2 code of ethics for consultants of tian de

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2 code of ethics for consultants of tian de

  1. 1. 1 Code of Ethics for Consultants of TianDe Сorporation Each Consultant of TianDe Corporation shall adhere to the following Business Principles. • Consultant shall always and everywhere comply with terms of registration and the Code of Ethics for Consultants of TianDe Сorporation in word and deed. • Consultant shall adhere to a common pricing policy. • Consultant knows the products of Corporation and shall use it to carry conviction in its recommendations to others. • Consultant shall provide complete and accurate information about the products and business of Corporation and shall refrain from exaggerations and false statements about the product efficacy and potential income. • Consultant shall refrain from putting pressure on potential customers and Consultants, and shall respect their right to making independent decision about the value of the information provided and the cooperation with Corporation. • Consultant shall conduct business for profit in such a way that the people with whom it works will be able to make profit as well. • Consultant shall use all its skills to teach and inspire to those whose Sponsor he is. Consultant shall perform all the obligations assumed in relation to its Consultants and customers. • Consultant shall be attentive and take kindly to all Consultants, regardless of their rank and whether they are members of its structure or not. • Consultant shall be loyal to its business colleagues (shall not re-execute Consultants). • If there are any disagreements, Consultant shall try to resolve them in keeping with the spirit of understanding and justice for everyone. • A Consultant who is a Sponsor shall bear a moral responsibility to ensure that all of the Consultants in its Structure are aware of the Code of Ethics for Consultants of TianDe Сorporation. • Consultant shall do business honestly, and shall realize that its behavior, words and actions can lead to various consequences. TABLE OF CONTENTS I. Notions and terms II. Principal provisions 1. Consultant registration in TianDe Сorporation 2. Regulation of the activities of spouses and relatives 3. Change of Sponsor 4. Cancellation of registration 5. Obligations of Consultants who are Sponsors 6. Transfer of rights and obligations associated with the activities of Corporation 7. Re-execution 8. Consultant's Bonus Rebate 9. Operating stability of Structures 10. Cooperation with other companies 11. Confidentiality and non-disclosure agreements 12. Promotion and information events 13. Rules of conduct in Dealerships and Service Centers 14. Violation of the TianDe Code of Ethics. Sanctions 15. Amendment of the Code of Ethics and other regulations of Corporation
  2. 2. 2 I. Notions and terms Consultant (Distributor) shall mean an individual or a legal entity holding a registration number from the TianDe Copyright Holder through authorized Service Centers or Dealerships or online registration, which has entered into an agency agreement with the Service Center or the Dealership and operates in accordance with applicable law and the Code of Ethics for Consultants of TianDe Сorporation. Registration Number (ID) shall mean a number for computer recording assigned to Consultant during the registration in the Uniform Information Center of the TianDe Copyright Holder. Each Consultant can have only one Registration Number. Information Sponsor (Sponsor) shall mean a Consultant who has engaged another Consultant in person. Structure shall mean all the Consultants in the Sponsor's organization to the last level, arranged in a hierarchical order. 1st Generation Consultants together with their organizations form branches of the Sponsor's organization. The number of branches in the organization corresponds to the number of Sponsor's 1st Generation Consultants. Personal Volume (PV) shall mean purchases made by the Consultant in person during the month. It is considered when assigning a Rank and calculating the Bonus Rebate. It is a monthly indicator. Structural Volume (SV) shall mean the sum of Sponsor's PV and PVs of all Consultants in its Structure regardless of Generation in which they are located. It is a monthly indicator. Generation (Level) shall mean position of Consultant in the Structure from Sponsor's perspective. Consultant for which another Consultant is an Information Sponsor shall be deemed to be its 1st Generation. Accordingly, a Consultant whose Information Sponsor is a 1st Generation Consultant shall be deemed to be a 2nd Generation Consultant, and so on. Point (P) shall mean a standard unit of measurement of value of the goods for which the Bonus Rebate will be accrued. Rank (Status) shall mean an indicator to show the Consultant's career progress. Ranks: VIP Client, Trainee, Instructor, Associate, Master, Manager, Director, Silver Director, Gold Director, Pearl Director, Ruby Director, Sapphire Director, Emerald Director, Diamond Director. Bonus Rebate (BR) shall mean a monthly fee awarded to an active Consultant in accordance with the Uniform Sales Promotion System. It may be awarded in the form of an agency fee or a commission fee. If Consultant is a subject of entrepreneurial activity, it can take full advantage of the benefits provided by the Uniform Sales Promotion System (the TianDe marketing plan). If Consultant is only a product consumer, its benefit shall be limited to the opportunity to purchase products at a discounted price and the Bonus Rebate shall be recognized in the product price. Consultant Price shall mean the price of products at which Consultants acquire the products regardless of Rank. Retail Price shall mean the price of products as recommended by the TianDe Copyright Holder for selling to customers. Additional surcharge to the Consultant price shall be 54%. This is a fixed price for consumers. Regional Surcharge – the TianDe business community shall adhere to a common pricing policy. Subject to the territorial remoteness and complexity of product transportation, the TianDe Copyright Holder shall have the right to recommend the percentage by which it is possible to increase the Retail Price. Online Office (Personal Account) shall mean a personal web office of Consultant to indicate the work (PV, SV, Rank) of each Consultant in its Structure (http://my.tiande.ru/login). Service Center (SC) shall mean a legal entity or an individual entrepreneur that distributes products under TianDe trademarks and provides Consultants and consumers with a full range of TianDe products and publications. A Service Center that has entered into a franchise contract (franchise agreement) with the Copyright Holder and complied with all the terms of this contract shall be deemed to be a TianDe Dealership. TianDe Uniform Information System (UIS) shall mean a Copyright Holder's structural unit to consolidate and processing information on procurement of Consultants in all TianDe Dealerships and Service Centers which have entered into franchise contracts with the Copyright Holder and obtained the Copyright Holder's written permission to use TianDe business systems and sell products under TianDe trademarks. Settlements shall be made in accordance with the Uniform Sales Promotion System (the
  3. 3. 3 TianDe marketing plan). The result of the settlements shall be the amount of agency fees paid to the TianDe Consultants by Dealerships and Service Centers based on the results of the reporting period. II. Principal provisions 1. Consultant registration in TianDe Сorporation 1.1. Procedure for registration 1.1.1. Any person that is fully capable under the laws of the country of its residence can become a Consultant. 1.1.2. To become a Consultant of Corporation, one need to register at www.tiande.ru or fill out the application form on paper and forward it to administrator in any Dealership or Service Center. 1.1.3. Consultant registration shall be subject to filling out the Sponsor section in the application form by applicant. 1.1.4. The application form must be filled out by applicant without any errors. If it is filled out with errors that have led to the fact that the applicant is registered in the Structure of another Sponsor, recalculation of the BR shall not be done. Applicant must report to the UIS about these errors and apply for correction of these errors in the application form in accordance with clause 1.3. 1.1.5. In cases where applicant applies directly to the UIS with no Sponsor recommendation, the UIS shall have the right to register the applicant in any existing Structure. 1.1.6. At the time of registration of the form, applicant must not have any other forms with unexpired term of registration. In the case of execution of the application form by a Consultant who has already registered in Corporation, the last registered application form shall be canceled, and the Consultant shall be subject to sanctions provided for in clause 14. 1.1.7. An application form filled out on the traditional paper form must be signed by applicant in person. If it is not signed by applicant in person, or in the absence of such signature, the application form shall be invalid. 1.1.8. When filling out the application form, applicant is advised to specify the Consultant who first invited the applicant to cooperate and spoke about possibilities of Corporation as Sponsor. However, before signing the application form, the right to final selection of Sponsor shall rest with applicant. 1.1.9. In the event applicant relatives have been previously registered in Corporation, the selection of the Sponsor shall be made in accordance with clause 2. 1.1.10. Corporation reserves the right to refuse the applicant in registration of the form. 1.2. Consultant's warranties Applicant's concealment of any data that prevents its registration in Corporation shall be deemed a breach of provisions of the Code of Ethics and terms of registration. Any person who signed the application form, thereby confirms, represents, warrants and undertakes that during the time of registration in Corporation and for the period of registration validity, it: 1.2.1. Meets all the requirements specified in section 1.1. 1.2.2. Is entitled to register the application form in accordance with its terms and applicable law. 1.2.3. Is not engaged in activities that are contradicting with the Code of Ethics or violate terms of registration. 1.2.4. Will not cause any damage to Corporation. 1.2.5. Has provided accurate information about itself in the application form. 1.3. Correction of errors made during registration 1.3.1. If the application form is filled out with errors in the Consultant's personal data (for example, its name, address, telephone numbers, etc.), then to correct these errors one needs to use the Profile section in the Personal Account or file to the TianDe UIS an application for the correction of errors made during registration. 1.3.2. If the application form is filled with errors that have led to the fact that the Consultant is registered in the Structure of another Sponsor, it may, within 30 days of the date of registration, file to the TianDe UIS an application for the correction of errors made during registration, certified by the signature of a Sponsor specified at the time of filling out the form, and an upline Sponsor with the rank of Ruby Director or higher. The UIS will make the appropriate correction on the basis of the filed application. 1.3.3. The application for the correction of errors made during registration may be filed to the TianDe UIS in person or by email at: transfert@tiande.ru.
  4. 4. 4 2. Regulation of the activities of spouses and relatives 2.1. Procedure for registration and activities of the spouses 2.1.1. Married spouses may be registered with one family application form with one registration number or in individual application forms. In this case, the first spouse who was registered in Corporation will be deemed to be the Sponsor of the other spouse. 2.1.2. To execute the family application form, Consultants must fill out the application form and append it with the following documents: copies of passports of both spouses and a copy of the marriage certificate. 2.1.3. The first Consultant registered in the family application form shall be called the first owner of the application form. The second Consultant registered in the family application form shall be called the second owner of the application form. 2.1.4. A married Consultant who signs the application form should be aware that any actions taken by its not registered spouse in the framework of Corporation business will be deemed to have been done by its request and authorized by it. Thus, the spouse registered in Corporation shall be liable for any activity contrary to the Code of Ethics, as performed by a spouse who is not a Consultant of Corporation. 2.1.5. Spouses may not have different Sponsors or operate in different Structures. If Corporation becomes aware that the form filed for registration contains false information in the respect that the applicant is not married, or his or her spouse is not a Consultant, this application form shall be deemed invalid and the applicant will be refused registration. 2.1.6. If two Consultants, each of which conducts business with Corporation in different Structures get married, they have the right to maintain their registration numbers and their Structures or to continue operating in the same Structure, but their Structures are maintained in the old lines of Sponsors (i.e., one spouse leaves the Structure in the former sponsorship branch). 2.1.7. Terms of the Uniform Sales Promotion System (the TianDe marketing plan) for family application forms and for Consultants are the same. 2.1.8. Upon reaching the Rank of Director, Consultants with a family form are awarded two certificates of Rank achievement and two merit badges. Both owners of the application form become Rank owners. 2.1.9. If the spouses operate under individual registration numbers, the results of activities of each of them will be considered individually. 2.1.10. Divorce/dissolution of partnership In the case of divorce of spouses (dissolution of partnership) registered in a family application form, the Consultant must file a statement to the UIS and append a copy of the divorce certificate (in case of dissolution of the marriage). One of the owners of the family application form after its termination is entitled to re-register with Corporation in any sponsorship branch and at any time. The existing Structure shall be indivisible under the registration number of the family form. The Consultant who filled out a new application form shall be deemed to be a newcomer; Rank and BR of the family application form shall not be preserved by it. 2.1.10.1. If, during termination of the family application form spouses can reach mutual agreement on ownership of the form, one of them may retain the registration number, and the second Consultant, who declined in favor of the first Consultant shall have the right to fill out a new application form and obtain his or her ID. 2.1.10.2. If, during termination of the family application form the spouses do not reach mutual agreement, the registration number will be assigned to the first owner of the application form. 2.2. Procedure for registration and activities of relatives 2.2.1. Close relatives of Consultant (parents and children) may be registered in Corporation, but the registration is made in the same Structure at the level below. 2.2.2. In exceptional cases registration of close relatives (parents, children) may be done in different sponsor branches, and the relatives must obtain permission from the UIS 2.2.3. If the UIS becomes aware that the form filed for registration contains false information in the respect that the applicant is not a close relative of the Consultant, this application form shall be deemed invalid and the applicant will be refused registration. 3. Change of Sponsor 3.1. A Consultant who has expressed a desire to change the Sponsor shall submit to the UIS a written application with its grounds (facts and events) to indicate the need to change the Sponsor. The application shall be appended by: a written consent of all upline Sponsors of the Structure, and a written approval consent of the new Sponsor.
  5. 5. 5 3.2. The entire Structure created by the Consultant who changed the Sponsor shall remains in the same Structure of the first Sponsor. 3.3. The decision to change the Sponsor shall be taken in each case individually. 3.4. The UIS shall have the right to unilaterally refuse the Consultant to change Sponsor, if it deems the grounds presented insufficient. 3.5. In special cases where Consultants and their Structures have no Sponsor, the UIS shall have the right to assign them to other Sponsors in the same Sponsor Structure, with the consent of all upline Sponsors on special terms. 4. Cancellation of registration 4.1. Cancellation (expiration) of registration 4.1.1. Registration shall be canceled automatically if no purchases of products of Corporation are made for three consecutive months of the date of registration. After cancellation, a person may re-register with any Structure and any Sponsor and at any time. 4.1.2. If at least in one of the first three months, including the month of registration, the purchases were made, further cancellation shall be made automatically if no purchases are made on the registration number for six consecutive months. 4.2. Cancellation of the application form on the initiative of Consultant 4.2.1. Consultant shall have the right at any time to cease its operation, by giving a written notice to the UIS. 4.2.2. The Consultant's application form shall be canceled within one month after the application is filed. 4.3. Cancellation of the registration on the initiative of Corporation 4.3.1. Corporation may cancel the Consultant's application form on its own initiative, if the Consultant is in breach of the terms of registration and the Code of Ethics. 4.3.2. If the cancellation of the Consultant's application form is initiated by Corporation, the Consultant shall have no right to demand any payment or compensation from Corporation. 4.4. Immediately after the cancellation of the application form the Consultant shall cease their activities, as well as the use of trademarks, brand names, trade names, labels, logos, and other intellectual property of Corporation. 4.5 In the event of termination of cooperation with Corporation the Consultant's structure will be transferred to the upline Sponsor. 4.6. Resumption of cooperation with Corporation. 4.6.1. The Consultant who ceased cooperation with Corporation on the grounds specified in clause 4.1 may re-register with Corporation at any time. 4.6.2. The Consultant who ceased cooperation with Corporation on the grounds specified in clauses 4.2 or 4.3 may re-register with Corporation not earlier than six months of the date of cancellation of the Consultant's registration. 4.6.3. Spouse and/or close relative of the Consultant who ceased cooperation with Corporation on the grounds specified in clauses 4.2 or 4.3 may be re-registered with Corporation not earlier than six months of the date of cancellation of the Consultant's registration. 4.6.4. The UIS reserves the right to refuse to re-register or to extend the time within which the registration is not permitted if: • it becomes known that during the absence of purchases (inactivity) Consultant purchased products at a Consultant's price for personal use, sold products, was engaged in sponsorship or was looking for applicants for Consultants; • if the Consultant ceased cooperation with Corporation on the grounds specified in clause 4.3. 4.6.5. With the resumption of Consultant's cooperation with Corporation, the Structure previously established by it shall not be returned. 5. Obligations of Consultants who are Sponsors Consultants who are Sponsors shall: 5.1. Present the terms of registration, the Code of Ethics, the rules for filling out the application form to applicants invited for cooperation. 5.2. Make every effort to ensure that Consultants within its Structure observe the terms of registration and the Code of Ethics, as well as applicable legal requirements.
  6. 6. 6 5.3. Train and motivate Consultants within its Structure in accordance with recommended technologies of Corporation. 5.4. Communicate with Consultants within its Structure on a continuing basis. 5.5. Lead Consultants within its Structure by example, in compliance with the terms of registration and the Code of Ethics. 6. Transfer of rights and obligations associated with the activities of Corporation 6.1. Transfer of rights and obligations by succession 6.1.1. In the event of death of the Consultant its rights and obligations (associated with the activities of Corporation) will be transferred by succession in accordance with the laws of the country in which the Consultant resided. 6.1.2. The term for the transfer of rights and obligations to successors shall be six months of the death of the Consultant. To execute the succession, successors shall provide the UIS with the following documents: • Successor's application to indicate its intent to cooperate, certified by the Sponsor and an upline Sponsor in the Rank not lower than Ruby Director; • A copy of the Successor's passport; • A copy of the application form on the deceased Consultant; • A copy of certificate of death of the Consultant; • A copy of a document to certify the kindred relationship between the Consultant and the successor. 6.1.3. In case of refusal to have rights and obligations of the Consultant by succession or non-acceptance of inheritance of the deceased Consultant its registration shall be canceled within six months. The Structure established shall be transferred to the immediate Sponsor of the deceased Consultant. 6.2 Cancellation of the registration number on the initiative of Consultant 6.2.1. Any Consultant may transfer its registration number to another person. 6.2.2. To do this, the Consultant shall file to the UIS an application on the transfer of rights and obligations to another person with indication of the grounds for the transfer of registration number and information about the new owner of the application form. 6.2.3. The UIS shall review the Consultant's application on its intention to transfer the rights within 15 business days. The UIS shall be entitled to grant the application of the Consultant or refuse the transfer of rights and obligations to another person, if it deems the grounds presented insufficient. 6.3. Requirements to the new owner of the application form When Consultant's rights are transferred to another person, a special agreement shall be concluded between the Consultant, the new owner of the application form and Corporation (in case of the transfer) or between the new owner of the application form and Corporation (in the case of transfer of a registration number by succession). 6.3.1. The new owner of the application form must have the necessary knowledge about Corporation, the key business technologies of Corporation, and the Uniform Sales Promotion System. 6.3.2. The new owner shall assume responsibility for the management, motivation and training of the Structure transferred by the Consultant. 6.3.3. The new owner agrees to comply with all the obligations associated with business activities of Corporation, as described in the Regulations and the Code of Ethics of Corporation. 6.3.4. The new owner shall maintain and increase turnover of the transferred Structure of the Consultant. 6.3.5. After six months of the acceptance of rights and obligations associated with the activities of Corporation, the new owner shall close the new Rank (to the rank of Consultant whose registration number is transferred) or help the Consultant engaged by it in person to achieve the Rank of Director). 6.3.6. After six months of the acceptance of rights and obligations of the Consultant, its successor shall provide the UIS with written consent of Consultants of the transferred Structure to work with new Sponsor. If such consent is not provided, the transferred Structure will go up to the upline Sponsor. 6.3.7. The new owner of application form whose Rank after the first month of cooperation with Corporation is Gold Director or higher shall spend 20% of the BR for motivation of the Structure each month for six months following the acceptance of the rights and obligations of the Consultant. 6.3.8. The provisions of clause 6.3 shall apply to the successor who receives the rights and obligations of the Consultant in all cases of a transfer of rights and obligations.
  7. 7. 7 This time limitation has been introduced so that the new owner is able to become fully qualified in accordance with its Rank, and to confirm its personal influence on the growth and development of the Structure, rather than its use of achievements of the Consultant, who transferred the rights. If the new owner of the application form fails to meet the requirements specified in clause 6.3, then following the six calendar months of the date of transfer of rights and obligations to the new owner Corporation shall have the right to carry the transferred Structure to the upline Sponsor. 6.4. The UIS may refuse the transfer of Consultant's rights and obligations to successor. 6.5. Merit badges and certificates awarded to the Consultant for the achievement of the Director Rank or higher Rank, and any Ranks achieved by the Consultant shall not be transferred to the new owner of the application form. 6.6. The right to receive new badges and certificates showing the Rank of Director or higher Rank achieved is granted to the new owner of the application form after one calendar year of the date of the transfer of Consultant's rights and obligations to it. 7. Re-execution 7.1. Re-execution is a re-registration of Consultant in case of a registration number with unexpired term of registration, indicating the new Sponsor, or in violation of clause 2 of these rules. 7.2. Application for registration of a spouse and/or a close relative of Consultant in other Structure shall be qualified as re-execution. 7.3. Taking action qualified as re-execution is prohibited by Corporation. 7.4. Claims of re-execution may be submitted to the UIS in writing within six months after the action qualified as re-execution was taken. Claims submitted after this period will not be considered by the UIS. 7.5. When information about Consultant re-execution is submitted, the TianDe UIS shall investigate the matter. In the event the re-execution is confirmed: • The application form filed for re-registration shall be deemed invalid; • The re-registered form shall be canceled on the initiative of Corporation; • The established Structure of the person who caused the re-execution shall be transferred by the UIS to the previous Sponsor; • The application form of a close relative and the group established by it shall be transferred to a previously registered relative; • Those in breach may be subject to sanctions provided for in clause 14. 8. Consultant's Bonus Rebate 8.1. Consultant's Bonus Rebate is determined by the Uniform Sales Promotion System. 8.2. According to the general rule, Consultant will be paid its fees in the Dealership or Service Center where the biggest part of its Structure is serviced. By mutual agreement, and under special circumstances (geographical location, the lack of structure in their own place of residence, etc.), in agreement with the Copyright Holder the Consultant may be paid fees in a Service Center selected on other grounds. In this case, it has the obligation to participate in the turnover of the Service Center. Methods of fee payment may vary in different countries depending on the applicable law. 8.3. Information on the size of the Bonus Rebate the Consultant can be checked in the Personal Account on the TianDe website. 8.4. A Consultant who acquires TianDe products for personal consumption shall have the opportunity to use the BR when buying products (as an extra discount). 9. Operating stability of Structures 9.1. Maintaining operating stability in Structure established by Consultant is a priority for all members of the TianDe business community. 9.2. Corporation and each of its Consultants cannot guarantee the absence of fluctuation of consumers or Consultants because of market volatility. 9.3. Consultant shall not take any action aimed at dissolution of Structures or interfere with the activities of other Structures: • Coerce or make proposals to Consultants of other Structures to join its Structure; • Coerce or make proposals to Consultants to cease their cooperation with Corporation; • Engage an applicant who has been engaged by another Consultant;
  8. 8. 8 • Discourage an applicant who has been engaged by another Consultant from cooperating with Corporation; • Make Consultants of other Structures commercial and business proposals associated with activities of Corporation or other companies; • Coerce or encourage other Consultants to violate the terms of registration or the Code of Ethics. 9.4. In order to maintain stability in Structure, Corporation prohibits reshuffling Consultants within the Structure. 10. Cooperation with other companies 10.1. Consultants may combine their cooperation with Corporation with activities performed for other companies. Corporation Consultant with the Rank of Director or higher Rank may combine their cooperation with Corporation with activities performed for other companies, save and except companies using the method of network marketing and direct sales. A Consultant who is engaged in any other activity should perform it separately from the business of Corporation and shall have no right to use Dealership or Service Center premises purposes not related to TianDe activities. 10.2. Consultant may not use the Structure, the line of Sponsors, Dealership or Service Center to promote products of other organizations. 10.3. If Consultant is in breach of the prohibitions contained in clauses 10.1 or 10.2, the UIS shall have the right to cancel its registration. 11. Confidentiality and non-disclosure agreement 11.1. Consultants shall adhere to the rules of non-disclosure and confidentiality with respect to information of Corporation classified as trade secrets and service information, and personal data of other individuals cooperating with Corporation, as follows: • To author's materials; • To confidential and private business information of Corporation; • To information about the Sponsor, which discloses opens or is relevant to all parts of the sponsorship organization within the business with Corporation, including all lists of branches of Consultants and all information about them; • To information about Personal and Structural Volumes of Consultants, their income and other financial data; • To data about personalities of Consultants in Corporation and contact information of Consultants. 11.2. Confidential information may be accessed by Consultant in its Personal Account on the TianDe website. Confidential information is trade secrets and proprietary information owned by Corporation exclusively. This information is provided in strict confidentiality and is available with a single purpose – to help Consultants to work with their Structures in the development of their business associated with the business of Corporation. Consultant and Corporation recognize this fact generally, but pursuant to this confidentiality and non-disclosure agreement, Corporation does not provide any confidential information to Consultants. 11.3. For the purposes of protection of confidential information, Consultants shall not have the right, on their own behalf or on behalf of another individual, corporation or other legal entity, to: • Directly or indirectly disclose any confidential information to any third party; • Directly or indirectly disclose the password or other access code to its Personal Account to any third party; • Use any confidential information in the process of competition with Corporation or any other purpose contrary to business development of Corporation. 11.4. Consultants shall have a non-exclusive and non-transferable right to use information of Corporations it has been provided only when it is necessary for them to promote the business in Corporation. 11.5. Consultant shall not compile or cause compiling of any lists with any confidential information by Corporation unless Corporation has authorized it to do so. 11.6. If Consultant intentionally or by negligence disclose confidential information of Corporation to a third party, it shall immediately notify Corporation of this fact, take all necessary measures to prevent further disclosure of the information by the third party and oblige that third party to sign this confidentiality and non-disclosure agreement for the benefit of Corporation.
  9. 9. 9 11.7. In case of cancellation of an application form the Consultant who holds documents containing confidential information of Corporation shall return the documents to Corporation. 11.8. The confidentiality and non-disclosure agreement shall be valid for the duration of the Consultant's application form, and after cancellation of registration. 11.9. Consultant of Corporation shall collect, store, process, use, and take other actions with respect to personal data in accordance with the laws of the country of its residence. 11.10. Disclosure of confidential information of Corporation, except when it is authorized shall result in significant and irreparable damage to Corporation, and in this connection Corporation reserves the right to file a lawsuit against the person who caused the disclosure, for compensation for the damage, and to take other action in accordance with applicable law. 12. Promotion and information events 12.1. Promotional materials produced and distributed by Corporation may be used (without the right to reproduce or replicate) by Consultants without prior permission of Corporation. 12.2. In agreement with Corporation, Consultant shall have the right to organize and participate in promotion and information events to promote its business. 12.3. Corporation has its official website on the Internet: www.tiande.ru. The official web-site presents information about Corporation, its products, proposals for Consultants, and business information for those who cooperate with Corporation. Consultants will have Personal Accounts on the TianDe website, which can be accessed using registration number and password. Corporation recommends to use the website to access official and operational information. 12.4. The authorization of Corporation to conduct promotion and information events and the use of intellectual property of Corporation in the events may be withdrawn at any time by written notice. 12.5. Consultant shall not be entitled to give any interviews on behalf of Corporation in printed, electronic or television media (the media) or place any advertising in the media or on the Internet, without the prior written consent of Corporation. A Consultant who intends to hold an advertising campaign must submit a written request to Corporation for approval of its intention together with a copy of the proposed advertisement type or advertisement layout. 12.6. Consultant shall not have the right to produce or replicate advertising, information or reference materials and/or documents related to Corporation and its products, business in a printed, audio, video or electronic media without the prior written approval of the form and content by Corporation. 12.7. Digital support for the media (YouTube, iTunes) Consultants may upload, submit or publish video, audio or photo material associated with the activities of Corporation unless the material contravenes the values in the Code of Ethics, other regulations of Corporation and applicable law. All those material should clearly identify the person that publishes it as Consultant of Corporation directly in the content and in the description, subject to all copyright, and should also include a statement that Consultant is solely responsible for the content of the material published. Consultants may not upload, submit or publish material (video, audio or any computer files) received from Corporation or taken at its official events or places owned or managed by Corporation, without prior written consent of Corporation. Consultants may upload, submit or publish video, audio or photos that contain pictures of other Consultants only with the prior written permission of these persons. 12.8. Respect for privacy When posting to social networks, Consultant shall always respect the privacy of third parties. Consultants shall not be entitled to retail rumors or gossips about third parties or Corporation. Consultants may not indicate names of other individuals or legal entities in such messages unless they have written permission of the individual or legal entity that is the subject of the message. 12.9. Prohibited content Consultants may not publish or have anything to do with publications or materials that: • Are sexually explicit, obscene, or pertain to pornography; • Are abusive, profane, threatening, harmful, defamatory or discriminatory materials (or, related to nationality, race, ethnicity, religion, gender, sexual orientation, physical disability, and so on); • Are associated with acts of violence (this also applies to violent images in video games); • Are derivatives of any illegal conduct; • Are related to attacks on an individual, a group of individuals or a legal entity; • Violate any rights to the intellectual property of Corporation or any third party.
  10. 10. 10 12.10. Response to negative feedback Consultant shall not engage in dispute with those who provide negative feedback on other Consultants or Corporation. By responding to this negative feedback, Consultant nurtures the subject of the dispute and does not adhere to those high standards asserted by Corporation and harms its reputation. 13. Rules of conduct in Dealerships and Service Centers Maintaining the business environment and corporate culture in any Dealerships and Service Centers is a key to success of Consultants of Corporation. In the premises of Dealerships and Service Centers, it is prohibited to: 13.1. Sell and advertise products and services of other companies. 13.2. Sell and advertise any goods, products or training materials not provided by Corporation. 13.3. When making contact with Consultants of other Consultants, make changes to the program for the use of products or business build program recommended by their Sponsor. 13.4. Start any rumors that may adversely affect the reputation or the atmosphere among the members of the Structure of another Consultant. 13.5. Take any action that results in the fact that an applicant of other Sponsor is registered with the Structure of a Sponsor who did not invite the applicant to Corporation. 13.6. Take inappropriate action in respect of employees of Dealerships and Service Centers or other Consultants of Corporation (insults, rudeness, intemperance of expression, or coarse language). 13.7. Require employees of Dealerships and Service Centers to take actions outside their official duties. 13.8. Disturb public order (talk loudly, be in the premises of Dealerships and Service Centers under the influence of alcohol, use physical force when getting into argument with employees or visitors of Dealerships and Service Centers, etc.) 13.9. Eat, drink alcohol, take drugs or toxic substances in the premises of Dealerships and Service Centers. 13.10. Interfere with customer/Consultant service processes by employees of Dealerships and Service Centers. 13.11. Break the operating schedule established for a Dealership or a Service Center. 13.12. In case of violation of clause 13, the UIS shall have the right to apply sanctions provided for in clause 14. 14. Violation of the TianDe Code of Ethics. Sanctions 14.1. Consultant shall timely provide to Corporation any information in respect of any violations by other Consultants that are real, potential or threatening the Code of Ethics. 14.2. If the UIS becomes aware that a violation of the Code of Ethics by Consultant has occurred, will occur, or may occur, then Corporation will be entitled to inspect and request an explanation from violator and its Sponsor. 14.3. For the time of the inspection, the UIS shall remove the Consultant from the Uniform Sales Promotion System. 14.4. Following the results of the inspection, Corporation will decide on applying sanctions to the violator and inform it, its Sponsor and upline Sponsor with the Rank of Director or higher Rank of the decision. 14.5. Consultant waives any and all claims against Corporation caused by any actions taken by Corporation, or sanctions imposed for breach of the terms of registration and the Code of Ethics by Consultant. Consultant shall not lodge claims against Corporation for cancellation of registration or withdrawal of its Sponsor rights. 14.6. Sanctions 14.6.1. For breach of the Code of Ethics by Consultant – removal of the Consultant from the Uniform Sales Promotion System for the duration of one reporting period. 14.6.2. For repeated breach of the Code of Ethics – cancellation of the Consultant's registration on the initiative of Corporation. 15. Amendment of the Code of Ethics and other regulations of Corporation 15.1. Corporation shall have the right to amend terms of application form, the Uniform Sales Promotion System, the Code of Ethics and regulations of Corporation by posting the information about such amendments on the TianDe website.
  11. 11. 11 15.2. Corporation reserves the right to change prices of products, number of points per product, to set prices for products, to hold promotion events, and to modify the range of products. Corporation will notify Consultants of the said changes and promotions by posting the information at the website. Also, this information can be found in Dealerships and Service Centers. Corporation shall not compensate for any losses incurred as a result of making these changes, as well as of shortage of products in Dealerships and Service Centers. 15.3. Corporation shall notify the Consultant of changes and promotions referred to in clauses 15.1 and 15.2 by sending them newsletters to email addresses provided during registration in Corporation. 15.4. All changes shall take effect on the date specified in the newsletters of Corporation. 15.5. Corporation shall not be held liable for failure to perform its obligations, or for violation of period for performance of its obligations in cases where such failure or violation is caused by circumstances beyond the control of Corporation, including, without limitation, strikes, public disorder, natural disasters, limiting the conventional sources of raw materials, and changes in government legislation. 15.6. Invalidity or cancellation of any conditions of the Code of Ethics or information materials shall not affect the validity of the remaining provisions of the said documents and materials.

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