Distributor Agreement Terms & Conditions

This document consists of five sections:  (A) Definitions, (B) Distributor Agreement, (C) Resident Country Product Purchase Agreement, (D) Mandatory and Binding Arbitration Agreement, and (E) Miscellaneous Provisions. 

A. Definitions

Defined terms are set forth below or may be separately defined in any of the following agreements.  The meaning of capitalized terms not found in this document is set forth in the Policies and Procedures.

“Bonuses” means the compensation paid to Distributors based on the volume of Nu Skin Products sold by a Distributor, Downline Organization, and breakaway executives as set forth in the Sales Compensation Plan.  Nu Skin Vietnam shall pay Bonuses to Distributors in the Resident Country.

“Business Portfolio” means the non-products, non-commissionable, not-for-profit kit and is the only purchase required to become a Distributor. The Business Portfolio contains the Policies and Procedures, the Sales Compensation Plan, a Distributor Agreement, and other sales and demonstration materials to assist a Distributor in starting and conducting their independent business.

“Contract” means the agreements between Nu Skin and me composed of the Distributor Agreement, the PPA (as each is defined below) and the International Sponsor Agreement.  Wherever the context will so require, all words are deemed to include the plural as well as the singular, and to include all genders.

“Distributor” means an independent contractor authorized by Nu Skin Vietnam to market Nu Skin Products, recruit other Distributors, and receive Bonuses in accordance with the requirements of the Sales Compensation Plan.

“Distributor Agreement” means the Distributor Agreement (Section B) which also incorporates the Mandatory and Binding Arbitration Agreement (Section D), the Miscellaneous Provisions (Section E), the Policies and Procedures, the Sales Compensation Plan, and materials pertaining to optional programs, as each may be amended from time to time by Nu Skin Vietnam upon notification (provided such amendment complies with Nu Skin Vietnam’s business standards and ethics generally and that it has received all necessary approvals from competent authorities in Vietnam). The Distributor Agreement will be stored in the head office of Nu Skin Vietnam.

“Non-Resident Country” means an Authorized Country other than my Resident Country.

“Nu Skin” means Nu Skin Enterprises Vietnam Limited Liability Company and its affiliated companies including Nu Skin International, Inc., depending on the particular context.

“NSI” means Nu Skin International, Inc., a Utah corporation, at 75 West Center Street, Provo, Utah 84601, U.S.A..

“Nu Skin Products” means the products and services of NSI’s affiliated company that are sold through local affiliates in the individual Authorized Countries.

“Nu Skin Vietnam” means Nu Skin Enterprises Vietnam Limited Liability Company, an affiliated company of NSI, incorporated in Vietnam with business address at No.201, Nam Ky Khoi Nghia Street, Ward 7, District 3, Ho Chi Minh City, Vietnam.

“PPA” means the Resident Country Product Purchase Agreement (Section C) which also incorporates the Mandatory and Binding Arbitration Agreement (Section D), the Miscellaneous Provisions (Section E), and the Policies and Procedures, as each may be amended by Nu Skin Vietnam from time to time upon notification (provided such amendment complies with Nu Skin Vietnam’s business standards and ethics generally and that it has received all necessary approvals from competent authorities in Vietnam).  The PPA will be stored in the head office of Nu Skin Vietnam.

“Policies and Procedures” means the policies that govern how I, as a Distributor, am to conduct my business and define the rights and relationships of the parties.  It is available in the Business Portfolio and may be amended from time to time by Nu Skin Vietnam upon notification (provided such amendment complies with Nu Skin Vietnam’s business standards and ethics generally and that it has received all necessary approvals from competent authorities in Vietnam). 

“Resident Country” means Vietnam in which I have nationality and whose Distributor Agreement I have executed.

“Sales Compensation Plan” means the specific plan that outlines the details and requirements of the compensation structure for Distributors.  It is available in the Business Portfolio and may be amended from time to time by Nu Skin Vietnam upon notification (provided such amendment complies with Nu Skin Vietnam’s business standards and ethics generally and that it has received all necessary approvals from competent authorities in Vietnam).

B.  Distributor Agreement

This Distributor Agreement is between Nu Skin Enterprises Vietnam Limited Liability Company, incorporated in Vietnam with business address at No. 201, Nam Ky Khoi Nghia Street, Ward 7, District 3, Ho Chi Minh City, Vietnam and me. 

1.  Right to Market Nu Skin Products and Sponsor in my Resident Country.  Subject to the terms and conditions of the Distributor Agreement, Nu Skin Vietnam grants to me (a) the right to be a Distributor and market Nu Skin Products in my Resident Country via multi-level selling method, and (b) sponsor new distributors in my Resident Country.   I agree that this Distributor Agreement will be accepted under the procedures of Nu Skin Vietnam.

2.  Independent Contractor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
I acknowledge and agree that as a Distributor, I am an independent contractor and not an employee of Nu Skin.  As an independent contractor, I will:

• be self-employed, and determine in my sole discretion, when I work and the number of hours I work; be paid Bonuses based on purchases and sales and not the number of hours that I work;
• be subject to entrepreneurial risk and responsible for all losses that I incur as a distributor;
• pay my own license fees and any insurance premiums (if applicable);
• be responsible for all costs of my business including, but not limited to, travel, entertainment, office, clerical, legal, equipment, accounting, and general expenses, without advances, reimbursement, or guarantee from Nu Skin;
• not be treated as an employee for tax purposes; and
• pay any personal income taxes earned from my business as required by local laws, statutes, and regulations. 

I am not an employee, agent, or representative of Nu Skin, and except as permitted by the Contract, I am not authorized to act on behalf of Nu Skin. Nothing in the Contract is intended or will be deemed to constitute a partnership, agency, employer-employee, or a joint venture relationship between Nu Skin and me.

3.  Bonuses
(a) I will be paid Bonuses for the sale of Nu Skin Products as stated in the Sales Compensation Plan. I understand and agree that, in order to be eligible to receive Bonuses, I must meet all requirements outlined in the Sales Compensation Plan, including retail sales, and not be in violation of the terms of the Contract as well as the Policies and Procedures.

(b) I will not purchase any Nu Skin Product solely for the purpose of qualifying for Bonuses.  I agree that prior to placing a subsequent product order, I will have resold previously ordered Nu Skin Products and documented the sales to at least five retail customers each month, and sold or consumed at least 80% of any previous orders.

(c) I agree that part of the consideration for me to receive Bonuses and recognition is based on my agreement to spend considerable time to (i) train, encourage, supervise and assist my Downline Organization in its efforts to sell Nu Skin Products to retail customers, (ii) personally sell Nu Skin Products, and (iii) promote the business.

(d) I agree that Nu Skin Vietnam can deduct my personal income tax in order to pay it to the State on my behalf as required by the Vietnamese law and regulations prior to paying Bonuses and/or other economic benefits to me.

4.  Responsibilities of the Distributors
I acknowledge and agree that as a Distributor,  I have the following responsibilities:

• To present my card of membership in the multi-level sales network issued by Nu Skin Vietnam prior to introducing or marketing any Nu Skin Products.

• When sponsoring another person to participate in the multi-level sales network of Nu Skin Vietnam, to notify him/her of the Contract, Sales Compensation Plan, Policies and Procedures, Training Programs and others relevant codes of conduct that Nu Skin Vietnam formalized and announced.

• To provide truthful and accurate information about the type, quality, price, use and method of use of Nu Skin products;

• To comply with the provisions in the Contract, Sales Compensation Plan, Policies and Procedures, Training Programs and others relevant codes of conduct that Nu Skin Vietnam formalized and announced.

• To fulfill other responsibilities as required by the Law of Vietnam.

5.  Responsibilities of Nu Skin Vietnam
I acknowledge that, under the Vietnamese regulations in multi-level selling, Nu Skin Vietnam has the following responsibilities:

• To formulate and publicly announce Policies and Procedures and other codes of conduct applicable to Nu Skin Vietnam and the Distributors.

• To zrovide information as required by the Law of Vietnam to people who propose to participate in the multi-level sales network of Nu Skin Vietnam.

• To guarantee  the  truthfulness  and  accuracy  of  the  information  provided to the Distributors.

• To guarantee the quality of Nu Skin Products sold via the multi-level selling method.

• To resolve complaints made by the Distributors or consumers (if any) pursuant to the Policies and Procedures and other relevant policies  of Nu Skin Vietnam.

• To deduct personal income tax of the Distributors in order to pay it to the State on behalf of the Distributors prior to paying commission, bonuses or other economic benefits to the Distributors.

• To provide professional training and up-dating courses for the Distributors regarding multi-level selling and the Vietnamese regulations relating to multi-level selling pursuant to the schedules in Training Program and others training plans that Nu Skin Vietnam formalized and announced.

• To manage the Distributors via a system of Distributors cards for participating in the multi-level sales network of Nu Skin Vietnam.

• To notify the Distributors of products in the category which Nu Skin Vietnam is not obliged to buy back, prior to the Distributors commencing the purchases of products.

 

6.   Termination of the Distributor Agreement/ the Distributorship
I acknowledge and agree that the Distributor Agreement between Nu Skin Vietnam and me as well as my Distributorship shall be terminated in the following cases:

 

• I shall have the right to terminate the Distributor Agreement/my Distributorship by providing a written notice to Nu Skin Vietnam at least seven (7) working days prior to the date of termination of the Distributor Agreement.
• Nu Skin Vietnam shall have the right to terminate the Distributor Agreement/ my Distributorship by providing a written notice to me at least seven (7) working days prior to the date of termination of the Distributor Agreement, if I carry out one of following actions:
• Do not comply strictly with provisions in the Contract, Sales Compensation Plan, Policies and Procedures and others relevant codes of conduct that Nu Skin Vietnam formalized and announced.
• Do not fulfill the responsibilities of the Distributions as mentioned above in paragraph 4 of this Section B.
• To require any person whom I sponsor for participation in a multi-level sales network of Nu Skin Vietnam to pay any fee in the form of study course fees, training fees, seminar fees, fees for social activities or for other similar activities.
• To provide fraudulent information about the benefits from participation in a multi-level sales network of Nu Skin Vietnam, or false information about the nature and use of Nu Skin products or about the activities of the multi-level selling of Nu Skin Vietnam in order to entice others.
• Other cases as provided in the Law of Vietnam.

I undertake to stop immediately activities relating to my Distributorship or any action that may be misunderstood as a business of the Distributors of Nu Skin Vietnam as soon as my Distributorship/the Distributor Agreement is terminated. In case of termination of the Distributor Agreement, Nu Skin Vietnam shall buy back the Nu Skin products purchased by the Distributor pursuant to the  requirements of the Law of Vietnam as well as the provisions of the Contract, Sales Compensation Plan, Policies and Procedures, and other relevant codes of conduct that Nu Skin Vietnam formalized and announced.

7. Integrated Agreement
This Distributor Agreement is an integrated agreement which consists of the terms in this Section B, the Mandatory and Binding Arbitration Agreement (Section D), the Miscellaneous Provisions Agreement (Section E), the Policies and Procedures, the Sales Compensation Plan, and materials pertaining to optional programs, as each may be amended from time to time by Nu Skin Vietnam upon notification (provided such amendment complies with Nu Skin Vietnam’s business standards and ethics generally and that it has received all necessary approvals from competent authorities in Vietnam), and are incorporated herein by reference.

8. Inactive Account
I agree that Nu Skin Vietnam may terminate my Distributorship if I have not engaged in any Business Activity on my account for a period of 12 or more consecutive months. After termination, I may apply to become a Distributor again by submitting a new Distributor Agreement.

 

C. Resident Country Product Purchase Agreement (“PPA”)

This PPA is between Nu Skin Vietnam and me. Nu Skin Vietnam, which is an affiliated company of NSI, is the exclusive wholesale distributor of Nu Skin Products in Vietnam.

1.  Services Provided in Resident Country
Under this PPA, Nu Skin Vietnam will offer to me, as an independent contractor (as defined in Section B above), Nu Skin Products for wholesale purchase in Vietnam.  I agree that I may only market these Nu Skin Products in Vietnam.  Additionally, Nu Skin Vietnam will provide me with the following services in my Resident Country:  (i) accept orders for and distribute Nu Skin Products to customers and Distributors in the Resident Country, (ii) handle all returns of Nu Skin Products purchased in the Resident Country and make appropriate refunds, (iii) provide support services to Distributors, and take any necessary actions pursuant to the Contract, the Policies and Procedures published by Nu Skin Vietnam, and (iv) pay Bonuses to Distributors in the Resident Country as determined by Nu Skin Vietnam, and as further described in paragraph 7 of this Section C.

2.  Marketing and Pricing of Nu Skin Products 
I agree that: (a) there are no minimum purchases or inventory requirements; (b) I have the right to purchase Nu Skin Products at price that Nu Skin Vietnam applied to the Distributors; (c) I will promote the retail sale of Nu Skin Products in my Resident Country in accordance with the terms and conditions of the Contract; (d) I will not make any claims about the Nu Skin Products and Sales Compensation Plan unless they are contained in official company literature or on company labels of Nu Skin Products in my Resident Country; and (e) I have the right to purchase Nu Skin Products at the price stated by Nu Skin Vietnam and that Nu Skin Vietnam may change product prices with prior notice to me.

 

3.  Refunds and Return of Nu Skin Products when Terminating Distributorship
For thirty (30) days from the submission date of the Distributor Agreement I may obtain a 100% refund for the required Business Portfolio and a 90% refund thereafter in accordance with the refund policy in the Policies and Procedures. Subject to any restrictions in the aforementioned refund policy or special terms disclosed at the time of purchase, all unopened, resalable Nu Skin Products that are returned within twelve months of my order date are eligible for a 90% refund, less applicable Bonuses. In the event of termination of my Distributorship, I may return to the Company any unopened and resalable Nu Skin Products that I previously purchased from Nu Skin Vietnam in accordance with the refund policy in the Policies and Procedures and Vietnamese regulations on multi-level selling.

4.  Use of Credit Card 
I agree that I shall not use another individual’s credit card for any order without the individual’s prior written approval.  I will provide a copy of such written approval to Nu Skin Vietnam  upon request.

5. Automatic Re-Ordering Program (“ARO Program”) Enrollment Agreement
(a) If I have elected to participate in an ARO Program for specified  type and quantity of Nu Skin Products that I desire to receive each month automatically, then these Nu Skin Products will be charged on a recurring monthly basis to the form of payment I have provided, and they will be collected by me or delivered  monthly to my listed delivery address unless I notify Nu Skin Vietnam one month in advance in writing at the address set forth above of any desired changes. 

(b) Nu Skin Vietnam may change the price of or discontinue the specific Nu Skin Products that I have chosen to receive under an ARO Program. In such situations, Nu Skin Vietnam will notify me of the change and (i) in the case of a discontinued Nu Skin Product, will continue to send me the remaining items, and may substitute another product of equal or greater value, and (ii) in the case of a price change or updated product, will send me the same items I have selected under the ARO Program at the new price provided, I accept such new price or updated product and notify Nu Skin Vietnam to revise my monthly order accordingly.

(c) To pay for each monthly ARO order, I authorize Nu Skin Vietnam to establish an automatic credit card debit arrangement according to the credit card information I provided. Nu Skin Vietnam will make no other charge to my designated payment account except those that I have authorized (value added tax charges may be added in accordance with applicable value added tax regulations).

(d) If any Nu Skin Products from a qualifying purchase are returned, I will have the option to decide whether to repurchase/order the balance of the qualifying amount for the month in which Nu Skin Products are returned.

(e) I agree that Nu Skin Vietnam may terminate (i) the ARO Program at any time and for any reason; and (ii) my right to participate in the ARO Program under this agreement if (A) the credit card or bank authorization provided by me expires, is cancelled or otherwise terminated, (B) I violate the terms and conditions of the Contract, or (C) Nu Skin Vietnam terminates my distributorship.  I have the right to cancel my monthly ARO Program order upon one month prior written notice to Nu Skin Vietnam.

(f) I understand that this agreement will be automatically renewed under the same terms and conditions, including but not limited to debiting my credit card every month in accordance with the above paragraph 5(a) of this Section C, at its expiry date if I do not notify Nu Skin Vietnam in writing one month prior to the expiry date of this agreement.

6. Bonuses 
(a) I authorize Nu Skin Vietnam to make/ arrange for the payment of any Bonuses to my account at the financial institution designated by me. This authorization replaces any previous authorization and will remain in full force and effect until (i) Nu Skin Vietnam has received written notice from me of my withdrawal from the direct payment program, and (ii) Nu Skin Vietnam has a reasonable opportunity to make such a change pursuant to my notice. 

(b) I agree that I must notify Nu Skin Vietnam immediately (i) prior to changing or closing my direct deposit account, or (ii) if my financial institution changes my account number. Failure to notify Nu Skin Vietnam of account number changes may delay my receipt of Bonuses. If I change my financial institution and/or account number, I must fill out a new Direct Deposit Authorization Form and send it to Nu Skin Vietnam before I close my existing account.

(c) Nu Skin Vietnam will not be liable to me for its failure to access my account or provide direct payments to my account in a timely manner unless such failure or loss is a direct result of Nu Skin Vietnam’s gross negligence or intentional misconduct. Nu Skin’s liability will not exceed the amount of the funds that would have otherwise been paid to my account.

7. Integrated Agreement
This PPA is an integrated agreement which consists of the terms in this Section C, the Mandatory and Binding Arbitration Agreement (Section D), the Miscellaneous Provisions (Section E), and the Policies and Procedures, as each may be amended by Nu Skin Vietnam from time to time upon notification, and are incorporated herein by reference.

D. Mandatory and Binding Arbitration Agreement

1.  THE CONTRACT IS SUBJECT TO ARBITRATION.    With exception to the International Sponsor Agreement, the place of origin of the Contract is Ho Chi Minh City, Vietnam, and it will be governed by, construed in accordance with, and interpreted pursuant to the laws of Vietnam, without giving effect to its rules regarding choice of laws.    

2.  I agree that any Dispute will be resolved and settled in accordance with and pursuant to the terms and conditions of this Contract, and by the rules and procedures set forth in Chapter 7 (Arbitration) of the Policies and Procedures or may be viewed online in the My Office section of a company web site.  The arbitration proceedings will be conducted in Salt Lake City, Utah. The arbitration will be conducted in the English language, but at the request and expense of a party, documents and testimony will be translated into another language. One arbitrator will be appointed to hear and decide disputes, which arbitrator will be selected by consent of all parties. The parties will each bear their own costs and expenses and an equal share of the (i) cost of the arbitrator and (ii) administrative fees of arbitration. Neither the parties nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties. Judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction.

3. A “Dispute” is defined as “any and all past, present or future claims, disputes, causes of action or complaints, whether based in contract, tort, statute, law, product liability, equity, or any other cause of action, (i) arising under or related to the  Contract, (ii) between other Distributors and me arising out of or related to a Distributorship, or our business relationships as independent contractors of Nu Skin, (iii) between Nu Skin and me, (iv) related to Nu Skin or its past or present affiliated entities, their owners, directors, officers, employees, investors, or vendors, (v) related to the Nu Skin Products, (vi) regarding Nu Skin’s resolution of any other matter that impacts my Distributorship, or that arises out of or is related to Nu Skin’s business, including my disagreement with Nu Skin’s disciplinary actions or interpretation of the Contract.”

4.  I agree to accept and be bound by thIS Arbitration Agreement if I access any NU SKIN web site, and use the information therein, or by the purchase of any Nu Skin Products made available through said web sites, or the purchase of any products from Nu Skin VIETNAM, or if I receive a Bonus. 

E.  Miscellaneous Provisions

1.  Representations and Warranties
I represent and warrant that I am authorized to enter the Contract, that I have met all legal requirements to enter a valid contract in my Resident Country, and when executed and delivered by me and accepted by Nu Skin Vietnam as described herein, the Contract constitutes a legal, valid and binding obligation. I also represent and warrant that: (a) the information that I provided in the Contract is accurate and complete and if I have provided any false or misleading information, Nu Skin Vietnam shall have right, at its election, to declare their respective parts of the Contract void from its inception; (b) the Identity Card number and/or tax identification number  that I provided is my correct tax payer identification number for my Resident Country; (c) I have Vietnamese nationality; and  (d) if an individual adding other individual(s) to participate jointly, all such Participants have Vietnamese nationality.  I represent and warrant that neither I nor my partner/spouse/Co-habitant (or in case of joint participation, any participant therein who is or should be listed in the Joint Participation Form) have been engaged in Business Activity in another company distributorship in the six months (one year in the case of those having held an executive equivalent or higher pin-title under the Sales Compensation Plan) immediately preceding my sign up under my Sponsor as I identified in the Distributor Agreement.

2.  Authorization to Transfer Personal Information
In order for Nu Skin to provide support for my Nu Skin distributorship, I authorize them to transfer and disclose personal and/or confidential information, which (a) I have provided to Nu Skin Vietnam in connection with my distributorship and Downline Organization, or (b) that has been developed as a result of my activity as a Distributor, to (i) its parent and affiliated companies wherever located, (ii) and to my Nu Skin independent upline Distributors when necessary to ensure proper upline support, and (iii) to applicable government agencies or regulatory bodies if required by law.  I further authorize Nu Skin to use my personal information for Distributor recognition and marketing materials.

3. Acceptance of Contract 
(a) The effective date of the Distributor Agreement will be the date it is accepted by Nu Skin Vietnam, which will be (i) the date that I execute the Distributor Agreement electronically via the company’s Internet sign-up procedure and it is received and accepted by Nu Skin Vietnam in accordance with its procedures or (ii) the date that an original hard copy of this Distributor Agreement is received and accepted by Nu Skin Vietnam and a computer record is made of the account.

(b) I agree that Nu Skin Vietnam’s acceptance of the PPA will occur when it accepts my first order of Nu Skin Products.

4. Indemnity and Limitation of Liability 
(a)  Indemnity
I will indemnify and hold Nu Skin, and each of their shareholders, officers, directors and employees harmless from and against any claim, demand, liability, loss, action, causes of action, costs, or expenses, including, but not limited to, reasonable attorney’s fees, resulting or arising from, directly or indirectly, any acts or omissions by me in conducting my independent distributor business, including without limitation, breach of representations and warranties, material breach of the Contract and other agreements between the parties, or any other claims or causes of action.

(b) Limitation of Liability
I agree that Nu Skin will not be liable for any special, indirect, direct, incidental, punitive, or consequential damages, including loss of profits, arising from or related to the breach of the Contract or other agreements between the parties. I agree that the entire liability of Nu Skin for any claim whatsoever related to my relationship with Nu Skin, including but not limited to any cause of action arising in contract, tort, or equity, will be limited to the cost of products that I have purchased from Nu Skin Vietnam.

 

PLEASE READ BELOW BEFORE SIGNING THIS DOCUMENT

I agree that:

I have previously reviewed the Contract (see the details above), including the Policies and Procedures, or agree, before conducting any distributor activity, to do so online at [insert website address].  I understand and agree that the Contract, including the Policies and Procedures, constitute blinding agreements between me and Nu Skin.  If I refuse to follow any provision of the Contract, I agree to notify Nu Skin Vietnam, in writing, and cancel my distributorship at least seven (7) working days prior to the date of termination of the Contract. When the Contract is terminated, I may receive a 100% refund of the Business Portfolio I purchased from Nu Skin Vietnam (if the Contract is terminated within thirty (30) days from the submission date of the Distributor Agreement); and refunds on products are set forth in the Resident Country Product Purchase Agreement and Vietnamese regulations on multi-level selling (see the details above).

I understand that the purchase of any Nu Skin Products, including participation in an ARO Program, is optional and is not required to become a Distributor.

I have reached the legal age of 18 and have fully capacity for civil acts to participate in multi-level selling as well as to enter into the Contract, and agree to be bound by the terms and conditions of the Contract.

THE CONTRACT IS SUBJECT TO THE Mandatory and Binding ARBITRATION AGREEMENT (see THE DETAILS ABOVE).