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Dynapharm Business Manual


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Dynapharm Business Manual

  2. 2. DYNAPHARM INTERNATONAL PHILS., INC. DYNAPHARM Table of Contents The Dynapharm Business Manual: A Preface......................................... 2 Dynapharm Professional Ethics .............................................................. 3 Section 1 – Definitions............................................................................ 4 Section 2 – The Independent Distributor ................................................ 8 Section 3 - Distributorships Operations & Termination ....................... 10 Section 4 - Purchase & Sale of Products .............................................. 14 Section 5 – Advertising, Trademark & Copyrighted Materials ............ 19 Section 6 – Distributor Compensation & Fees ..................................... 25 Section 7 – General Provisions ............................................................. 27
  3. 3. DYNAPHARM INTERNATONAL PHILS., INC. The Distributor’s Rules and Regulations A Preface This Business Manual conferred by Dynapharm specifies the complete policies and Procedures as biding and effective as of December 1, 2004. It underscores the fundamentals to lead the Distributors in conducting their business transactions with the Company, with the fellow Distributors, and most importantly with end –users and/or retail-customers. Given the dynamic character of the Company, certain provisions stated herein can be revised or amended to suit the over-all corporate goals. The amendment shall be appropriately communicated to all concerned and shall be enforced and in effect after it has been published in the official organ of the Company, website and/or through distributed copies of the revised Policies and Procedures and other Notice of Inclusions. The Dynapharm Compensation Plan, the Distributor Application Form (DAF) and this Business Manual (the” Policies and Procedures”) encompass the complete contract between the Company and Distributors with a thorough understanding and adherence to the Policies and Procedures. With this, everyone is enjoined to study, understand and strictly abide by the provisions of the Business Manual. Carlo Ll. Mayuga President and Chief Executive Officer Dynapharm Int’l Philippines, Inc. 2  BUSINESS MANUAL
  4. 4. DYNAPHARM INTERNATONAL PHILS., INC. Dynapharm Professional Ethics I shall abide with the contract at all times as adhered by the Company. I shall perform my business in a manner that will enhance not only my reputation but of the company as a whole. I shall be courteous, honest and fair to every person I contact in the course of my Dynapharm distributorships activities. I shall fulfill my leadership responsibilities as a Sponsor by training, assisting and supporting the Distributors in my sales organization. I shall respect the Sponsor relationship of every Distributor in the Dynapharm family, and I will neither attempt to complicate or change these relationships nor make any disparaging remarks or allegations about Dynapharm, its affiliates and Distributors. I shall not misrepresent any Dynapharm products and its Compensation Plan that is not enclosed in and supported by the current Dynapharm publications and/or literature. I shall remember that even my personal experience & the benefits received from Dynapharm products, services or program, may be interpreted as unauthorized “extensions of labeling” claims if I use them as a sales device. I shall not sponsor any Dynapharm Distributors into any other network-marketing program nor shall I engage in any deceptive or illegal practice. Doing so could mean the termination of my Distributorships. I understand and agree that I am solely responsible for all financial and/or legal obligations I may incur in the course of my business as an independent Distributor of Dynapharm products and/or services. BUSINESS MANUAL 
  5. 5. DYNAPHARM INTERNATONAL PHILS., INC. Section 1 I. II. III. IV. V. VI. 4 Definitions Distributor Agreement It is legal contract biding the Distributor and Dynapharm that constitutes professional business arrangements. Distributor Distributor The Agreement Form should An be completed by the individual, partnership or person entity or applying to become a corporation Dis- tributor and is who subject to acceptance or has completed rejection of Dynapharm. Active Distributor the registration A Distributor who process minimum has a with Personal Sales Business Dynapharm Volume (PSBV) of 1,000 is Retail the considered given within Customer an official volume customers is Retail month Distributor. active. considered are end-users The An active who purchase registration Dynapharm Distributor is process tois receive products eligible from a completed registered earnings under the once the tion Dynapharm compensaPersonal Sponsor Distributor Distributor, plan A Dynapharm Application PickDynapharm Distributor who personally recruits a non - distributor to join Center is di- organization. Form up his/her specific or completely rectly from the Upline signed and retail company. A has been A Distributor’s sponsor and successive sponsors up through the organicustomer is not accepted by to zation. qualified the benefit from the Dynapharm. Compensation A Plan. The  Dynapharm BUSINESS Business Volume MANUAL generated Distributor (BV) is entitled from the products
  6. 6. DYNAPHARM INTERNATONAL PHILS., INC. VII. Downline A Distributor or group of Distributors directly or indirectly linked to an upline. VIII. Downline Organization Your downline Organization comprises all Distributors who are under your line of Frontline Sponsorship, from the A Distributor who is of first to the last levelimmediately positioned below the sponsor in the Sponsor’s genealogy or line of sponsorship. your down- lines. IX. X. Level A relative position in a Distributor’s downline grouped horizontally, based on Sponsorship without compression. XI. Commission Earnings paid by Dynapharm to its qualified Commission Distributors Generation as Earnings computed as determined of the total percentages BV by of a Distributor’s the downline levels. The business Business of depth (of levels) by volume Volume which The points the Distributors are assigned to a Dynapharm product as indicated in products or credits paid purchased or the rank price list. the Dynapharm Distributor’s based on retailed by achieved. Volume Month the Distributor calendar and The the month (with Distributor’s specified cut-off downline as to dates) used indicated ranks determine in the and bonus Compensatio earnings under n Plan. the compensation BUSINESS plan. A MANUAL  Distributor’s XII. XIII. XIV.
  7. 7. DYNAPHARM INTERNATONAL PHILS., INC. XV . Cut-Off Date The deadline for product orders is every end of the month. Purchases made after this date are credited onto the next volume month. XVI. Personal Sales Business Volume (PSBV) The total BV of the products personally purchased by a Distributor in a given volume month. This may also include the BV generated from the retail sales of a XVII. Distributor. Personal Group Business Volume (PGBV) The sum of a Distributor’s BV and his nonmanager’s BV in a given volume month. This may also be referred as the organizational volume of a Distributor. XVIII. Monthly Maintenance This refers to the required minimum PSBV and/or PGBV for Distributor to qualify for commissions and achieve a certain rank. XIX. Qualify To “Qualify” is to earn a given rank or benefit in a given volume month. XX. Qualifying Month The volume month in which a Distributor meets the requirements for a given rank or benefit. XXI. Leg Th e Ve rtic XXII. al Volume Leg The total organizational volume of a leg. org ani XXIII. Personal Rebates zati on commission earned generated from a Distributor’s personal purThe chases and retail sales in a given volume month. A Distributor must that have beg at least 500PSBV to qualify for personal rebates. ins fro m one  of BUSINESS 6 you MANUAL r
  8. 8. DYNAPHARM INTERNATONAL PHILS., INC. XXIV. Rank A qualification title in the compensation plan. XXV. Retail Profit The difference between the wholesale price that a Distributor pays for a Dynapharm product and the price that the Distributor charges the customer. XXVI. Dynamic Compression Is the process of considering any given Distributor to be on the frontline of the first upline. If a Distributor has zero BV, the Distributor’s frontline is vertically compressed to the first upline with greater than zero BV. BUSINESS MANUAL 
  9. 9. DYNAPHARM INTERNATONAL PHILS., INC. Section 2 The Independent Distributor All Distributors are independent contractors with Dynapharm. They are not considered as purchasers of franchise, joint ventures, partners, employees, or agents of the company. Distributors have no authority to make any representation, agreement, or commitment of any kind for or on behalf of Dynapharm or to bind Dynapharm in any manner. I. Legal Compliance & Taxation Each Distributor shall comply with all national or local laws, regulations or ordinances concerning the operation of their business. Distributors are responsible for their own managerial decisions and expenditures, in- cluding but not limited to the filing of their own income, VAT and other tax II. Distributor registration returns, and Enrollment of their Any person of legal the Social “employees” with age can become a Dynapharm Distributor when both of the System or with any Secu- rity requirements are met: applicable government body The applicant purchasedstate wherekit, and present in the a business they Submission of the applicant’s business. application or agreement form to completed conduct their Dynapharm home officer or pick-up center. Dynapharm shall not be responsible for any damage or Once to application has to any injurythe a Distributor or been processed, an identification number will be assigned with re- spect to the third person to each Distributor. management or operation of the Incomplete, business Distributor’sinaccurate, or unlawful Distributor Agreements are void. Dynapharm reserves the right not to provide reasons for the acceptance or rejection of an application form. Corporations, partnerships, trust, sole proprietorships and other entities may become distributors ONLY when the completed application form 8  BUSINESS MANUAL
  10. 10. DYNAPHARM INTERNATONAL PHILS., INC. is accompanied by notarized copies of the Articles of Incorporation, By-laws, Partnership Agreement, Trust Documents and Business Registration Certificates as filed with government agencies. Furthermore, Distributors must disclose a complete list of all directors, officers and shareholders involved in the corporation. Partnerships must disclose all general and limited partners. Trust must disclose the trustee(s) and beneficiaries. The application must be signed on behalf of the Corporations, Partnerships and Cooperatives by an authorized officer or partner and must be signed individually by each of the shareholders of the Corporations, part- ners of the Partnerships or officers of the Cooperative. III. Beneficial Interests A person included in a partnerships, corporation, trust and other business entities shall not be enlisted to more than one Distributor entity to have a beneficial interest. If such a proceeding was discovered or the Distributor application was accepted (as the case maybe), the company at its sole discretion can terminate the distributorship any time. Dynapharm is not liable to any loss that may be incurred in the process. IV . Distributors Rights All Distributors are authorized to purchase Dynapharm products at distributor’s price, sell them (at suggested retail prices), and participate in the Compensation Plan. V . Account Information Changes Submitting a new Distributor agreement form with the word “AMENDMENT’ written at the top to the Distributor Compliance Section can be done to effect account changes, corrections, or updates to the Distributor agreement. VI. Married Couples Married couples and their dependent children must share a single dis- tributor entity. Both applicants must sign Distributors application. Single BUSINESS MANUAL 
  11. 11. DYNAPHARM INTERNATONAL PHILS., INC. Section 3 Distributorship Operations & Termination All Distributors are expected to perform all of their business activities in a professional and ethical manner, which shall enhance the Distributor’s reputation and that of the company. Distributors shall not engage in any conduct, which would negatively reflect on Dynapharm, or any other Distributor’s image. I. Sponsoring Distributors are entitled to sponsor other Distributors in the A Distributor shall not solicit sponsor employees of Dynapharm or Philippines mem- other and bers of the employee’s household to the Dynapharm Distributors during countries as the term officiallyof their employment. The same shall apply for any Dynapharm consultants, opened by product suppliers, and agent representatives. This is to the conflicts of interest, and to further a Distributor’s respect of the avoid company tiality and neutrality of Dynapharm employees. confidenMultiple Applications II. into the Dynapharm If an applicant submits Ambassador more than one Program. Application or However, Agreement forms Distributors multiple listing are sponsors, only the III. Unfair Competition and Cross Sponsoring compensate completed first/original d Distributor form not solicit or attempt to andonly for may (by A accepted the company) shallanother Dynapharm neither Sponsor be generation Dynapharm in indiscriminate honored. Distributor nor engage of advertising that its sales of reserves the right at solicits purchasing of products to non-Dynapharm products or competitive make the discretion, and not for intowith final decision participation any other networksponsoringor direct-selling company with the respect to all such dismarketing new putes. exception of those individuals the Distributor Distributors has personally sponsored without the . 10  BUSINESS of the company. However, written consent MANUAL the
  12. 12. DYNAPHARM INTERNATONAL PHILS., INC. consent granted may be revoked with reasonable notice at the discretion of Dynapharm. The above-mentioned prohibited acts are regarded as unfair competition with Dynapharm and are also regarded as “CrossSponsoring” Cross sponsoring may be grounds for termination. IV . V . VI. VII. No Exclusive Territories There are no exclusives territories for recruiting purposes, nor shall any Distributor imply or state that he or she does have an exclusive terri- tory. Training Requirementno There are geographicalarelimitations assure the adequate training of Distributors Distributors required to on Distributor“Adequate training” shall include, but not limited to, eduthey sponsor. sponsoring cation any country except within regarding the Distributor Agreement, the business manual, and those in countries not the Compensation Plan, and other important information (about prodofficially asopened relevant activities (i.e. initiating periodic contacts ucts, ect.) well as by Dynapharm. for the purpose of training & motivating new recruits, sales or distributive function in the sale/delivery of product & services to end user. Lead Distribution Potential Distributor leads that went directly to Dynapharm will be re- ferred to Distributors. The Distributor shall company Divorce or Partnership Dissolution conduct ample line If married Distributors or partners who share in a of investi- gation Distributorship obtain a legal separation or wish to determine how a partnership, Dynapharm will dissolve their prospect to becamethe Distributorship pursuant to continue honor interested with the the original Distributor Agreement until such time company and the that Dynapharm receives written notice from both distribution certified court order documenting this parties or a of such change. made ten leads isThe writ-at notice must be signed by all parties and notarized. the sole discretion Such notice will be subject of Dy- napharm. Dynapharm. Legally separated to final action of Distributors or dissolved partnership are required to submit a certified true copy of any legal judgment, decree, or agreement. This will guide BUSINESS the manner how payments of commission checks MANUAL shall be done in the future. 
  13. 13. DYNAPHARM INTERNATONAL PHILS., INC. VIII. Distributor Death At the date of a Distributor’s Death, the Distributorship may be assigned to the Distributor’s heirs, successor or trustees. In such proceedings, the IX. Status certificate death Changes & Transfer along a Transfer withSponsorship is of certified copy of RARELY PERMITTED the will orACTIVE- LY court and is order, as well as DISCOURAGED. the amended Maintaining the integrity of Distributor is abso- lutely Sponsorship The following instances may result in the approval of such changes: Agreement for the success of mandatory in the name the the entireof organization. Any In the case of unethicaltor fraudulent) sponsoring, Dynapharm may, in its Distribuassign, acquire of(or interest, or receiving such changes the sole discretion, make transfer of inathe sponsor or upline of a Distributor, as it otherwise distributorship or SponsorDistributorship deems appropriate. should a Distributor must be ship; Dynapharm receives the to Company accompanied by signed letters of approval submitted a written request, follow procedures. If the from all Dynapharm. sponsors, up to and including the highest ranked upline the upline concerned parties sponsor (Crown Diamond Manager) and a fee of US$100. The form should did that all the clearly state not adviseparties involved understand the consequences of the company sponsoring change. within A Distributor voluntarily terminates his/her Distributorship is eligible to apply for six (6) months a new Distributor Agreement and sign under when: after the Distributor’s Existing death, this would maintains no activity for a period of Twelve (12) Distributorship but months, other than a retail customer relationship. mean nonExisting and Active Distributors who voluntarily resigns. transferability of the Distributorship. In any such changes, only the distributor who has petitioned for a change in sponsorship shall be moved. All other downline Distributors shall remain in the original set-up 12  BUSINESS MANUAL
  14. 14. DYNAPHARM INTERNATONAL PHILS., INC. X. XI. Voluntary Termination (Resignation) An Active Distributor may voluntarily terminate one’s distributorship at any time by sending a written notice to Dynapharm, indicating the Distributor’s name(s) and ID number Involuntary Suspension or voluntarily (s). A Distributor who Termination Dynapharm may involuntary suspend or terminates an Agreement must wait (6) terminate the status of any Dismonths for cause that may include but is not limited to the following: tributor before re-applying for a new Distributorship. a) Any violation of the Contract (Distributor Agreement, Business Manual) of which may be amended from time to time. b) Any unlawful/wrongful act or mis-conduct, which may reflect adversely on Dynapharm and its Distributors. BUSINESS MANUAL 
  15. 15. DYNAPHARM INTERNATONAL PHILS., INC. Section 4 I. Purchase & Sale of Products Ordering, Receiving and Payments Guidelines A Distributor may order products by placing an order with Dynapharm and make the corresponding payment. Funds must be available at the time the order is placed. Orders may be withheld until the availability of funds is verified. The Business Volume (BV) for any Orders will be accepted at the Dynapharm office from Monday’s to Friorder shall be credited to the Volume Month only upon until 5PM.payment. days receipt of All mailed/faxed orders can either be picked-up or delivered to Distributors preferred address. It is the responsibility of the Distributors to indicate the destination address. The cut-off time stated previously also applies for orders set for delivery or shipping (i,e. Dynapharm pick-up centers (DPC), requesting Distributor) to allow a reasonable time for processing or packaging. Note: Such orders cannot be sent through P.O. Boxes. Orders shall be shipped within 24, 48 or 72 hours (depends on destination) after receipt of order. If a product is temporarily out of stock, a Distributor shall receive a backorder notice along with the shipment. All backorders will only be collected personally at the Dynapharm office or Dynapharm pick-up center (DPC). Proof of purchase (I, e. sales invoices, receipts, etc.) must be presented when claiming backorders. Upon receipt of an order, Distributors shall immediately inspect the order to determine whether it is complete and in good condition. If an order is incomplete and that a backorder notice is not attached, the Distributor should immediately inform the Dynapharm Sales & Operations (S&O) Dept. or the DPC where they get their products. If the forwarder or courier company is responsible for the damage, which occurs after it takes physical custody of the goods. The Distributor who receives the damaged goods should follow this procedure: 14  BUSINESS MANUAL
  16. 16. DYNAPHARM INTERNATONAL PHILS., INC. 1. 2. 3. 4. Accept the delivery. Document on or take note of the delivery receipt, and the number of boxes, which appear to be damaged. Notify the forwarder or courier company to have the damage goods inspected. Do not forget to save the damaged product(s) and box (es) for inspection. Notify Dynapharm Sales & Operations Dept. (S&O) of such incident so we can file a claim with the forwarder or courier company. In the event that a package is returned due to a Distributor’s error or if the package was not picked up in a timely manner and therefore returned, Dynapharm will charge the Distributor a re-shipping fee. Before assuming a shipment is lost or missing, a Distributor should wait ten (10) working days from the placement of mailed orders and five (5) working days from orders placed through fax ( or the internet ) Lost shipments when found and/or delivered must be reported to the S & O within three (3) after receipt. All Dynapharm products must be store in a cool, dry, and hygienically safe area or as other wise directed on the product label. As a general rule, the products should be kept at least (4”) inches above the floor. Dynapharm is not responsible for products damaged due to improper storage. Products can only be bought on CASH BASIS or ON-US Check/s Personal check payment are only accepted on a case-to-case basis and largely depends on the good standing record of the Distributor and is subject for clearing before the products can be released. A Distributor who has had at least one check for “Insufficient funds” or “closed account” may lose any or all privileges until all payments are completely credited. In case of Corporations, Partnership and Cooperatives, by executing theApplication and Agreement, it is expressly understood that in case of any court litigation borne out of violation of this Business Manual like in the case of “non-payment” of Sales Reports and/or Product Purchase, the authorized officer or partner will be held liable for any legal action that may arise from the agreement. A Distributor agrees that he is not entitled to a refund for products released. BUSINESS MANUAL 
  17. 17. DYNAPHARM INTERNATONAL PHILS., INC. All prepaid orders placed which has not been entered in the system before the cut-off date shall be processed and will be included in the current Volume Month or on the Month where the order was placed or received by Dynapharm. II. III. IV . 16 Direct Purchase All Dynapharm Distributors may purchase products directly from Dynapharm’s Head Office, Branches Consignment or authorized To Dynapharm protect your Pick-up Centers. Dynapharm If a Distributor business acquired has and products from the honor of his sponsors or the company, Product Buy-Back or Returns uplinenapharm Dydistributors that can only be products may The products personal are those personally returned not be inventory and a purchased to delivered by the Distributor any replacement are found in the himself and All unused Distributors of the distribu- tor product isand resalable products can be returned to Dynapharm along order history not with purchase within seven (7) days from the date of purchase. or proof ofwith placed another returning products. The Company no party Dynapharm,on shall offer an exchange of the same product/s. The same consignment. commission or when a Dynapharm Distributor has a customer who rule shall apply overrides to return product(s). The distributor shall be accountable in shall Only es wishbe paid in such of the customer at first, accomplish the corresponding authorized refund giving the transactions. Dynapharm form (Re- turn/Exchange Form) and submit the request to the Sale & DistributorsDepartment. If the distributor fails to refund his customer, Operations and distributor is responsible in repaying the company for any amount the Dynapharm well as handling fee. refunded as pick-up In cases may centers where a Distributor is requesting for a full refund of money for sell unsold, marketable product(s), this shall be considered as his intenDynapharm tion of voluntarily terminating one’s distributorship. Dynapharm shall products to anpercent (90%) of the net cost to the distributor, less any refund ninety outside party. applicable charges (shipping, taxes, etc.) Incurred in the purchase of the  BUSINESS MANUAL
  18. 18. DYNAPHARM INTERNATONAL PHILS., INC. product compensations received (i.e. commissions, bonuses, incentives) and commissions earned by the up-lines for returned products(s). If the uplines are no longer active and that there would be no means for the company to deduct such commissions previously released. Products shall not be considered as marketable/reusable under the following conditions. If returned four (4) months before the products expiration date, unusable, or shelflife period had passed. The company has directly informed the distributors, prior to purchase, that the products are discontinued or categorized under special promotions. This Distributor returning the products is responsible in paying the shipping costs and for any damage or loss in the shipping process. Dynapharm will reject goods, which were damaged during transit, and are considered not resalable. After all required documents and returned items have been verified, the company shall issue the terminating Distributor a refund based on the method of payment. V. VI. Commission Adjustment Any up-line distributor affected by returned products is subjected to adjustments in their commissions, overrides and business volume, etc. based upon all commissions and bonuses Excessive the returned paid on Purchases Prohibited products. Adjustments can may Dynapharm Distributors also be done products a from in such purchase case, where wrong volume Dynapharm, other Dynapharm was entered in the system.pick-up Distributors or through Likewise, amounts which are required centers in documents (cash sales and reasonably necessary invoice, provisional appropriate to establish and receipts) an inventory ofbe should maintain products for resale presented toto facilitate retail customers, to other Dynapharm Distributors in adjustments ac- cordingly. their organization, and for personal use and consumption. However, the company strictly BUSINESS MANUAL 
  19. 19. DYNAPHARM INTERNATONAL PHILS., INC. VII. Bonus Buying Prohibited Bonus buying may include but is not limited to the following: Enrollment of a Dynapharm Distributor without the knowledge of an individual or entity concerned is considered fraudulent. Enrollment or attempted enrollment of a non-existent individuals or entitles as a Distributor. Bonus buying represents a substantial violation of this Business Manual that may result to distributorship termination. VIII. IX. Price Change Dynapharm reserves the right to change the prices of any or all of its products and literatures at any time with prior notice. Distributors and Customers Price A Distributor may not sell Dynapharm products below the stated offi- cial Distributor’s price. The company shall provide the current product listings, which is available at Dynapharm HO, Branches and Pick-up Centers. This list (together with any BV assigned to the product) forms the basis for X. BV discounted the Transfers purchase price at which Distributors may purchase Distributorship to another are not Business Volume transfers from one products from the company, and permitted. may assist in product pricing for XI. VALUE ADDED TAX retail (customer) sales. Likewise, a (VAT) Distributor is not allowed to advertise at any price are below Dynapharm products Dynapharm’s suggested retail price. subject to value added and sales tax. When Dy- napharm collects and remits such mandatory taxes, the company shall advise Distributors that such taxes are required to be collected on their behalf. The collection of taxes by Dynapharm  BUSINESS does not relieve 18 the Dis- tributors of their own MANUAL personal responsibility and
  20. 20. DYNAPHARM INTERNATONAL PHILS., INC. Section 5 Advertising, Trademark and Copyrighted Materials Dynapharm is a Multi-Level Company, which uses a more powerful form of advertising than other mass-marketing techniques, the “word of mouth”. The person-to-person contact that you will establish is the most effective means of advertising that you can supplement and support your Dynapharm business. I. Advertising Dynapharm encourages its Distributors to promote Dynapharm prod- ucts and marketing opportunitie Distributors may not use any electronic media advertising materials or s pursuant to appropriate the advertising of Dynapharm or its products on television, radio or the Internet directives without the prior approval of Dynapharm. A Distributor agrees to send any selfproducedand promotional items or materials to the Business Development Dept. for guidelines written approval. issued by Dynapharm may allow a Distributor to use Dynapharm names, logos or the company from copyrighted materials after obtaining prior written permission to trademarks or time to time. These do so. Any advertising misrepresentation contained in a “blind” ad (one in which guidelines neither Dynapharm nor its products is mentioned) may be regarded as a violation are required of these policies. to ensure compliance II. Copyrighted Materials by distributors Dynapharm All as well as by literature, audio tapes, Dynapharm, video tapes, internet with laws materials, and programs that govern are copyrighted by advertising and may be Dynapharm of the duplicated only by BUSINESS products and the prior obtaining MANUAL  opportunity written consent of
  21. 21. DYNAPHARM INTERNATONAL PHILS., INC. III. IV. V . 20 Company Literature Distributors shall actively participate with Dynapharm to notify every- one concerned regarding new information particularly referring Reproduction of these to up- dated policies, materials in part or in whole including but not limited to layout and pictures is not allowed. forms, and brochures, or other literatures. Proprietary should Distributors Names & Trademarks discard obsolete may not use or A Distributor invalid literature and Dynapharm employee name(s), forms. The logos, trade names or trademarks, company is not obligated to or slogans any distinctive phrases reimburse napharm to promote the any used by DyA Distributor Distributor for business prior to filing for a patent, trademark, Inthese Distributor’s shall not obtain, through obsolete materials in copyright, any right, title or interest in or for the ternet domain written receiving thename, or permission the Dynapharm. logos, or trade names of Dynapharm, literature and names, Distributors from trademarks, possession. As Dynapharm changes or abandons any of these names or its products. marks. Distributors automatically are subjected to these changes. Distributors may request the right to use these names or marks on independently produced and non-competitive promotional items that include but are not limited to the following: clothing, jewelry, printed material, posters, audio tapes and the like. Confidentiality of Distributor Lists Dynapharm is determined to protect its distributors and the company from inappropriate and unfair competition. Records of Dynapharm Distributors, activity reports, genealogies, DPC lists and other information about Distributors, whether partial or complete, provided by or originat- ing from Dynapharm or any Distributor may not be reproduced in any manner or method. The Distributor lists are confidential and remain the exclusive properties  BUSINESS of the company. The Distributor MANUAL lists in its present and future form, as may be amended
  22. 22. DYNAPHARM INTERNATONAL PHILS., INC. All Distributors shall regard the Distributor lists confidential and shall not be disclosed by Distributors to anyone or used for purposes other than in the performance of their obligation under the contract. Disclosure of any portion of the Distributor list require Dynapharm written consent under the following condition: Dynapharm may provide, for a fee, uniquely tailored portions of the Distributor lists to distributors, which contains information specific to the distributor who has requested it. And the Distributor’s downline organization. A genealogy is a part of the Distributor’s list confidential and regarded also as a trade secret of the company. Dynapharm may at its discretion provide a genealogy to any Distributor. The Distributor lists are provided for the exclusive and limited use of the Distributor to facilitate the training, support and service of the Distributor’s down line in lieu of his Dynapharm business. Distributors agree that the use of these lists beyond their intended scope constitutes a separate, exclusive agreement between Dynapharm and Distributors. A Distributor requesting a portion of the Distributor lists is subject to the following: To limit the used of the Distributor lists within the intended scope to exclusively advance a Distributor’s related business. To uphold the confidentiality and not to disclose any portion of the distributor lists to any third party, including, but not limited to, existing Distributors, competitors, and the general public. Any unauthorized use or disclosure of the Distributor lists constitute misuse, misappropriation and found in the breach of the Distributor Agreement that may cause irreparable commercial damage to the company. Any violation regarding the use of the distributor lists shall be dealt with accordingly without prejudice to the filing of civil and/or criminal cases related to trade and commerce. That the intended or unintended misuse of these Distributor lists or its portion may be grounds for termination of a Distributorship. BUSINESS MANUAL 
  23. 23. DYNAPHARM INTERNATONAL PHILS., INC. That the provisions under this section shall survive the termination of the Distributor Agreement and the Contract. Dynapharm reserves the right to pursue all appropriate remedies under applicable national and/or local laws to protect its rights to the Distributor lists as proprietary and a trade secret of Dynapharm. VI. VII. 22 Product & Income Claims Distributors are not to make medicinal and/or therapeutic claims for any Dynapharm products nor specifically prescribe Dynapharm products as suitable for the treatment of A Distributor The not misrepresent that the Compensation Plan or any any ailment. shall company does not endorse thehas been approved or endorsed by any governmenDynapharm product use of diagnostic Distributors who use medical devices (whether approved or medical tal agency. or devices in connection with disapproved by a governmental Regulatory Agency) in connection with the sale of Dynapharm products may be subject to disciplinary action. sale of Dynapharm products because false sales offers as to grade, quality, performance, Misrepresentation or such devices suggest the and availability of Dynapharm products are strictly prohibited. diagnosis of spe- cific Similarly, unreasonable the health conditions and or misleading claims of earnings or income poprescriptionstrictly prohibited. Income or Rank guarantees are never altentials are of remedies. lowed nor is the exhibition of actual or copies of commission checks or earning statements without getting prior written approval from the company. Income representations must be honest and based on facts it shall include disclaimers that earnings vary depending on the degree of effort employed. Future Growth Claims Distributors shall not imply nor assert that additional products or services will eventually be added to the products and services currently offered by Dynapharm or that enhancements to the Compensation Plan are  BUSINESS forthcoming or that MANUAL specific territories or
  24. 24. DYNAPHARM INTERNATONAL PHILS., INC. VIII. IX. X. XI. XII. XIII. Product Sales A Distributor may sell or promote Dynapharm products, International materials andSales A Dynapharm opportunities Distributor may also enjoy income from downlines in other only countries. at Dynapharm Sale or Promotion of Non-Dynapharm Products, Opportunities or functions or to Materials prospective A Clients and Distributo Distributors or r shall not Customers. sell, Acts promote, constituting or unfair advertise competition Repackaging Prohibited nonagainst Dynaphar Dynapharm may not alter/change, repackage, sell or distribute Distributors m prod-ized are prohibited. samples of re-labeled Dynapharm products. unauthoructs, Media Inquiries opportunit ies, or ensure To materials accuracy and that consistency of compete information, a with Distributor who Dynaphar receives any General Meeting m inquiry from the & Training Fees products, media not charge fees mass A Distributor shall opportunit for Company-sponsored meetings (whether ies training seminars, services and televisedor or in and materials print) regarding provided (i.e. other materials in any aspect of computer printnewsletter services, company about Dynapharm, its Dynapharm; its outs, etc.) functions op- its products, or portunity and its business or to DisIndependent A Distributor shall products. potential should charge tributors, not likewise other Client and a membership fee for refer distributors such Distributoto in any other program inquiry participation the BUSINESS rs. organization. A Distributor is A or Dynapharm MANUAL  Dynaphar from offering to pay or prohibited Business
  25. 25. DYNAPHARM INTERNATONAL PHILS., INC. purchases of non-Dynapharm products, opportunities, or other materials. Moreover, a Distributor shall not hinder or refrain any other Distributor from attending any Dynapharm-sponsored events. XIV. 24 Fair & Special Events Distributors, who want to participate in trade fairs, exhibit shows and other related events should seek a written approval from Dynapharm. Such requests should be received two (2) weeks prior to the show and that the approval must be received before participating in the trade show. Company products and opportunities are the only products/opportunities that may be offered in the trade show booth and that only Company approved and produced marketing materials may be displayed or distributed. Distributors should not display or advertise Dynapharm products at supermarkets, drug stores, health food stores and flea markets.  BUSINESS MANUAL
  26. 26. DYNAPHARM INTERNATONAL PHILS., INC. Section 6 I. II. III. IV . Distributor Compensation & fees Compensation and Fees A Distributor is compensated in conformity with Dynapharm’s Compensation Plan. The Rank Advancement subsequent policies outline the guidelines for responsible in meeting the monthly requireA Distributor is completely ments as of Distributor payment follows: earnings and PGBV the PSBV under Compensation Plan and Rank and ap- plicable fees charged Any other program qualifications are required. to Distributors. Dynapharm is neither obligated nor would be guarantee or assure that a Distributor can meet the qualification requirements of the Compensation Plan. Guarantees for Earnings A Distributor is neither guaranteed a specific income nor assured a specific level of profit or success. A Distributor’s profit or success can come Minimumvarious means through Monthly Compensation Check like retailsotherwise and stores, use, predetermined by Unless Dynapharm consumption and of minimize pro- cessing to Dyand handling costs, Dynapharm shall not napharm products by other Distributors within the process and/or prepare monthly check for Distributor’s down line.Should a Distributor amounts below US$25. be en- titled to a commission payment of less that the previously stated amount, this amount shall then be credited as a bonus voucher. BUSINESS MANUAL 
  27. 27. DYNAPHARM INTERNATONAL PHILS., INC. V . Commission Checks Payment Commission checks shall be mailed every month specifically on or before the twentieth (20th) day of the following month in which the commission Commission checks if the 20th is earned. However,issued to joint applicants in a distributorship will be day falls the names of the or a two applicants listed on the Distributor issued in on a weekend first Agreement. Without mission holiday, the com-prejudice to Dynapharm’s right of termination, the payment of a Distributor’s check shall be sent on the first commission may also be suspended if a Distributor is found business day thereafter. in violation of any provisions in the contract. Commission checks can be personally released to the concerned Distributor in whose name appears on the Check. If the Distributor is unable to personally claim his/her commission check, he can send an authorized person to do so along with his duly signed authorization letter. Any con- sequence that may lead to the check released to the Distributor Represen- tative, the company should not be held liable. VI. Debiting of Commission Checks Distributor’s commission checks may be debited or placed on hold for any amount that the Distributor owes Dynapharm. A Distributor cannot use another VII. Check Replacement Distributor’s commission check in Upon purchasing his/her per- sonal request, Dynapharm orders. may issue check replacement for lost or sto- len check. If a lost/ stolen check VIII. has been encashed, a Returned or Unclaimed check service fee makes every effort Dynapharm of ten percent (10%)that the of Distributors to ensure would value their commission checks receivewill be chargedon time. However, when to the checks distributor. Rea commission check has been placement and known address sent to the last stop payment returned to Dynapharm requests but was will not be honored because a Distributor has until ten moved without (10)forwarding a 26  BUSINESS business or address, days after MANUAL the check has been the check or not presented for returned was issued.
  28. 28. DYNAPHARM INTERNATONAL PHILS., INC. Section 7 I. II. III. General Provisions Amendments Dynapharm reserves the right to amend this Business Manual, product brochures & other Arbitration literatures, its wholesale allor Any and suggested disputes arising out retail prices, of product or availabilityto relating and these formulations, documents and termsbeof shall the resolved and Compensation determined Plan as it by deems arbitration appropriate. in Non-Waiver accordance Amendments Provisions under will thehas Dynapharm be the right communicate national andany right or to exercise d di- rectly tothe provilocal under power laws. all of the Contract and The sions Distributors or to insist decision of its entirety through the upon strict an compliance The any appropriateobligation or any particular default by a distributor shall arbitrator(s) with company’s waiver of Dynapharm impair Dynapharm’s right with respect to any subsequent shall be final not affect herein by the provision or publication or it affect in any way the rights or obligations of any and binding will default, nor Distributor. Waiver by other distributors. Norbe means. on all Dynapharm can only will any delay or omission by the company to parties. Thethrough Amendments right arising from default affect or impair Dynapharm’s exercise effective any a are effective or any subsequent default. Distributor that written authorization of rights as to and authorized officer(s) shall binding file the on the company. demands for of all DistribBUSINESS utors when arbitration issued. within MANUAL  60 days of the occurrence of the event or action, which is the subject of
  29. 29. DYNAPHARM INTERNATONAL PHILS., INC. IV. Limitation of Damages To the extent allowed by law, Dynapharm and its affiliates, officers, directors, employees and other Distributors shall not be liable for and the Distributor hereby releases the foregoing from, and waives any claim for loss of profit, incidental, special, consequential or exemplary damages, which may arise out of any claim whatsoever relating to Dynapharm’s performance, non-performance, act or omission with respect to the busi- ness relationship or other matter between the Distributor and the com- pany whether sounding in contract, fort or strict liability. Furthermore, it is agreed that any damage to the distributor shall not exceed, and is hereby expressly limited to, the amount of unsold Dynapharm product(s) owned by the Distributor, which were directly purchased thereby from Dynapharm and any commissions or bonuses due. Record Keeping Dynapharm encourages all of its Distributors to maintain complete and accurate records of their business transactions. These documents (i.e. re- ceipts, invoices) will be of great use especially for the settlement of dispute like wrong volume entries, commission complaints and the likes. 28  BUSINESS MANUAL
  30. 30. For more information, contact your Sponsor DYNAPHARM INT’L. PHILS., INC. Unit 1202 & 1207 12th Floor, RobinsonEquitable Tower, ADB Ave. corner Poveda St., Ortigas Center, Pasig City Tel. Nos.: (632) 637-2618-20 • (632) 6874282 Fax No.: (632) 6372616