be used as marketing materials. REFERRERs may not guarantee rewards/commissions or estimate expenses to prospects.

3.05 TRANSFER OF SPONSORSHIP

The company does not permit the transfer of sponsors. Network Marketing is a business of creating relationships. Once a REFERRER is sponsored, the company believes in maximum protection of that relationship. The only exception is upon prior written approval of Company to correct ethical violations as determined at the sole discretion of Company.

3.06 CROSS SPONSORING

REFERRER may not sponsor, or attempt to sponsor, any non personally sponsored REFERREEs in any other Network Referral or Marketing Company. In addition, no REFERRER may participate in any action that causes another REFERRER to be sponsored through someone else into another network referral or marketing company.


SECTION FOUR: RESIGNATION/TERMINATION

4.01 VOLUNTARY RESIGNATION

a) REFERRER may voluntarily terminate his or her REFERRER status by failing to renew or by sending thirty (30) days written notice of such resignation or termination to Company. Voluntary resignation is effective upon receipt of such notice by Company.

b) REFERRER who resigns or terminates their REFERRER status may reapply as REFERRER, three (3) months after resignation.

4.02 SUSPENSION

REFERRER may be suspended for violating the terms of his or her Agreement, which includes these Policies and Procedures, the Terms and Conditions and the Reward/Compensation Plan and other documents produced by Company. When a decision is made to suspend REFERRER, Company will inform the REFERRER in writing that the suspension has occurred effective as of the date of the written notification, the reason for the suspension and the steps necessary to remove such suspension (if any). The suspension notice will be sent to the REFERRERs “address on file” pursuant to the notice provisions contained in the Policies and Procedures and Terms and Conditions. Such suspension may or may not lead to termination of the REFERRER as so determined by Company at its sole discretion. If the REFERRER wishes to appeal, Company must receive such appeal in writing within fifteen (15) days from the date of the suspension notice. Company will review and consider the suspension and notify the REFERRER in writing of its decision within thirty (30) days from the date of the suspension notice. The decision of Company will be final and subject to no further review. Company may take certain action during the suspension period, including, but not limited to, the following:

a) Prohibiting the REFERRER from holding himself or herself as REFERRER or using any of Company's proprietary marks, website and/or materials;

b) Withholding rewards/commissions and bonuses that are due the REFERRER during the suspension period;

c) Prohibiting the REFERRER from purchasing services and products from Company; and/or;

d) Prohibiting the REFERRER from sponsoring new REFERRERs, contacting current REFERRERs or attending meetings of REFERRERs.

If Company, at its sole discretion, determines that the violation which caused the suspension is continuing, and has not satisfactorily been resolved or a new violation involving the suspended REFERRER has occurred, the suspended REFERRER may be terminated.

4.03 TERMINATION

REFERRER may be immediately terminated for violating the terms of his or her Agreement, which includes these Policies and Procedures, Terms and Conditions and the Reward/Compensation Plan and other documents produced by Company upon written notice. Company may terminate a violating REFERRER without placing the REFERRER on suspension, at Company's sole discretion. When the decision is made to terminate REFERRER, Company will inform the REFERRER in writing at the address in the REFERRER's file that the termination has occurred.

4.04 APPEAL

If REFERRER wishes to appeal the termination, Company must receive the appeal in writing within fifteen (15) days from the date of notice of termination. If no appeal is received within the fifteen (15) day period, the termination will automatically be deemed final. If REFERRER files a timely notice of appeal, Company will review the appeal and notify the REFERRER of its decision within ten (10) days after receipt of the appeal. The decision of Company will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice.

4.05 EFFECT OF TERMINATION

Immediately upon termination, the terminated REFERRER:

a) Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any product, plan or program of Company.

b) Must cease representing themselves as REFERRER of Company or BuyTell member;

c) Loses all rights to his or her REFERRER position in the Reard/Compensation Plan and to all future commissions and earnings resulting there­from;

d) Must take all action reasonably required by Company relating to protection of Company's confidential information. Company has the right to offset any amounts owed by REFERRER to Company including, without limitation, any indemnity obligation incurred pursuant to Section 11.01 herein, from rewards/commissions or other compensation due to the REFERRER.

4.06 REAPPLICATION

The acceptance of any reapplication of a terminated REFERRER or the application of any family member of a terminated REFERRER shall be at the sole discretion of Company and can be denied.

4.07 STATE LAWS

Where state laws on termination are inconsistent with this policy, the applicable state law shall apply.

SECTION FIVE: TRANSFERABILITY

5.01 ACQUISITION OF NETWORK

Any REFERRER desiring to acquire an interest in another REFERRER's NETWORK must first terminate his or her REFERRER status and wait three (3) months before becoming eligible for such a purchase. All such transactions must be fully disclosed and must be approved by Company in advance.

5.02 TRANSFERS OF REFERRERS

Except as expressly set forth herein, REFERRER may not sell, assign or otherwise transfer his or her REFERRER entity (or rights thereof) to another REFERRER or to an individual which has an interest in REFERRER entity. Notwithstanding the foregoing, REFERRER may transfer his or her REFERRER entity to his or her sponsor, subject to the conditions of Section 5.03. In such an event, the sponsor's entity and the transferring REFERRER's entity shall be merged into one entity.

5.03 CONDITIONS TO TRANSFERABILITY

REFERRERs may not sell, assign, merge or transfer his or her REFERRER entity (or rights thereto) without the prior written approval of Company and compliance with the following conditions:

a) Company possesses the right of first refusal with respect to any sale, assignment, transfer or merger of any REFERRER entity. REFERRER wishing to sell, assign, transfer or merge his or her REFERRER entity must first provide Company with the right and option to make such a purchase or receive such transfer in writing on the same terms and conditions as any outstanding or intended offer. Company will advise the REFERRER within ten (10) business days after receipt of such notice of its decision to accept or reject the offer. If Company fails to respond within the ten (10) day period or declines such offer, the REFERRER may make the same offer or accept any outstanding offer which is on the same terms and conditions as the offer to Company to any person or entity who is not REFERRER, married to, or a dependent of REFERRER or who has any interest in REFERRER;

b) The selling REFERRER must provide Company with a copy of all documents which detail the transfer, including, without limitation, the name of the purchaser, the purchase price and terms of purchase and payment;

c) An office administration transfer fee of USD$100 must accompany the transfer documents;

d) The documents must contain a covenant made by the selling REFERRER for the benefit of the proposed purchaser not to compete with the purchaser or attempt to divert or sponsor any existing REFERRER for a period of one (1) year from the date of the sale or transfer;

e) Upon a sale, transfer or assignment being approved in writing by Company, the buying REFERRER must assume the position and terms of agreement of the selling REFERRER and must execute a current Agreement and all such other documents as required by Company; and

f) Company reserves the right, at its sole discretion, to stipulate additional terms and conditions prior to approval of any proposed sale or transfer. Company reserves the right to disapprove any sale or transfer, where allowed by law.

5.04 CIRCUMVENTION OF POLICIES

If it is determined, at Company's sole discretion, that REFERRER entity was transferred in an effort to circumvent compliance with the Agreement, the Policies and Procedures, Terms and Conditions or the Reward/Compensation Plan, the transfer will be declared null and void. The REFERRER entity will revert back to the transferring REFERRER, who will be treated as if the transfer had never occurred from the reversion day forward. If necessary and at Company's sole discretion, appropriate action, including, without limitation, termination, may be taken against the transferring REFERRER to ensure compliance with the Policies and Procedures and Terms and Conditions.

5.05 SUCCESSION

Notwithstanding any other provision of this Section, upon the death of REFERRER, the REFERRERship will pass to his or her successors in interest as provided by law. However, Company will not recognize such a transfer until the successor in interest has executed a current Agreement and submitted certified copies of the death certificate, will, trust or other instrument required by Company. The successor will thereafter be entitled to all the rights and be subject to all the obligations of a Company REFERRER.

5.06 RE-ENTRY

Any REFERRER who transfers his or her REFERRERship must wait for three (3) months after the effective date of such transfer before becoming eligible to reapply to become a REFERRER.


SECTION SIX: PROPRIETARY INFORMATION

6.01 CONFIDENTIALITY AGREEMENT

During the term of the Agreement, Company may supply to REFERRERs confidential information, including, but not limited to genealogical and Downline reports, customer lists, customer information developed by Company or developed for and on behalf of Company by REFERRERs (including, but not limited to, credit data, customer and REFERRER profiles and product purchase information), REFERRER lists, manufacturer and supplier information, performance reports, reward/commission or sales reports and such other financial and business information which Company may designate as confidential. All such information (whether in written or electronic format) is proprietary and confidential to Company and is transmitted to REFERRERs in strictest confidence on a “need to know” basis for use solely in REFERRER's referral network with Company. REFERRERs must use their best efforts to keep such information confidential and must not disclose any such information to any third party, or use this information for any non-company activity directly or indirectly while a REFERRER and thereafter.

REFERRERs must not use the information to compete with Company or for any purpose other than promoting Company's program and its products and services. Upon expiration, non-renewal or termination of the Agreement, REFERRERs must discontinue the use of such confidential information and promptly return any confidential information in their possession to Company.

6.02 COPYRIGHT RESTRICTIONS

With respect to product purchases from Company, REFERRERs must abide by all manufacturers' use restrictions and copyright protections.

6.03 VENDOR CONFIDENTIALITY

Company's business relationships with its vendors, manufacturers and suppliers are confidential. REFERRERs must not contact, directly or indirectly, or speak to, or communicate with any supplier or manufacturer of Company except at Company sponsored events at which the supplier or manufacturer is present at the request of Company.

SECTION SEVEN: TRADEMARKS, LITERATURE & ADVERTISING

7.01 TRADEMARKS

Company's name trademarks, service marks and copyrighted materials are owned by the Company. The use of such marks and materials must be in strict compliance with these Policies and Procedures.

7.02 ADVERTISING & PROMOTIONAL MATERIALS

Only the promotional and advertising materials produced by Company or approved in advance in writing by Company may be used to advertise or promote a REFERRER's referral network for sharing with them the products and services of Company. Company's literature, website/s and materials may not be duplicated, modified, or reprinted without the prior written permission.

7.03 USE OF COMPANY NAME

REFERRERs may use the name of Company only in the following format: “Independent BuyTell REFERRER for abKey Pte Ltd." 

7.04 STATIONERY AND BUSINESS CARDS

REFERRERs are not permitted to “create” their own stationery, business cards or letterhead graphics, if Company's trade name or trademarks are used. Only the approved Company's graphics version and wording are permitted.

7.05 ELECTRONIC ADVERTISING

REFERRERs may not advertise or promote their REFERRER network or Company's business, products or marketing plan or use Company's name in any electronic media or transmission, including on the Internet via websites or otherwise, without the prior written approval of Company's legal department.

7.06 TELEPHONE LISTING

REFERRERs are not permitted to use Company's trade name in advertising their telephone and telecopy numbers in the white or yellow page sections of the telephone book, or equivalent on print or electronic media . REFERRERs are not permitted to list their telephone numbers under Company's trade name without first obtaining Company's prior written approval. If approval is granted for an “800” listing, it must be stated in the following manner: “Independent BuyTell REFERRER for abKey Pte Ltd”.

7.07 TELEPHONE ANSWERING

REFERRERs may not answer the telephone by saying “abKey or BuyTell,” or in any other manner that would lead the caller to believe that he or she has reached the offices of the Company.

7.08 IMPRINTED CHECKS

REFERRERs are not permitted to use Company trade name or any of its trade­marks or service marks on their business or personal checking accounts.

7.09 MEDIA INTERVIEWS

REFERRERs are prohibited from granting radio, television, newspaper tabloid or magazine interviews or using public appearances, public speaking engagements, or making any type of statement to the public media to publicize the Company, its products or Company businesses, without the express prior written approval of Company. All media inquires should be in writing and referred to Company's corporate office, legal department.

7.10 ENDORSEMENTS

No endorsements by a Company officer or administrator or third party may be asserted, except as expressly communicated in Company literature and communications. Federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, REFERRERs may not represent or imply, directly or indirectly, that Company's programs, products or services have been approved or endorsed by any governmental agency.

7.11 RECORDINGS

REFERRERs may not produce or reproduce for sale or personal use products sold by Company or any Company-produced literature, audio or video material, presentations, events or speeches, including conference calls. Video and/or audio taping of Company meetings and conferences is strictly prohibited.

7.12 REPACKAGING PROHIBITED

REFERRERs may not repackage products or materials of Company.

7.13 INDEPENDENT COMMUNICATIONS

REFERRERs, as Independent Contractors, are encouraged to distribute information and Company communications on to their respective Downlines. However REFERRERs must identify and distinguish between personal communications and the official communications of Company.


SECTION EIGHT: PAYMENT OF REWARDS/COMMISSIONS

8.01 BASIS FOR REWARDS/COMMISSIONS

Rewards/Commissions and other compensation cannot be paid until a completed Agreement has been received and accepted by Company. Rewards/Commissions are paid ONLY on the sale of Company services and products. No rewards/commissions are paid on the purchase of Sales materials or for Sponsoring REFERRERs. In order to receive rewards/commissions on products and services sold, Company must have received and accepted an Agreement prior to the end of the commission period in which the sale is made.

8.02 REWARD/COMMISSION PERIOD

A Reward/Commission period refers to the time period opening on the first (1st) day of the reward/commission period and extending up until order entry closes on the last business day of the period (5:00 p.m.). Company offices are open Monday through Friday 9 a.m.-6 p.m., with the exception of certain holidays as posted by Company.

8.03 REWARD/COMMISSION PAYMENTS

Rewards/Commissions are paid to “qualified” REFERRERs as defined within the Reward/Compensation Plan. REFERRERs must consult the Reward/Compensation Plan for a detailed explanation of the benefits, reward/commission structure and requirements of the Reward/Compensation Plan.

8.04 OFFSET OF REWARDS/COMMISSIONS

Any rewards/commissions or bonuses earned and paid on products returned is the obligation of and must be repaid to Company by REFERRERs earning such rewards/commissions. Company has the right to offset such amounts against future rewards/commissions and other compensation paid or owed to such REFERRERs who received the rewards/commissions.


SECTION NINE: PURCHASE & SALE OF PRODUCTS

9.01 STOCKPILING PROHIBITED

The success of Company depends on retail sales to the ultimate consumer; therefore all forms of stockpiling are prohibited. Company recognizes that REFERRERs may wish to purchase certain products for their own use. However, Company strictly prohibits the purchase of products in unreasonable amounts and prohibits the purchase of products only or primarily to qualify for reward/compensation/bonus.

9.02 RETAIL SALES RULES

Should REFERRERs decide to do retail, in addition to referral, and sell Company's products direct to their customers, they must save a copy of the Retail Sales Slip given to retail customers; receipt shall be fully completed and include the name, address and phone number of each retail customer and, upon request by Company, provide copies of such receipts to Company. If Company determines that retail sales were not actually made, the REFERRER must repay Company all rewards/commissions earned during the calendar period in which the retail sales were to have been made.

9.03 OVER 70% RULE

REFERRERS doing retail, in order to receive rewards/commissions and overrides, REFERRERs must certify on each product order form that they have sold over seventy percent (70%) in dollar value of all products and commissionable services previously purchased by the REFERRER at special discount from the company, to Non-REFERRER/BuyTell consumers. REFERRERs shall maintain retail sales records available to the company for inspection on request.

9.04 ORDERING METHODS

All orders submitted to Company shall have the REFERRER Identification Number placed thereon to assist Company in crediting the appropriate REFERRER.

9.05 PAYMENT OPTIONS

Purchases may be paid by cashier's check, ACH, debit card, money order, or major credit card. The REFERRER and retail customers are responsible for paying all relevant bank charges, and the costs of any returned checks plus an administrative fee charged by Company, which fee may change at any time based on past payment history of the customer. If an underpayment is made, the order will not be processed until the full amount is received by Company. If an overpayment is made, Company will process the order and issue a credit to REFERRER's account, which will automatically refund on the next reward/commission check paid to REFERRER. Orders will not be processed if cancellation of a credit card is made. Orders for products are not effective until accepted by Company. To expedite shipping, REFERRERs may authorize Company to keep a valid credit card on file as security for payment. Overdue amounts will accrue interest at the annual rate of 18% or higher if permitted by law.

9.06 SHIPPING AND HANDLING POLICY

Subject to availability all products will be shipped by UPS or other similar service between three (3) and fourteen (14) business days - depending on the country of the delivery address - of receipt of payment. Payment for products shall be made at time of order. At REFERRER's option, the product may be shipped to a customer's designated “Ship-To address”, or to the REFERRER.

9.07 PRODUCT DELIVERY

Upon clearance of payment, the products and materials ordered will be shipped. If and when a product is out of stock, REFERRER will be informed and given the choice of waiting for the product availability, changing their order to another product, or cancelling their order.

9.08 BACK ORDER POLICY

Company will expeditiously ship all products currently in stock. Any out-of-stock items (unless discontinued) will be placed on back order and distributed upon Company receiving additional inventory. REFERRER will be charged and granted rewards/commissions on back ordered items once they are shipped unless notified of the discontinuance of such product. Back orders may be cancelled upon REFERRER's request and will create a credit on the REFERRER's account.

9.09 DAMAGED GOODS

The shipping company is responsible for any damage that occurs after it takes physical custody of the products. A REFERRER who receives damaged goods should follow this procedure:

a) Accept delivery;

b) Before the driver leaves, document on the delivery receipt the number of products which seem to be damaged and have the delivery person/driver acknowledge the damage in writing;

c) Save the damaged products or boxes for inspection by the shipping agent;

d) Make an appointment with the shipping company to have the damaged goods inspected, and contact the Company Customer Service Department at custserv@buytell.net.

9.10 SHIPPING LOSS

In the event REFERRER or a consumer does not receive a product order from Company in a timely fashion, the individual should contact the Sales Department at abKey Pte Ltd.

9.11 REFUSED SHIPMENTS

Should REFERRER refuse delivery on any order he or she has placed with Company and such product is subsequently returned to Company; Company shall have the right to place that REFERRER on suspension pending resolution of the refusal of delivery. Neither REFERRER nor a consumer shall refuse any shipment from Company unless prior approval of Company has been obtained.

9.12 PRICING POLICY

Company will furnish REFERRERs with discounts from its published retail prices in accordance with its policies. This discount does not apply to literature, business aids, gifts or special promotional items. Prices for Company's products, services and literature are subject to change without prior notice.

9.13 RECEIPTS

REFERRERs who decide to do retail, must provide all retail purchasers of Company's products with written receipts.

9.14 RETAIL PRICING

Company's online retail price are suggested guidelines.

9.15 PROMOTIONAL ITEMS

All promotional items which bear Company name or logo must be purchased solely from Company unless prior written permission is obtained from Company.

9.16 SALES TAX

Company may collect sales tax on taxable items.  Where applicable, REFERRERs may be responsible to collect and remit sales tax on personal retail sales to the appropriate tax agencies.

9.17 PLACE OF SALE

The integrity of Company's marketing plan is built upon person-to-person, one-on-one referrals. Company's products may not be sold to or displayed by any retail outlet by REFERRERs, including, but not limited to supermarkets or food stores, flea markets or swap meets, permanent restaurant displays, bars or night clubs or any such similar establishment, convenience stores or gas stations.

9.18 PRODUCT & SERVICES CLAIMS

REFERRERs may make no claim, representation or warranty concerning any product or service of Company, except those expressly approved in writing by Company or contained in official Company materials.

9.19 FAX BLASTS, SPAMMING

Fax blasting and unsolicited e-mailing (SPAMMING) is prohibited.


SECTION TEN: RETAIL GUARANTEE & REFUND POLICY

10.01 RETAIL CUSTOMER GUARANTEE

Company offers a 100% money-back, and satisfaction guarantee to all retail customers. If a REFERRER or retail customer is dissatisfied with any product for any reason, then they may return that product in its original package and shipping container to the Company or REFERRER who sold them the product within fourteen (14) days of purchase or as stipulated differently by Company as per product, for either replacement or a full refund of the purchase price. All other warranties and guarantees are disclaimed.

10.02 WARRANTIES

Except as expressly stated herein, Company makes no warranty or representation as to the merchantability, fitness for a particular purpose, workmanship or any other warranty concerning any product or service purchased from or through Company.

10.03 RETURN POLICIES

To return products you must obtain a return merchandise authorization (RMA) and return the products within seven (7) days after you receive the RMA. Company will refund the original purchase price of products, and related sales taxes. SHIPPING & HANDLING FEES ARE NOT REFUNDABLE. YOU ARE RESPONSIBLE FOR PRODUCTS UNTIL Company RECEIVES THEM. YOU WILL BE CHARGED A RESTOCKING FEE OF 10% TO RETURN PRODUCTS. Returned products must be in the same condition as you received them. THIS RETURN POLICY IS NOT A WARRANTY.

NOTE: Company will not accept for return any products you purchased from a Reseller. In order to properly process a refund or exchange, Referrers must fol­low the steps and conditions set forth below:

All returns to Company must be accompanied by:

a) A signed statement from the REFERRER or retail customer identifying the reason for the return;

b) A copy of the original airway bill or retail sales receipt; and

c) The REFERRER's ID number or the name, address and telephone number of the retail customer

d) Company will prepay the cost of shipping the replacement product(s), and bill or deduct REFERRER's account for the said cost.

e) REFERRER's request for refund may, at company's option, be treated as a termination of the REFERRERship.

10.04 BUYER'S RIGHT TO CANCEL

Federal law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third (3rd) business day after the transaction. This rule covers retail consumer sales of USD$25.00 or more that occur away from the seller's main office. REFERRERs must orally inform the buyer of the three-day right to cancel at the time the buyer purchases the goods and deliver 2 three-day cancellation notices to every customer.


SECTION ELEVEN: GENERAL PROVISIONS

11.01 INDEMNITY AGREEMENT

Each and every REFERRER agrees to indemnify and hold harmless Company, its shareholders, officers, directors, employees, agents and successors in interest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys' fees, asserted against or suffered or incurred by any of them, directly or indirectly arising out of or in any way related to or connected with allegedly or otherwise, the REFERRER's (a) activities as REFERRER; (b) breach of the terms of the Agreement; and/or (c) violation of or failure to comply with any applicable federal, state or local law or regulation.

11.02 PROCESSING CHARGES

Company reserves the right to institute a processing charge for reward/commission checks and/or genealogy requests.

11.03 OTHER SERVICES & PRODUCTS

REFERRERs may not promote or sell another company's products or services at functions organized to feature Company's products. REFERRERs are not restricted from selling other company's services and products which are not similar to or not competitive with the products and services of Company. However promotion of similar or competitive services, products and/or business programs with anyone, including REFERRERs, is strictly prohibited.

11.04 LIABILITY

To the extent permitted by law, Company shall not be liable for, and each REFERRER releases Company from, and waives all claims for any costs or loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by REFERRER as a result of (a) the breach by REFERRER of the Agreement and/or the Terms and Conditions and/or the Policies and Procedures; (b) the operation of REFERRER's network; (c) any incorrect or wrong data or information provided by REFERRER; or (d) the failure to provide any information or data necessary for Company to operate its business, including, without limitation, the enrollment and acceptance of REFERRER into the Reward/Compensation Plan or the payment of rewards, commissions and bonuses.

11.05 RECORDKEEPING

Company encourages all REFERRERs to keep complete and accurate records of all their referral contacts, activities and business dealings.

11.06 FORCE MAJEURE

Company shall not be responsible for delays or failure in performance caused by circumstances beyond Company's control, such as but not limited to: fire, flood, earthquake, storm, power outages, labor difficulties, strikes, war, government decrees or orders, suppliers' problems, and/or curtailment of Company's usual source of supply.

11.07 VIOLATIONS

It is the obligation of every REFERRER to abide by and maintain the integrity of the Policies and Procedures and Terms and Conditions. If REFERRER observes another REFERRER committing a violation, he or she should discuss the violation directly with the violating REFERRER. If the REFERRER wishes to report such violation to Company, he or she must detail violations in writing only and mark the correspondence “Attention: Legal Department”.

11.08 AMENDMENTS

Company reserves the right to amend the Agreement, Policies and Procedures, Terms and Conditions, its retail prices, discounts, product and service availability and the Reward/Compensation Plan type at any time without prior notice as it deems appropriate. Amendments will be communicated to REFERRERs through official Company website and/or official Company publications. Amendments are effective and binding upon publication to the Company website. In the event any conflict exists between the original documents or policies and any such amendment, the amendment will control.

11.09 NON-WAIVER PROVISION

No failure of Company to exercise any power under these Policies and Procedures or to insist upon strict compliance by REFERRER with any obligation or provision herein, and no custom or practice of the parties at variance with these Policies and Procedures, shall constitute a waiver of Company's right to demand exact compliance with these Policies and Procedures. Company's waiver of any particular default by REFERRER shall not affect or impair Company's rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other REFERRER. No delay or omissions by Company to exercise any right arising from a default effect or impair Company's rights as to that or any subsequent or future default. Waiver by Company can be affected only in writing by an authorized officer of Company.

11.10 GOVERNING LAW

The Agreement and these Policies and Procedures shall be governed by the laws of the Republic of Singapore, and in such countries as and when subsequently announced.

11.11 DISPUTES

In the event a dispute arises between the Company and a REFERRER regarding their respective rights, duties under this agreement, or in the event of a claim of breach of the REFERRER Agreement, it is agreed that such dispute shall be exclusively resolved pursuant to binding arbitration under the Commercial Rules of Singapore Courts with arbitration to occur at the Republic of Singapore, or in such countries (with their respective arbitration rules) as and when subsequently announced. The Arbitrator may award, in addition to declaratory relief, contractual damages and shall award reasonable attorney’s fees and costs to the prevailing party. An award of attorney’s fees and costs shall continue through any review, appeal or enforcement of an arbitration decision. The arbitration decision may be enforced in any court of competent jurisdiction. This provision shall not be construed so as to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction. The parties each expressly waive their right to collect consequential, punitive and exemplary damages from the other party.

11.12 ENTIRE AGREEMENT

The Policies and Procedures are incorporated into the Agreement and, along with the Terms and Conditions and Reward/Compensation Plan, constitute the entire agreement of the parties regarding their business relationship.

11.13 SEVERABILITY

If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement, including these Policies and Procedures and Terms and Conditions, or any specification, standard or operating procedure which Company has prescribed is held to be invalid or unenforceable, Company shall have the right to modify the invalid or unenforceable provision, specification, standard or operating procedure or any portion thereof to the extent required to be valid and enforceable, and the REFERRER shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required.

11.14 LIMITATION OF DAMAGES

TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES, SHALL NOT BE LIABLE FOR, AND REFERRER HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO COMPANY PERFORMANCE, NONPERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN ANY COMPANY AND COMPANY, WHETHER SOUNDING IN CONTRACT TORT OR STRICT LIABILITY. COMPANY SHALL NOT EXCEED AND IS HEREBY EXPRESSLY LIMITED TO, THE AMOUNT OF UNSOLD COMPANY SERVICES AND/OR PRODUCTS OF COMPANY OWNED BY THE REFERRER AND ANY REWARDS/COMMISSIONS OWED TO THE REFERRER.

11.15 NOTICE

Any communication, notice or demand of any kind whatsoever which either the REFERRER or Company may be required or may desire to give or to serve upon the other shall be in writing and delivered by electronic communication whether by telex, telegram, Email or telecopy (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested). Any such communication, notice or demand shall be deemed to have been given or served on the date of confirmed dispatch, if by electronic communication, or on the date shown on the return receipt or by other evidence if delivery is by mail.


Home Office:

abKey Pte Ltd
10, Anson Road
International Plaza, Suite #18-17
Singapore 079903


Email: admin@abKey.com
Fax: +65 63386311