Terms and Conditions

1. About the Website

(a) Welcome to www.binghanaustralia.com.au (the 'Website'). The Website provides you with an opportunity to browse and purchase various products that have been listed for sale through the Website (the 'Products'). The Website provides this service by way of granting you access to the content on the Website (the 'Purchase Services').

(b) The Website is operated by Billion Faith Pty Ltd trading as Bing Han International Australia (ABN 72 601 365 575). Access to and use of the Website, or any of its associated Products or Services, is provided by Bing Han International Australia. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.

(c) Bing Han International Australia reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Bing Han International Australia updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

 

2. Acceptance of the Terms

(a) You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Bing Han International Australia in the user interface.

 

3. Registration to use the Purchase Services

(a) In order to access the Purchase Services, you must first register as a user of the Website. As part of the registration process, or as part of your continued use of the Purchase Services, you may be required to provide personal information about yourself (such as identification or contact details), including:

(i) Email address

(ii) Full name

(iii) Mailing address

(iv) Mobile number

(v) Password

(vi) Date of birth, Personal Identification, Payment details, Bank details, ABN

(b) You warrant that any information you give to Bing Han International Australia in the course of completing the registration process will always be accurate, correct and up to date.

(c) Once you have completed the registration process, you will be a registered member of the Website ('Member') and agree to be bound by the Terms. As a Member you will be granted immediate access to the Purchase Services.

(d) You may not use the Purchase Services and may not accept the Terms if:

(a) you are not of legal age to form a binding contract with Bing Han International Australia; or

(b) you are a person barred from receiving the Purchase Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Purchase Services.

 

4. Your obligations as a Member

(a) As a Member, you agree to comply with the following: You will use the Purchase Services only for purposes that are permitted by:

(i) the Terms;

(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(iii) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Purchase Services;

(iv) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Bing Han International Australia of any unauthorised use of your password or email address or any breach of security of which you have become aware;

(v) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of Bing Han International Australia providing the Purchase Services;

(vi) you will not use the Purchase Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;

(vii) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Purchase Services. Appropriate legal action will be taken by Bing Han International Australia for any illegal or unauthorised use of the Website; and

(viii) you acknowledge and agree that any automated use of the Website or its Purchase Services is prohibited.

 

5. Purchase of Products and Returns Policy

(a) In using the Purchase Services to purchase the Product through the Website, you will agree to the payment of the purchase price listed on the Website for the Product (the 'Purchase Price').

(b) Payment of the Purchase Price may be made through ANZ Secure Gateway (powered by CyberSource). In using the Purchase Services, you warrant that you have familiarised yourself with, and agree to be bound by, the applicable Terms and Conditions of Use, Privacy Policy and other relevant legal documentation provided by the Payment Gateway Providers.

(c) Following payment of the Purchase Price being confirmed by Bing Han International Australia, you will be issued with a receipt to confirm that the payment has been received and Bing Han International Australia may record your purchase details for future use.

(d) Bing Han International Australia may, at their sole discretion, provide a refund on the return of the Products within 15 days where the Product packaging is unopened and remains in a saleable condition. You acknowledge and agree that you are liable for any postage and shipping costs associated with any refund pursuant to this clause.

 

6. Warranty

(a) Bing Han International Australia's Products come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure of the Product and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Products repaired or replaced if the Products fail to be of acceptable quality and

the failure does not amount to a major failure (the 'Warranty').

(b) You may make a claim under this clause (the 'Warranty Claim') for material defects and workmanship in the Products within 30 Days from the date of purchase (the 'Warranty Period').

(c) In order to make a Warranty Claim during the Warranty Period, you must provide proof of purchase to Bing Han International Australia showing the date of purchase of the Products, provide a description of the Products and the price paid for the Products by sending written notice to Bing Han International Australia at 23 Milton Parade, Malvern, Victoria, 3144 or by email at office@binghanaustralia.com.

(d) Where the Warranty Claim is accepted then Bing Han International Australia will, at its sole discretion, either repair or replace any defective Products or part thereof with a new or remanufactured equivalent during the Warranty Period at no charge to you for parts or labour. You acknowledge and agree that you will be solely liable for any postage or shipping costs incurred in facilitating the Warranty Claim.

(e) The Warranty shall be the sole and exclusive warranty granted by Bing Han International Australia and shall be the sole and exclusive remedy available to you in addition to other rights and under a law in relation to the Products to which this warranty relates.

(f) All implied warranties including the warranties of merchantability and fitness for use are limited to the Warranty Period.

(g) The Warranty does not apply to any appearance of the supplied Products nor to the additional excluded items set forth below nor to any supplied Products where the exterior of which has been damaged or defaced, which has been subjected to misuse, abnormal service or handling, or which has been altered or modified in design or construction.

 

7. Delivery

(a) You acknowledge that the Purchase Services offered by Bing Han International Australia integrate delivery (the ' Delivery Services') through the use of third party delivery companies (the ' Delivery Service Providers').

(b) In providing the Purchase Services, Bing Han International Australia may provide you with a variety of delivery and insurance options offered as part of the Delivery Services by the Delivery Service Providers. You acknowledge and agree that Bing Han International Australia is not the provider of these delivery and insurance options and merely facilitates your interaction with the Delivery Service Providers in respect to providing the Delivery Services.

(c) In the event that an item is lost or damaged in the course of the Delivery Services, Bing Han International Australia asks that you:

(i) contact the Delivery Service Provider directly to request a refund or to claim on any insurance options available; and

(ii) contact us by sending an email to office@binghanaustralia.com outlining in what way the Products were damaged in transit so we are able to determine if the Delivery Service Provider should be removed from the Purchase Services.

 

8. Copyright and Intellectual Property

(a) The Website, the Purchase Services and all of the related products of Bing Han International Australia are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the site content and compilation of the website (including text, graphics, logos, button

icons, video images, audio clips and software) (the 'Content') are owned or controlled for these purposes, and are reserved by Bing Han International Australia or its contributors.

(b) Bing Han International Australia retains all rights, title and interest in and to the Website and all related content. Nothing you do on or in relation to the Website will transfer to you:

(a) the business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright of Bing Han International Australia; or

(b) the right to use or exploit a business name, trading name, domain name, trade mark or industrial design; or

(c) a system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a system or process).

(c) You may not, without the prior written permission of Bing Han International Australia and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party content for any purpose. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.

 

9. Privacy

(a) Bing Han International Australia takes your privacy seriously and any information provided through your use of the Website and/or the Purchase Services are subject to Bing Han International Australia's Privacy Policy, which is available on the Website.

 

10. General Disclaimer

(a) You acknowledge that Bing Han International Australia does not make any terms, guarantees, warranties, representations or conditions whatsoever regarding the Products other than provided for pursuant to these Terms.

(b) Bing Han International Australia will make every effort to ensure a Product is accurately depicted on the Website, however, you acknowledge that sizes, colours and packaging may differ from what is displayed on the Website.

(c) Nothing in these Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

(d) Subject to this clause, and to the extent permitted by law:

(i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in these Terms are excluded; and

(ii) Bing Han International Australia will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Purchase Services or these Terms (including as a result of not being able to use the Purchase Services or the late supply of the Purchase Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

(e) Use of the Website, the Purchase Services, and any of the products of Bing Han International Australia (including the Delivery Services), is at your own risk. Everything on the Website, the Purchase Services, and the Products of Bing Han International Australia, are provided to you on an "as is" and "as available" basis, without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of Bing Han International Australiaincluding any third party where the Delivery Services are made available to you) make any express or implied representation or warranty about its Content or any products or Purchase Services (including the products or Purchase Services of Bing Han International Australia) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(ii) the accuracy, suitability or currency of any information on the Website, the Purchase Service, or any of its Content related products (including third party material and advertisements on the Website);

(iii) costs incurred as a result of you using the Website, the Purchase Services or any of the Products;

(iv) the Content or operation in respect to links which are provided for the User's convenience;

(v) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Website; or

(vi) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.

 

11. Limitation of Liability

(a) Bing Han International Australia's total liability arising out of or in connection with the Purchase Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent Purchase Price paid by you under these Terms or where you have not paid the Purchase Price, then the total liability of Bing Han International Australia is the resupply of information or Purchase Services to you.

(b) You expressly understand and agree that Bing Han International Australia, its affiliates, employees, agents, contributors, third party content providers and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

(c) Bing Han International Australia is not responsible or liable in any manner for any site content (including the Content and Third Party Content) posted on the Website or in connection with the Purchase Services, whether posted or caused by users of the website of Bing Han International Australia, by third parties or by any of the Purchase Services offered by Bing Han International Australia.

(d) You acknowledge that Bing Han International Australia does not provide the Delivery Services to you and you agree that Bing Han International Australia will not be liable to you for any special, indirect or consequential loss or damage, loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Delivery Services.

 

12. Termination of Contract

(a) The Terms will continue to apply until terminated by either you or by Bing Han International Australia as set out below.

(b) If you want to terminate the Terms, you may do so by:

(i) notifying Bing Han International Australia at any time; and

(ii) closing your accounts for all of the Purchase Services which you use, where Bing Han International Australia has made this option available to you.

(c) Your notice should be sent, in writing, to Bing Han International Australia via the 'Contact Us' link on our homepage.

(d) Bing Han International Australia may at any time, terminate the Terms with you if:

(i) you have breached any provision of the Terms or intend to breach any provision;

(ii) Bing Han International Australia is required to do so by law;

(iii) the partner with whom Bing Han International Australia offered the Purchase Services to you has terminated its relationship with Bing Han International Australia or ceased to offer the Purchase Services to you;

(iv) Bing Han International Australia is transitioning to no longer providing the Purchase Services to Users in the country in which you are resident or from which you use the service; or

(v) the provision of the Purchase Services to you by Bing Han International Australia is, in the opinion of Bing Han International Australia, no longer commercially viable.

(e) Subject to local applicable laws, Bing Han International Australia reserves the right to discontinue or cancel your membership to the Website at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Purchase Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Bing Han International Australia's name or reputation or violates the rights of those of another party.

(f) When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Bing Han International Australia have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

 

13. Indemnity

(a) You agree to indemnify Bing Han International Australia, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

(i) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with any Content you post through the Website;

(ii) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so and any breach by you or your agents of these Terms; and/or

(iii) any breach of the Terms.

 

14. Dispute Resolution

(a) Compulsory:

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

(b) Notice:

A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

(c) Resolution:

On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:

(i) Within 15 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

(ii) If for any reason whatsoever, 7 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Bing Han International Group or his or her nominee;

(iii) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

(iv) The mediation will be held in TBA, Australia.

(d) Confidential:

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of

applicable laws of evidence.

(e) Termination of Mediation:

If 5 have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

 

15. Venue and Jurisdiction

(a) The Purchase Services offered by Bing Han International Australia is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria, Australia.

 

16. Governing Law

(a) The Terms are governed by the laws of Victoria, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

 

17. Independent Legal Advice

(a) Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent Approved by legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

 

18. Severance

(a) If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

PLEASE READ THESE TERMS CAREFULLY. BY PARTICIPATING IN THE BING HAN VIP CUSTOMER PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

By becoming a VIP Customer of Billion Faith Pty Ltd t/as “Bing Han International Australia” (ABN 72 601 365 575) (Bing Han, we, us and our) and receiving the benefits of being a VIP Customer, you agree to the terms and conditions set out below (the Agreement).

1. VIP Customer Requirements. To become a VIP Customer, you must:

   (a) be at least 18 years old;
   (b) provide a valid personal ID

We reserve the right, where we are acting reasonably, to reject any VIP Customer application and/or terminate any VIP Customer Agreement.

2. Benefits as a VIP Customer. As a VIP Customer, you will receive the following discounts off the retail price of Bing Han products at the point of sale:

   (a) VIP5 – 5% of the commissionable value
   (b) VIP25 – 25% of the commissionable value
   (c) VIP30 – 30% of the commissionable value 

For details on which level applies to you, please refer to our Compensation Plan.

The discount percentage is subject to change without notice. However, we will endeavour to provide reasonable notice of any change before the change take effect.

3. No Resale. You agree not to resell any Bing Han product you have purchased and that all products you purchase are for personal use only.

4. Promotional Activities. From time to time, we may offer promotional activities or events. If so, these promotional activities or events will be subject to separate terms and conditions of which you will be notified at the relevant time.

 

5. Independent Distributors. You may apply to become an independent Bing Han Distributor by applying in the same manner as any other independent Distributor. Any purchased volume will count towards your distributorship.

6. Cancellation. If you wish to cancel your Agreement, please contact us by written notice. We reserve the right to cancel or suspend your VIP Customer account if we believe, on reasonable grounds, that your account is being used fraudulently, if you are in breach of this Agreement or if you have more than one VIP Customer account. We also reserve the right to cancel our VIP Customer program (either in part or in whole). Where it is reasonable to do so, we will provide you with reasonable notice of any decision to cancel the VIP Customer program or any decision to cancel or suspend your VIP Customer account.

7. Sponsors. The independent Bing Han Distributor who introduced you to Bing Hang is your sponsor. Sponsors earn commission and bonuses from the purchase of Bing Han products by customers that they have sponsored. We do not permit the transfer of a VIP Customer from one sponsor to another unless an error has occurred in the placement of a VIP Customer with the incorrect sponsor.

8. 30 Day Satisfaction Guarantee. We offer a 30 day satisfaction guarantee to all VIP Customers. This 30 day satisfaction guarantee is in addition to the rights and remedies available when a product does not comply with a statutory guarantee under the Australian Consumer Law and is not intended to limit or exclude those rights and remedies.

9. Privacy. The information that you provide to us will be used to administer and manage your relationship with us as a VIP Customer including to fulfil your orders and for general administration and marketing purposes. Your information may be shared with our related companies, to our independent Bing Han Distributors and to third parties who assist us with our business. For further information, including details of your privacy rights, please see our Privacy Policy at [https://binghanaustralia.com.au/privacy-policy/].

10. Delays. We will not be responsible for delays or failure in our performance when performance is made commercially impracticable due to circumstances beyond our reasonable control. This includes circumstances such as, without limitation, pandemics, strikes, labour difficulties, riot, war, fire, death, restriction on supply sources or government decrees or orders.

11. Severability. If the whole or any part of a provision of this Agreement is invalid or unenforceable it must, if possible, be read down so as to be valid and enforceable. If however, the whole or any part of a provision of this Agreement is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of this Agreement.

12. Waiver. A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.  A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

13. Governing Law. The Agreement is governed by the laws in force in the State of Victoria, Australia. Each of the parties submits to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia.

Agreement Changes. We reserve the right to change the prices of our products at any time without notice. We reserve the right to amend this Agreement in our sole discretion where acting reasonably. We will provide reasonable notice of the amendments to the Agreement by e-mail before the amendments take effect. Your purchase of products after the date when amendments take effect shall constitute your acceptance of the amended Agreement. Amendments will not apply retrospectively.

Terms and Conditions

The Bing Han International Australia Distributor Application and Agreement sets out the terms and conditions of the agreement between Billion Faith Pty Ltd t/as “Bing Han International Australia” (ABN 72 601 365 575) (Bing Han, we, us and our) and you (the Distributor or you).

1. The Application and Agreement comprises these Terms and Conditions, Rules of Conduct, the Bing Han Compensation Plan and Bing Han Policies and Procedures, which are incorporated by reference (collectively the Agreement).
2. Rules of Conduct, Policies and Procedures & Compensation Plan. The Distributor agrees to comply with the Rules of Conducts, Policies and Procedures and the Compensation Plan as may be amended by Bing Han from time to time. Reasonable notice of material changes will be provided before the changes take effect.
3. By clicking ‘agree’, the Distributor represents and warrants that s/he:
   (a) is at least 18 years old;
   (b) is entitled to conduct an independent Bing Han distributorship in Australia; and
   (c) has read and agrees to be bound by the Policies and Procedures.
4. The Application and Agreement submitted by the Distributor becomes effective on the date accepted by Bing Han, which will be confirmed by email to the Distributor. Bing Han reserves the right (on reasonable grounds) to accept or reject any Distributor Application.
5. There is no fee to register as an independent Distributor of Bing Han. The Distributor is not required to maintain any product inventory on hand.
6. The Distributor has been introduced to Bing Han by the independent Bing Han Distributor whose invite code appears on this Application (herein referred to as a Sponsor) and who is presently in good standing with Bing Han. The Distributor's Sponsor has familiarised the Distributor with Bing Han’s products and services, these Terms and Conditions, the Policies and Procedures and Compensation Plan.
7. The Distributor acknowledges that neither Bing Han nor their Sponsor has made any claims of guaranteed profits or representations of expected profits from activities conducted as an independent Bing Han Distributor will not make misleading or false statements, disclosures, or potential earning claims or representations in promoting the Bing Han Compensation Plan or Bing Han’s product and services other than as printed in official Bing Han literature.
8. The foundation of Bing Han’s business model is built on ongoing retail product sales and associated customer service. The Distributor agrees to promote product sales on an ongoing basis to consumers. The Distributor may be required, upon request, to show proof of retail sales activities by submitting a copy of their Retail Customer Sales Receipts. The Distributor understands that only an authorised Distributor who has completed training may present the Bing Han Compensation Plan at a public presentation.
9. The Distributor understands that they are not guaranteed any income, nor assured of any profits or success, and may earn compensation based solely upon the sale of Bing Han's product. Only current Distributors may sponsor new Distributors and earn commission under the Compensation Plan.
10. Independent Contractor. This Agreement does not constitute the sale of a franchise; no exclusive territory will be granted to anyone and no franchise fees will be required to be paid. The Distributor is not acquiring any interest in Bing Han or creating a security by the acceptance of this Agreement. The Distributor is not an employee, agent, joint venture or partner and may not create or incur liability and/or obligations of any kind in the name of Bing Han. The Distributor is an independent contractor who will always identify themselves as an "Independent Distributor" of Bing Han.
11. Taxation. The Distributor must seek professional advice in relation to GST and other taxation implications in connection with the operation of their Bing Han independent distributorship. The Distributor is wholly responsible for all tax registrations, including obtaining  an Australian Business Number (ABN) for GST purposes (if required).  As the Distributor is an independent contractor, Bing Han will not withhold     or deduct any taxes or superannuation contributions from the Distributor’s compensation unless Bing Han is required by law to do so; for example if Distributor does not obtain an ABN when it is required to.  The Distributor indemnifies and holds Bing Han harmless of any liability or loss suffered which rises out of the Distributor’s failure to comply with the requirements of any Australian law relating to taxation relevant to their Bing Han independent distributorship.
12. If the Distributor sponsors other Distributors, they agree to perform a bona fide supervisory, distributive and selling function in connection with the sale of the Bing Han's products to consumers. The Distributor acknowledges that it is strongly recommended to train their sponsored Distributors and to have ongoing contact and provide management supervision to his or her sales organisation.
13. A partnership or corporation may hold a an independent Bing Han distributorship. Applicants must submit their ABN and copies of the Certificate of Incorporation or partnership agreement. Applicants must appoint one representative/contact to complete the Distributor Application and Agreement Form. However, an individual may not participate in more than one independent Bing Han distributorship.
14. The term of this Agreement is one year. This Agreement may be renewed by the Distributor upon the satisfaction of Personal Business Volume requirement for their respective Distributor level and payment of the annual renewal fee by the Distributor from 30 days prior to the expiry date. Any renewal will only become effective on acceptance by Bing Han. For further information on renewal, refer to the Policies and Procedures.
15. The Distributor agrees not to reprint or re-label Bing Han’s product or literature, and to refrain from producing, selling, and using for the purpose of advertising, promotion, or describing Bing Han’s products, Compensation Plan, or any portion of the programs, written, recorded, or any other method of application which has not received prior written approval from Bing Han (which will not be unreasonably withheld or delayed).
16. The Distributor is not allowed under any circumstances to sell, advertise, or promote at a Bing Han function any products, or business opportunities not directly associated with Bing Han. The Distributor agrees not to use Bing Han contacts to promote the sale of other products and to hold Bing Han information confidential.
17. The Distributor will use only Bing Han published materials when representing Bing Han’s products, marketing, and compensation program. The Distributor agrees not to market products and services using a cold call residential door to door method. The Distributor will make no statements, claims or give warranties that are not contained in authorised materials published by Bing Han and further agrees to adhere to principles of ethical business practices protecting Bing Han’s formulations, trade names, trade marks and the "Goodwill" attached to Bing Han.
18. Direct Selling Australia. Bing Han is a member of Direct Selling Australia. The Distributor agrees to comply with Direct Selling Australia's Code of Practice, as amended from time to time.
19. Any advertisement which exhibits the Bing Han name, logo, or trade marks must be approved in writing by Bing Han prior to use. Approval will not be unreasonably withheld or delayed. The Distributor may advertise without Bing Han’s prior written approval, provided that they do not use Bing Han’s corporate name, logo, or trade marks. Bing Han strictly prohibits all Distributors from utilising websites to advertise or promote the Bing Han products or opportunity, other than official Bing Han sponsored and maintained websites.
20. Commercial Electronic Messages. The Distributor consents to Bing Han sending them commercial electronic messages by e-mail and SMS.
21. Personal Information. Bing Han will collect and use the Distributor’s personal information in accordance with Bing Han’s Privacy Policy. The Distributor’s personal information will be shared with the Distributor’s Sponsor and upline. Bing Han’s Privacy Policy is available online at [https://binghanaustralia.com.au/privacy-policy/] and includes information about how the Distributor can request access to and/or the correction of their personal information and make a privacy-related complaint. Should any Distributor personal information change, the Distributor undertakes to inform Bing Han immediately. Bing Han will not update any Distributor personal information unless authorised expressly by the Distributor.
22. Use of Image: Should the Distributor receive awards and/or attend Bing Han training meetings or other Bing Han functions, the Distributor authorises Bing Han to use their photo image and name and to publish their achievement status in Bing Han corporate promotional and other published material. Should the Distributor wish to withdraw their authorisation, the Distributor must provide written notice to Bing Han.
23. Commission: Commission calculations are based on Retail product sale. The Distributor’s compensation is calculated monthly and paid on the 15th day of the following month based on the Distributor’s rank and sales achievements in the relevant pay period. An admin fee may apply in accordance to the Policies and Procedures. The Distributor acknowledges and agrees that Bing Han may change the Compensation Plan from time to time and reasonable notice of material changes will be provided before the changes take effect.
24. The Distributor understands and agrees that because of the personal nature of this Agreement it may not be transferred or otherwise assigned without prior written consent from Bing Han. Consent will not be unreasonably withheld or delayed. Change of sponsorship is prohibited except in extenuating circumstances with written authorisation from the five immediate consecutive up-line Distributors and Bing Han. Bing Han reserves the right to limit, restrict or suspend, for a specified period, all new Distributor applications if it considers, on reasonable grounds, that growth is too rapid to properly service existing Distributors.
25. The Distributor may not sell, either personally or by making the product available indirectly, in retail stores, trade show exhibits, swap meets or agencies without Bing Han’s prior written authorisation (which will not be unreasonably withheld or delayed). The Distributor understands and agrees that all advertising, promotional materials and media exposure including TV, radio, or newspaper interviews must first be approved by Bing Han in writing (with approval not to be unreasonably withheld or delayed).
26. REFUNDS: In the event where a refund is requested due to a change of mind, product(s) must be returned in re-saleable condition (unless required otherwise by law). The request must be submitted within 15 business days of purchase. Shipping costs will not be refunded. The cost of returning product to Bing Han will be at the Distributor’s expense. The amount to be refunded will be 100% of the purchase price less any commission and bonus paid in respect of that purchase. Refund payments will be issued to the original payment method within 21 days after the refund is approved. This refund policy is in addition to and is not intended to limit the rights and remedies which are available when a product does not comply with a statutory guarantee under the Australian Consumer Law. Further details are in the Policies and Procedures.
27. The Distributor understands that Bing Han retains all rights to change product pricing, sales aids and materials at any time.
28. Termination by the Distributor. The Distributor may terminate this Agreement at any time by sending written notice to Bing Han. If the Distributor terminates the Agreement within thirty (30) days of acceptance by Bing Han, the Distributor will be entitled to a full refund of the enrolment fee and any other fees paid in connection with the Agreement.
29. Termination or Suspension by Bing Han. Bing Han reserves the right to terminate or suspend the Distributor, at any time, if Bing Han determines (on reasonable grounds) that the Distributor has violated the provisions of the Agreement, including the provisions of the Policies and Procedures or applicable laws. Where reasonable to do so, Bing Han will send written notice of the violation to the Distributor which may include a deadline by which the violation is to be remedied (failing which the Agreement will be terminated). If the Distributor wishes to appeal the termination, Bing Han must receive written notice of the appeal within fifteen (15) days from the date of mailing of Bing Han’s notice of termination.
30. Effect of Termination. The Distributor understands and agrees that, upon termination, they will permanently lose all rights as a Distributor, including the right to promote and sell Bing Han products, use the Bing Han name or trade marks and to earn compensation under the Compensation Plan. After termination, the Distributor will have no rights to commissions, bonuses and other compensation or any interest in their Bing Han sales organisation.
31. Buy-Back on Termination. The Distributor understands and agrees that, if the Agreement is terminated at any time for any reason, Bing Han will repurchase Bing Han products and sales tools in accordance with the process in the Policies and Procedures.
32. Release and Indemnification.  The Distributor agrees to release and hold harmless Bing Han and its directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”) from all liability arising from or relating to the promotion or operation of the Distributor’s independent Bing Han business in noncompliance with this Agreement and any activities related to it (e.g. the presentation of Bing Han products or Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agrees to indemnify Bing Han for any liability, damages, fines, penalties, or other awards arising from any unauthorised conduct that the Distributor undertakes in operating their independent Bing Han business. The Distributor’s liability under this clause will be reduced by the extent to which any claims or liabilities arise out of the negligent act or omission of Bing Han (other than the Distributor). To the extent permitted by the law, no party shall make a claim for consequential and exemplary damages for any claim or cause of action relating to the Agreement.
33. This Agreement shall be binding upon the successors or assignees of both parties including the provisions contained in the Policies and Procedures, and Compensation Plan, which are incorporated into this Agreement.
34. The Distributor understands and agrees that no government authority endorses or approves any company or Compensation Plan, product or program and will make no such claim against Bing Han.
35. Bing Han and the Distributor agree that any claims, dispute or other differences between them shall be exclusively resolved by mediation or binding arbitration, before resorting to any legal proceedings. Notwithstanding the foregoing, either party may bring an action before the courts seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights and proprietary rights, including but not limited to confidential information (such as confidential information contained in Bing Han customer and/or Distributor lists and related business reports issued by Bing Han) as well as other trade secrets, trademarks, trade names, patents and copyrights.
36. If any provisions of this Agreement is held to be invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions. The Policies and Procedures, Compensation Plan and these Terms and Conditions and official corporate Notice to Distributors as may be issued periodically. are incorporated into this Agreement and constitute the entire agreement between the parties.
37. LANGUAGE: The parties acknowledge that they have requested that the present Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted herein are drawn up in English.
38. Wavier. No waiver of a breach of any term of this Agreement by the Distributor or Bing Han will be considered a waiver of a further breach of the same term or of any other term.
39. Notices. All notices must be written and will be delivered personally, when delivered by email or by registered or certified mail, return receipt requested, addressed as follows (or to any other address as either party may specify in writing: (i) If to Bing Han : Ground level, 23 Milton Parade, Malvern VIC 3144 or via email to office@binghanaustralia.com; (ii) If to Distributor: to the current address or email address listed on the Distributor’s Application or as may be updated by the Distributor from time to time.
40. Governing Law. This Agreement is governed by and to be construed in accordance with the laws in force in the State of Victoria, Australia. Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia.

Rules of Conduct for Bing Han Independent Distributors including Independent Distributor Managers of Australia

Billion Faith Pty Ltd t/as “Bing Han International Australia” (ABN 72 601 365 575) (referred to herein as Bing Han) Distributors should abide by the Rules of Conduct, which includes the Bing Han Compensation Plan incorporated in Bing Han Business Manual and all amendments made by Bing Han periodically.

As a Bing Han Independent Distributor, you agree to conduct your Bing Han distribution business according to the following principles:

1. I will deal fairly with people I meet in my activity as a Bing Han Distributor in the same manner I would wish them to deal with me.
2. I will uphold and follow the Bing Han Rules of Conduct, observing not only the ‘form’ but also the ‘content’ of those Rules.
3. I will present Bing Han products and the Bing Han sales and sponsorship opportunities to my consumers and prospects in a truthful and honest manner, and I will make only such claims as are sanctioned in official Bing Han literature.
4. I will be courteous and prompt in the handling of any and all product complaints, following procedures prescribed in official Bing Han literature for the giving of exchanges and refunds.
5. I will conduct myself in such a manner as to reflect only the highest standard of integrity, frankness, and responsibility.
6. I will accept and carry out the various prescribed responsibilities of a Bing Han Distributor (and of a Sponsor and Independent Distributor Manager) as set forth in official Bing Han literature.
7. I will use only Bing Han reviewed or produced literature in connection with presentation of the Bing Han Compensation Plan, the selling of Bing Han products, and my activities as a Bing Han Distributor. I will take total responsibility for any of my own literature which is not sanctioned by Bing Han.
8. I will allow Bing Han to deduct any and all monies I owe Bing Han or other Bing Han Distributors from my bonus payments to be received from Bing Han.
9. I will accept that these Policies and Procedures, the Rules of Conduct, and the Business Manual and the Compensation Plan are subject to change periodically, effective upon reasonable written notice to the Distributors. My continued placement of orders and acceptance of bonus payments, after the date the amendments take effect indicates my acceptance of the amendments.

BING HAN RULES OF CONDUCT

Terms and conditions applicable to Distributorships

The Rules of Conduct of Bing Han specify the rights, obligations and responsibilities of Bing Han Distributors. These rules mainly apply to the relationship between Bing Han and Distributors as well as the reciprocal relationship among Distributors. Bing Han has no intention to curb transactions or to confine business activities with unreasonable limitations through these Rules.

 

1. INTERPRETATION

In all contractual agreements you sign with Bing Han and in Bing Han published literature, unless the context otherwise requires, the following words and phrases shall have the meanings set out below:

1.1                 “Bing Han” means Billion Faith Pty Ltd t/as “Bing Han International Australia” (ABN 72 601 365 575.

1.2                 “Bing Han Compensation Plan” means the Bing Han compensation program including, but not limited to the definition of bonuses, levels in the program, requirements of promotion, and etc, as set out in the Bing Han Business Manual as amended when necessary by Bing Han from time to time with reasonable notice in Company publications;

1.3                 “Distributor” or “Bing Han Distributor” means an independent contractor of Bing Han International Australia for the sale of Bing Han products and Bing Han-distributed products, and for sponsoring new sign-up Distributors.

1.4                 The meaning of “Sponsorship” is that as explained in the Bing Han Compensation Plan;

1.5                 “Line of Sponsorship” in the case of any one Distributor means the Distributor concerned, his Sponsor and his Sponsor’s Sponsor, and so forth.

1.6                 “Business Group” in respect of any one Distributor means the Distributor concerned, all Distributors and VIP Customers personally sponsored by him/her, all Distributors and VIP Customers personally sponsored by such Distributors and so forth.

1.7                 “Bing Han products” means products, any literature promulgated from time to time, Business Manuals, services offered, and products manufactured, supplied or provided by or on behalf of Bing Han and which are made available by Bing Han to Distributors for sale or use in accordance with the Rules;

1.8                 “Rules or Rules of Conduct” means these Rules of Conduct for Distributors, as the same may periodically be altered or amended by Bing Han and come into effect (after reasonable notice has been provided) through publication in official Bing Han literature, news release or the like;

1.9                 All terms used in these Rules, defined or explained in the Bing Han Compensation Plan, shall have the same meaning as they have in the Bing Han Compensation Plan. Without limiting the generality thereof, such terms include “Independent Distributor” (or “ID”), “Independent Distributor Bronze” (or “IDB”), “Independent Distributor Silver” (or “IDS”), “Independent Distributor Gold” (or “IDG”), “Independent Distributor Platinum” (or “IDP”), and “Independent Distributor Manager” (or “IDM”);

1.10               “Bing Han Fiscal Year” begins January 1st and ends December 31st of the calendar year;

1.11               “Business Support Materials” (“BSM”) refers to a variety of Bing Han produced sponsoring and merchandising aids such as audio and videotapes, literature, flip charts, meetings and rallies for training and motivating Distributors and for use with prospective Distributors that Distributors may make available to other Distributors;

1.12               “Distributorship” means the authorisation granted by Bing Han International Australia applicants to become a Distributor;

1.13               “Bing Han Business Manual” means a manual including, but not limited to, introduction of Bing Han, its products, literature, and other related materials;

1.14               Except where the context otherwise requires, reference to the singular shall include the plural and reference to the masculine gender shall include the feminine gender;

1.15               The Bing Han Compensation Plan is deemed to form part of these Rules.

 

2. AUTHORISATION AS A DISTRIBUTOR

2.1                  Qualifications for applying as a Bing Han Distributor:

2.1.1              The opportunity to become a Distributor is available to all persons of eighteen (18) years of age (or of the legal age of a given jurisdiction) who processes legal work rights in Australia, regardless of their sex, race, nationality, political, or religious beliefs. An applicant who wishes to become a Distributor, or to renew his authorisation as a Distributor, must be capable of entering a contract in accordance with the laws of the given jurisdiction.

2.2                 Procedures for applying as a Bing Han Distributor (ie., properly fill out and submit a Bing Han Independent Distributor Application online).

2.2.1              To become a Distributor of Bing Han, a person must be sponsored by an existing Independent Distributor.

2.2.2              Before completing and submitting the Bing Han Independent Distributor Application, an applicant shall be familiar with the Independent Distributor Terms and Conditions, and Rules of Conduct and agree to abide by all of their provisions of the Application;

2.3                  Conditions for being as a Bing Han Distributor:

2.3.1              The Applicant shall meet the business volume requirements in the Bing Han Compensation Plan and become familiar with the Bing Han products;

2.3.2              A Distributor may resign his Distributorship at any time by giving Bing Han written notice;

2.3.3              An inactive Distributor may renew their distributorship by purchasing the volumes required by their level as specified in the table shown in Rule 2.6 and paying the renewal fee, unless that Distributor was previously terminated;

2.3.4              The rights and privileges that come with the Bing Han Independent Distributorship cannot be transferred to another person, except as specifically provided for in these policies.

2.4                 Except under the condition stated in Rule 2.3.1, no prospective or existing Distributor may be required for any reason to:

2.4.1              Purchase a specified amount of Bing Han products or maintain a specified minimum inventory (except for Independent Gold Distributor and up see Rule 2.4.6.1 & 2.4.6.2);

2.4.2              Purchase any products, literature, sales aids, audio-visual materials or services not produced by Bing Han;

2.4.3              Purchase tickets to attend rallies, seminars, or other meetings organised by Bing Han or Bing Han Distributors;

2.4.4               Sponsor a specified number of new Distributors;

2.4.5              Subscribe to any business aids and/or support programs produced by Bing Han or Bing Han Distributors;

2.4.6               Achieve a specified sales volume.

2.4.6.1           Independent Distributor Manager (IDM): IDM status and entitlement to bonuses for the month is conferred on IDMs who generate at least 2 PBV each calendar month.

2.4.6.2           Independent Distributor Gold (IDG) and Platinum (IDP): The status and entitlement to bonuses for the month is conferred on IDGs and IDPs who generate at least 1 PBV each calendar month.

2.5                 Bing Han reserves the right to accept or reject any application for authorisation as a Distributor where acting reasonably, without having to assign any reason for its acceptance or rejection.

2.6                  DISTRIBUTOR RENEWAL POLICY

The ID annual renewal fees are used to cover website maintenance cost.

ID Annual Renewal

• The ID Agreement is renewable 30 days prior to the anniversary of date of joining Bing Han or the anniversary of the last renewal date.
• PBV requirements for renewals are based on that of the immediate 12 months prior to the renewal.

Failure to Renew ID Distributorship

• Failure to renew will result in deactivation of Distributorship. Inactive IDs cannot made further purchase nor sponsor new ID nor introduce new VIP Customer.
• Inactive IDs can renew by fulfilling the PBV requirement of their level and pay the renewal fee. The ID will retain their previous Distributor level.
• These requirements of PBV fulfillment, as the case may be, will not be counted towards those PBV required for Distributorship renewal for subsequent renewal.

 

Independent Distributor ANNUAL RENEWAL FEES AND PBV Requirements

	PBV required 12months Prior to Renewal	Annual Renewal Fees
VIP Customers	N/A	Free
Independent Distributor	1 PBV	Free
Independent Distributor Bronze	6 PBV	Free
Independent Distributor Silver	6 PBV	Free
Independent Distributor Gold	12 PBV	$20 + GST
Independent Distributor Platinum	12 PBV	$20 + GST
Independent Distributor Manager	24 PBV	$200l + GST

 

2.6.1                  A Distributor may, by giving written notice to Bing Han, voluntarily resign or terminate the Distributorship and return any Bing Han products according to the Buy-Back policy;

2.6.2                  Bing Han reserves the right to refuse to renew a Distributor’s authorisation if in the reasonable opinion of Bing Han, the activities of the Distributor, in the preceding twelve (12) month period were contrary to the interests of Bing Han, and/or the Bing Han business or was in breach of the Rules, and this was not corrected to Bing Han’s satisfaction. In the event that Bing Han declines to renew the Distributorship, the Distributor ceases to be an authorised Distributor effective as of the expiration of the current Distributor contract year. Written notification of the decision will be provided by Bing Han to the Distributor together with notification that he or she may appeal to the Review Panel.

2.7                      An Independent Distributor Manager may pass on his/her distributorship to his/her designated heir, but not another person, through his/her will or the intestacy rules for one time only. The designated heir will be entitled to the following IDM benefits upon passing of the distributorship:

2.7.1                  All bonuses originally received by the IDM

2.7.2                  All downlines originally belonged to the IDM

2.8                      The heir will not be automatically promoted unless s/he attended the formal interview and demonstrate his/her knowledge of the BHIA Program, Compensation Plan and philosophy.

2.8.1                  After passing the interview and being appointed as one, a new inherent right is created for the second generation if or when the heir passes the test.

2.9                      If a Distributor is not active for twelve (12) consecutive months, the former Distributor may reapply to Bing Han for reinstatement of his or her Distributorship.

 

3. RESPONSIBILITIES OF DISTRIBUTORS

 

3.1                      Distributors will at all times comply fully and promptly with the Rules of Conduct, the Bing Han Compensation Plan and all other rules, procedures, policies, and their amendments. Bing Han may at its discretion alter or amend the Bing Han Business Manual, its policies, and the amendments will duly be announced on the Bing Han website or through social media channels. Reasonable notice of the amendments will be provided before the amendments take effect.

3.2                      Rules governing Ordering and Retailing:

3.2.1                  Distributors shall order products directly from Bing Han;

3.2.2                  Distributors can also obtain any Bing Han product from Upline Distributors along the Line of Sponsorship, up to and including the first Direct Distributor as the situation requires in the course of business development. A Retail Suggested Price is recommended by Bing Han (however, Distributors are free to set their own resale prices, as long as it is higher than the Bing Han Wholesale Price), and all such products, if returned, shall be returned to the upline Distributor or upline Direct Distributor within a mutually agreed time frame to ensure the bonuses paid to each Distributor are the correct amount;

3.2.3                  Bing Han expressly prohibits cross group ordering or cross group supplying of products to other Distributors. Distributors should not order products in the name of their downlines to manipulate performance or a higher monthly performance bonus, better awards and rewards or other specific purposes;

3.2.4                  Overstocking solely to enhance monthly performance bonus, higher awards and rewards is prohibited. Distributors should carefully estimate their sales volume before ordering from Bing Han. At least seventy percent (70%) of the total value of products ordered during a given month shall be sold at retail in order that:

3.2.4.1               Bing Han will calculate a Distributor’s rebate, bonuses, and other qualifications in accordance with this monthly sales volume;

3.2.4.2               Bing Han will recognise the status.

3.2.5                  If a Distributor fails to fulfill Rule 3.2.4, all performance bonuses will be calculated according to the actual sales volume sold instead of the sales volume with Bing Han;

3.2.6                  REFUNDS:

3,2,6,1               IDs and VIP Customers are protected by our Consumer Guarantee. Products may be returned to BH within 30 days of purchase for a refund, given the returned products are in re-saleable condition.

3.2.6.2               Shipping cost (if any) will not be refunded.

3.2.6.3               Cost of returning will be at ID’s expense.

3.2.6.4               The refund amount is the full purchase price less any rebate, and /or bonuses paid.

3.2.6.5               The refund payment will be issued within 21 days once refund is granted and returned product(s) are received.

3.2.6.6               The refund method will be determined by how the refunded product(s) was paid.

3.2.6.7               If a refund request is denied (eg. The returned product is not in re-saleable condition), a fee to send the product back to the ID is required to be paid within 30 days. If this fee is not paid, the returned product(s) will be deemed as forfeited.

3.2.6.8               This refund policy is in addition to the rights and remedies available in the Australian Consumer Law when a product does not meet a statutory guarantee and not intended to limit or exclude those rights and remedies.

3.3                      Distributors shall provide quality service to customers:

3.3.1                  Distributors shall deliver a properly completed Retail Customer Order Form and Receipt at the time of sale. This will include the customer’s full name, address and telephone number, products purchased, quantity, product number, suggested retail price, total purchase price and purchase date, and the Distributor’s full name and Distributor’s I.D. number.

3.3.2                  Distributors shall demonstrate the Bing Han products to customers purchasing for the first time, explain the directions for use, and any warnings specified on product labels;

3.3.3                  Distributors are recommended but are not required to sell Bing Han products and business aids and Bing Han distributed products at the Company suggested prices specified by Bing Han. Distributors are free to set their own prices as long as it is not lower than the Bing Han Wholesale Price;

3.3.4                  It is recommended that Distributors not give free gifts (both monetary or in any kind) relating to any transaction with Bing Han, particularly, worth more than five percent (5%) of the retail value of their order, to a customer or other Distributors;

3.3.5                  Whenever a customer requests the Bing Han Satisfaction Guarantee be honoured, the Distributor shall inquire into the circumstances and then make a bona fide assessment of the acceptability of the request with due regard to the terms of the Guarantee in question. If the request is considered in all circumstance to be acceptable, the Distributor shall offer the customer the choice of either: a full refund, full credit, or an exchange for the same Bing Han product (or, the Distributor can refer the matter to his or her upline for further handling);

3.3.6                  Distributors shall immediately communicate all significant consumer complaints to Bing Han (on the day that the consumer complaint is received) and furnish copies of all correspondence and details of all conversations relating thereto. Complaints which must be immediately communicated to Bing Han include but are not limited to any complaint concerning product quality and any incident where a product may have caused illness, an adverse reaction or death.

3.4                      Responsibilities relating to the promotion of Bing Han products and the Bing Han Compensation Plan:

3.4.1                  To ensure equal opportunities for Distributors to develop their business, Distributors shall not supply, display or sell Bing Han products, business aids, or Bing Han distributed products in retail locations, schools, fairs, or stores;

3.4.2                  Distributors shall not go door to door to promote and solicit potential Distributor or customer leads;

3.4.3                  Distributors shall never use materials that have not been approved by Bing Han, telephone canvassing campaigns, letter-box drops, mass mailings, or similar promotions;

3.4.4                  Distributors shall not supply Bing Han products or business aids or Bing Han-distributed products to persons who wish to acquire such items for the purpose of resale;

3.4.5                  Distributors shall not make any exaggerated or unwarranted claims about Bing Han products or Bing Han distributed products;

3.4.6                  Distributors shall not in any way misrepresent the price, standard, quality, grade, composition, style or model, place of origin, or availability of Bing Han products or Bing Han distributed products;

3.4.7                  Distributors shall not represent that Bing Han products or Bing Han-distributed products have sponsorship, approval, performance characteristics, accessories, uses or benefits which they do not possess;

3.4.8                  Distributors shall not export Bing Han products to any country (whether with or without Bing Han established operations); or import Bing Han products from other countries in which Bing Han has established operations for sale;

3.4.9                  Distributors shall not promote or pass off distributed products or services as Bing Han products or services not produced by or provided by Bing Han.

3.4.10                Distributors are prohibited from advertising Bing Han products for sale at less than the Company Wholesale Price.

3.5                      Distributors shall only use literature, audio, produced or reviewed by Bing Han, in developing their independent Bing Han business (‘Bing Han Business’).

3.6                      Distributors who sell products or business aids not produced by Bing Han, or who sell other services (e.g. insurance, tax services, investment; etc.), shall not induce another Distributor, to sell such products, business materials or services, nor shall they offer to sell such products, business materials or services to any Distributor except those personally sponsored by them. For the purpose of this Rule “induce” shall mean persuading or attempting to persuade another Distributor, by whatever means, whether or not for gain, benefit or any other consideration, to sell or attempt to sell such products, business materials or services.

3.7                      Distributors shall not:

3.7.1                  Represent or hold themselves out in any way as an employee of Bing Han;

3.7.2                  Represent or to hold themselves out in any way as agents, brokers, franchisees, employee sales representatives, intermediate assignees, managers or other agents of Bing Han.

3.7.3                  Distributors are independent contractors, and will not be treated as employees with respect to their services for any purpose, including any tax purposes.

3.7.4                  Distributors are not entitled to worker’s compensation insurance benefits, unemployment insurance benefits, pension, sick, vacation, or medical benefits from Bing Han.

3.8                      Distributors shall comply with all applicable laws, regulations and codes of practice with respect   to the operation of the Distributorship and shall not engage in any other activities that may bring either them or Bing Han or any of its products or services into disrepute. Distributors shall indemnify fully Bing Han from and against any actions, claims, demands, prosecutions and the crimes thereof (including Bing Han’s legal costs) that might be made or sought against Bing Han in respect of or out of any such misrepresentation, representation or holding out.

3.9                      A Distributor shall not delete any material from, add material to, add additional words, labels or stick materials on, alter or detach any label on the package of, or in any way otherwise alter a Bing Han product, or Bing Han Business Manual as supplied by Bing Han. A Bing Han Distributor may not demonstrate and/or deliver Bing Han products in anything other than the original package.

3.10                   If the Distributor owes Bing Han any amount of verifiable debt including but not limited to, the amount of products ordered, Bing Han may, after providing notice to the Distributor, deduct such amounts from the bonuses payable and/or may decide not to recognise the qualification until the account has been settled.

3.11                   Distributors are strongly recommended to obtain their own tax advice.

3.12                        Unless Distributors hold an Australian Business Number (ABN), BHIA is required to withhold tax at the highest marginal rate on commission payments made to Distributors. However, because BHIA is a member of Direct Selling Australia (DSA), BHIA can rely on an exemption from withholding requirements for payments up to a maximum threshold of $15,000 per Distributor per year. If a Distributor expects they will exceed this threshold, they should apply for an ABN and provide the ABN to Bing Han (otherwise Bing Han will have to withhold at the maximum rate). However, in order that BHIA may issue invoices in accordance with Rule 3.13, the Distributor must register for GST.

3.13                        As BHIA is a DSA member, it is permitted to use recipient created tax/ payment invoices (RCTIs and RCPIs).  BHIA and the Distributor agree that:

3.13.1                    BHIA will issue RCTIs to the Distributor that holds an ABN and is registered for GST in respect of the services that the Distributor performs.

3.13.2                    BHIA will issue RCPIs to the Distributor that does not hold an ABN or holds an ABN but is not registered for GST in respect of the services that the Distributor performs;

3.13.3                    The Distributor will not issue tax invoices to BHIA in respect of the Services.

3.13.4                    BHIA is registered for GST and it will notify the Distributor if it ceases to be registered or if it ceases to satisfy the requirement of the Australian Taxation Office (ATO) ruling which permits BHIA to issue RCTIs.

3.13.5                    The Distributor acknowledges that it is registered for GST and that it will notify BHIA if it ceases to be registered.  

 

4. SPONSORSHIP AND RESPONSIBILITIES OF A SPONSOR

4.1                      After ensuring that all applicants are supplied with an unaltered Bing Han Business Manual, a Sponsor shall abide by the following Rules:

4.1.1                  A Sponsor shall explain the Bing Han Compensation Plan in Bing Han Business Manual to the applicant in a bona fide manner without any cover up, misinterpretation or falsification prior to asking applicants to sign the Application for Bing Han Distributor Agreement. During the explanation, the following should be emphasised and initialled after being read:

• Bing Han Compensation Plan
• Rules of Conduct
• BHID Terms and Conditions
• Bing Han’s Consumer Guarantee
• Returns Policy
• Other policies and procedures

4.1.2                  A Sponsor shall inquire whether a prospective Distributor and/or his or her spouse have been a Bing Han Distributor. If either of them was a Distributor, a Sponsor shall effect the sponsorship. In case of any breach of the Rules by the sponsored Distributor, resulting in Bing Han taking enforcement action and losses incurred to the Sponsor and his uplines, the dispute shall be settled by all parties concerned by way of law;

4.1.3                  A Sponsor is strongly recommended to regularly train and motivate his direct downlines in accordance with the guidelines and requirements set out in the Bing Han Business Manual;

4.1.4                  A Sponsor shall ensure each of his other direct downlines understand the relevant Bing Han procedures to enable such Distributors to order adequate stock of Bing Han products directly from Bing Han;

4.1.5                  Buy-Back Policy - the Company agrees to repurchase from a resigning or terminating Distributor all unencumbered products and sales aids purchased by the Distributor from the Company within the previous twelve (12) months, which are unused and in commercially resalable condition. We will refund the original cost less a 10% administration charge and any bonuses paid. If the returned product is not in resaleable condition, a re-send fee is payable within 30 days to send the product back. If this fee is not paid, the returned product will be deemed as forfeited.

4.1.6                  A Sponsor shall use his or her best endeavour to ensure that each of his or her direct downlines fully and promptly complies with all his or her obligations expressed or implied in these Rules (including, without limiting the generality thereof, Rule 3);

4.1.7                  A Sponsor shall encourage his or her direct downlines to attend Bing Han meetings and other Bing Han functions;

4.1.8                  A Sponsor shall encourage his or her direct downlines to study and use official Bing Han publications, audio and videotapes, and carefully conduct their Distributorships in accordance with the information contained therein.

4.2                      A Distributor shall under no circumstances directly or indirectly and whether on his or her own behalf or in conjunction with or by way of assisting any other person, solicit, interfere with or endeavour to entice another Distributor to break away from his or her Line of Sponsorship or to change his or her Line of Sponsorship.

4.3                      A Distributor who wish to be transferred out of his or her current line of sponsorship must submit a written release signed by seven (7) levels of the qualified uplines in his or her Line of Sponsorship and the qualified direct IDM, or all qualified uplines in his or her Line of Sponsorship up to the qualified direct IDM, and a written acceptance from the new Sponsor and Distributor.

4.3.1                  The transfer of a Distributor to another Sponsor will under no circumstances, include any of his/her downlines.

4.3.2                  The request will be processed within 30 days of submission. Bing Han reserves the rights to reject the transfer request.

4.3.3                  Bing Han will assist IDs in any way to resolve conflicts. IDs should only consider transferring as their last option.

 

5. RESPONSIBILITIES AND RIGHTS OF DISTRIBUTORS

5.1                      A Sponsor, in addition to his or her other obligations and responsibilities as a Sponsor and as a Distributor, is strongly encouraged to:

5.1.1                  Ensure each Distributor in his or her Business Group serves customers in accordance with the Bing Han Compensation Plan;

5.1.2                  Train and motivate Distributors in his or her Business Group so that they thoroughly understand the essence of the Bing Han Business and comply with the Bing Han Rules of Conduct and all alterations and amendments announced by Bing Han;

5.1.3                  Hold regular meetings for the purpose of developing and inspiring Distributors in his or her Business Group;

5.1.4                  Maintain regular communication with Distributors in his or her Business Group;

5.1.5                  Actively convey important messages to all Distributors in his or her Business Group, like the purpose, time, and venue of a meeting; product news, retail training, and the rules and regulations Distributors must understand and follow while conducting the Bing Han Business.

5.2                      All bonuses are to be calculated on a calendar month basis. All bonuses are payable to Distributors on the fifteenth (15th) day of the following month. The cut-off date for calculation of bonuses is the last day of each month. Bing Han is using that fifteen (15) days in between for calculation of bonuses payable.

5.3                      All common law and statutory married couples can be separate Bing Han Distributors. Spouses can receive bonuses as separate entities.

 

6. PRESENTATION OF BING HAN COMPENSATION PLAN

6.1                      No Distributor shall issue an invitation to learn about the Bing Han Business that describes the event as anything other than an occasion to learn about an income opportunity. Distributors shall not deny, if asked, that the business presentation is about the Bing Han Business and shall not issue a misleading invitation. Distributors shall not use an invitation that:

6.1.1                  Gives the impression that it relates to an employment opportunity;

6.1.2                  Appears to be an invitation to a social event;

6.1.3                  Claims to be a market survey; or

6.1.4                  Promotes the event as a tax seminar, finance seminar, investment seminar or a similar event.

6.2                      No Distributor shall issue an invitation to learn about the Bing Han Business, or do any other act or action likely to mislead or deceive prospective Distributors, customers, or any other persons into believing that:

6.2.1                  Bing Han products are marketed by a person, company or organisation other than Bing Han;

6.2.2                  Bing Han grants its Distributors exclusive territories for business development; or

6.2.3                  The Bing Han Business or Bing Han Distributors or Bing Han products are, or are part of, or are ancillary to, any other business than the Bing Han Business.

6.3                      Presentation of the Bing Han Business shall be made in accordance with Rule 3.1 and 4.1.1 and other relevant rules as well as the following regulations:

6.3.1                  Distributors shall follow the Bing Han Compensation Plan in presenting the Bing Han Business;

6.3.2                  With reference to Bing Han Business Manual and other Bing Han publications, Distributors shall correctly explain the features of the Bing Han Business as well as the legal and business relationship between Bing Han and Distributors;

6.3.3                  Distributors shall not represent that Distributors can benefit solely or principally by sponsoring others to be Distributors; the importance of selling Bing Han products should be emphasised;

6.3.4                  Distributors shall state that Distributors are under no obligation to sponsor others to be Distributors;

6.3.5                  Distributors shall not state that the Bing Han business is a shortcut to wealth, or state that success can be achieved with little or no expenditure of effort or time;

6.3.6                  Distributors shall state that the Bing Han Compensation Plan will only realise income or bonuses through continued sales of Bing Han products, the provision of personal service to consumers, and the achievement of qualifications as required:

6.3.7                  Distributors shall only represent the past, present, or future profits or earnings of Distributors in accordance with the following:

6.3.7.1               Distributors shall state that the income amounts and illustrations set out in Bing Han Business Manual or other Bing Han-produced literature, are only hypothetical; or

6.3.7.2               Distributors shall state that the amount of actual bonuses from their own personal experience within the context of Bing Han’s income chart, and if the retail profits and/or bonuses of other Distributors are to be disclosed, Distributors must obtain prior consent of the Distributors concerned.

6.3.8                  Distributors shall not cite examples of success (e.g. travel, homes) even if such benefits were obtained as a result of earning bonuses from the sale of Bing Han products and Bing Han distributed products;

6.3.9                  Distributors shall not promote the enjoyment of tax benefits as a reason for becoming a Distributor.

 

7. USE OF THE BING HAN NAME AND TRADEMARKS

7.1                      Distributors shall acknowledge the exclusive ownership by Bing Han of trademarks, trade names, insignia, logos, designs, publications, and all other industrial and intellectual properties used by Bing Han in association with Bing Han products.

7.2                      Pertaining to the use of the Bing Han trade name and trademarks, Distributors shall not:

7.2.1                  Produce or procure from any source other than Bing Han, an item upon which the Bing Han names or logos, or any of its trade names or trademarks are imprinted;

7.2.2                  Display the Bing Han trade names or trademarks on the exterior of their business premises except Distributors who have Bing Han’s prior written approval (which will not be unreasonably withheld or delayed);

7.2.3                  Display the Bing Han trade names or trademarks on his or her business vehicle except using materials supplied by Bing Han;

7.2.4                  Use the word “Bing Han” as part of any corporate or business name, or permit or allow any other person or corporation to do so.

7.3                      Articles from the BING HAN NEWSLETTER may be reprinted by Distributors in newsletters they publish for their Business Group provided that each article is reproduced completely and is immediately followed by the statement “Reprinted with permission of Bing Han”.

7.4                      All Bing Han printed, audio and video materials are protected by copyright and may not be reproduced in whole or in part by Distributors or other persons without Bing Han’s prior written permission (which will not be unreasonably withheld or delayed), or as provided in Rule 7.3.

7.5                      Distributors may use official Bing Han literature only for the purpose of carrying out their functions as Distributors.

7.6                      Distributors may use the Bing Han name on their imprinted name cards, provided that the Bing Han name is used in one of the following ways:

7.6.1                  (For example) “John Chan, Bing Han Independent Distributor”, or

7.6.2                  (For example) “John Chan, Independent Distributor of Bing Han products”.

7.7                      In their use of the trademarks of Bing Han, Distributors shall:

7.7.1                  Always indicate that Bing Han is the proprietor of the trademarks;

7.7.2                  Not represent in any way that they own the trademarks or are entitled to use them otherwise than as a Bing Han Distributor;

7.7.3                  Obtain Bing Han’s prior permission and only use registered trademarks as registered and shall supply Bing Han with samples of all proposed uses of the trademarks;

7.7.4                  Comply with rules or directives made or issued by Bing Han periodically as to the proper use of the trademarks.

7.8                      Distributors may design and use Business Support Materials for the purpose of educating and motivating their personally sponsored Distributors provided that:

7.8.1                  Each and every such Business Support Material has been reviewed and approved by Bing Han prior to use. Such a review will be effective only until the date specified by Bing Han in its written notification;

7.8.2                  Such Business Support Materials shall not contain: Distributor’s prediction of potential income or future financial benefits from being a Bing Han Distributor; presentation, description or illustration of the Bing Han Compensation Plan; description of the uses, characteristics, or performance of any Bing Han product or Bing Han distributed product; the Bing Han logo, or any Bing Han trade name or trademark.

7.8.3                  Distributors shall only supply materials not produced by Bing Han in accordance with Rule 3.6;

7.8.4                  If any form of deposit or other payment is made for the supply of Business Support Materials not produced by Bing Han, the supplier shall give a written unconditional money back guarantee binding the supplier to take back the item purchased within the preceding twelve (12) months for a full refund of the payment on request;

7.8.5                  All such Business Support Materials shall display the date of recording or publication and the date and duration of Bing Han’s approval of the business aids.

7.9                      Distributors may record speeches or presentations made at Bing Han sponsored meetings, provided that such recording is solely for their own personal use and is not reproduced for any other purpose.

7.10                   If Bing Han determines, on reasonable grounds, that self-produced literature, tapes, or other Business Support Materials violates applicable law, impairs or is likely to impair its business or otherwise damages or is likely to damage its business or otherwise damages or is likely to damage its reputation, Bing Han reserves the right to instruct the Distributor forthwith to cease producing, selling, or distributing the Business Support Materials. Failure to comply with such an instruction will entitle Bing Han to terminate the authorisation of the Distributor and to hold the Distributor responsible for any cost, damages, or other liabilities suffered by Bing Han as a result of the production, distribution, or sale of such materials.

 

8. PROBATION & RETRAINING

8.1                      If Bing Han, on reasonable grounds, considers that one or more of the Distributors in a Sponsor’s Business Group has misrepresented the Bing Han Compensation Plan or has committed another serious breach of the Rules of Conduct, Bing Han may place on probation the whole or part of the Sponsor’s Business Group as Bing Han may determine.

8.2                      Before imposing probation, Bing Han will notify the Sponsor concerned, of the reason for the reprimand.

8.3                      At the same time as giving notice to the Sponsor pursuant to Rule 8.2, Bing Han may in its absolute discretion, where acting reasonably, elect to give the Sponsor, or another Distributor upline from the Distributors who have misrepresented Bing Han or the Bing Han Business or have committed some other serious breach of these Rules (such other Distributor being hereafter referred to as the “other Nominated Distributor”) the opportunity to initiate his or her own remedial action within his or  her own Business Group. Bing Han may specify a period within which such remedial action is to be taken.

8.4                      If Bing Han allows a Sponsor or other Nominated Distributor a period in which to take his or her own remedial action within his or her own Business Group, and the Sponsor or other Nominated Distributor in Bing Han’s reasonable opinion neglects or fails to take appropriate action within the time prescribed, then Bing Han may proceed to forthwith impose probation on the whole or part of the Sponsor’s Business Group as Bing Han may determine.

8.5                      Probation by Bing Han shall consist of all or one of the following remedial actions as Bing Han may consider appropriate:

8.5.1                  A bulletin to be prepared and sent by Bing Han to all Distributors in the Sponsor’s Business Group or in that part of his or her Business Group placed on probation. The bulletin will specifically outline the nature of the misrepresentation of Bing Han or the Bing Han Compensation Plan that gave rise to the imposition of probation and will outline the correct manner in which Bing Han requires Distributors to present Bing Han and the Bing Han Business. The bulletin will be co-signed by Bing Han and by the Sponsor, other Nominated Distributor, or by Bing Han alone;

8.5.2                  A thorough retraining program designed to teach the Distributor on probation as well other Distributors in his or her Business Group the proper presentation and conduct of the Bing Han Business. Such retraining seminars will be conducted by the Sponsor, or other Nominated Distributor, under the supervision of Bing Han; or by Bing Han itself if the Sponsor, or other Nominated Distributor refuses to conduct the seminars.

8.6                      In the event that the Sponsor on probation elects to cooperate with Bing Han in the organisation and conducting of the retraining seminars referred to in Rule 8.5.2 above, then:

8.6.1                  The Sponsor or other Nominated Distributor shall prepare and forward a schedule of organisation retraining meetings to Bing Han for its written approval, prior to the first such meeting;

8.6.2                  The schedule shall include the date, time, and place of these meetings, the Distributors invited to attend, the speaker or speakers who are to speak at the retraining meetings, and the number of people expected to attend;

8.6.3                  All Distributors attending such meetings will be required to sign an attendance sheet, that the Sponsor or other Nominated Distributor will forward to Bing Han following the meeting;

8.6.4                  The Sponsor or other Nominated Distributor shall conduct or direct all such retraining meetings and shall report the results to Bing Han;

8.6.5                  Bing Han personnel may attend any one of these retraining meetings to monitor them and explain the important items within the Bing Han Sales and Compensation Plan. If it is considered necessary, the Bing Han personnel present may take over and conduct these meetings.

8.7                      The imposition of probation will have the following consequences as Bing Han may reasonably determine:

8.7.1                  Suspension of all sponsoring activities conducted by the Distributors under probation;

8.7.2                  Suspension of the payment of all bonuses payable to the Distributors under probation. Any such bonuses shall be computed, and held in escrow by Bing Han during the probation period.

8.8                      Bing Han may determine whether and to what extent the monthly Sales volume of the Distributorship on probation are to be counted towards qualification for Independent Gold Distributorship Bonus, Independent Platinum Distributorship Bonus or Independent Distributor Managership Bonus, or for the Bing Han Bonus to be paid by Bing Han periodically;

8.8.1                  Bing Han Bonus, which would otherwise be paid to the Sponsor or other Nominated Distributor, will be treated as follows:

8.8.1.1               Bing Han Bonus owing to the direct Downlines of the Sponsor or other Nominated Distributor will be computed and paid directly to them by Bing Han; and

8.8.1.2               Bing Han will hold the balance of the Bing Han Bonus in escrow during the period of probation.

8.8.2                  Bing Han may, in its absolute discretion and where acting reasonably, withhold or refuse recognition of the Distributors on probation for any award;

8.8.3                  Bing Han may, in its absolute discretion and where acting reasonably, determine whether invitations are to be sent to the Distributors on probation to attend a travel seminar or a meeting including, an Independent meeting or an Independent Distributor Manager meeting even though they may have qualified for such session or meeting.

8.9                      If Bing Han considers, on reasonable grounds, that probation retraining has been successful in making it unlikely that the Distributors under probation will misrepresent the Bing Han Business or commit further breach of the Rules of Conduct:

8.9.1                  Bing Han will lift the probation and restore full Distributor rights and privileges;

8.9.2                  All reasonable expenses incurred by Bing Han in conducting the investigation, the retraining seminars and in administering the probation generally will be deducted from the bonuses held by Bing Han in escrow during the probation period and the balance, if any, will be paid to the appropriate Distributors.

8.10                   If Bing Han considers on reasonable grounds, that the retraining has not been effectively carried out in respect of the Distributors on probation, Bing Han may:

8.10.1                Direct that probation be continued, and further corrective action taken, in respect of the Distributors; or

8.10.2                Conclude probation and terminate the Distributorship of the Distributor.

 

9. TERMINATION

9.1                      Termination means that all contractual relations between Bing Han and the Distributor are revoked effective on the date of Bing Han’s written notification. The terminated Distributor will forfeit his or her authorisation as a Bing Han Distributor and all rights and privileges this encompasses, including bonuses generated by the Distributorship after the termination date.

9.1.1                  Distributors who achieve the level of Independent Gold Distributorship and higher shall not participate in any other MLM companies during the term of the Distributor Agreement.

9.1.2                  Any Distributor committing gross misconduct could be terminated immediately upon written notice at the sole discretion of Bing Han, where Bing Han has reasonable grounds to do so. The terminated Distributor may submit his or her appeal in written form within fifteen (15) days of his or her termination notice, to the senior management for reinstating his or her Distributorship.

9.2                      Bing Han may inform the Distributor in writing of the following: where remedial action is required including but not limited to probation and retraining; termination upon the occurrence of any one or more of the following items:

9.2.1                  If in Bing Han’s reasonable opinion the Distributor has provided false information in his or her Bing Han Independent Distributor Application;

9.2.2                  If the Distributor makes serious misrepresentations about Bing Han or the Bing Han Business, which in Bing Han’s reasonable opinion is not likely to be satisfactorily remedied by the probation and retraining procedures, referred to in Rule 8;

9.2.3                  If the Distributor breaches any of these Rules of Conduct and fails to rectify such breach within fourteen (14) days of being required to do so in writing by Bing Han;

9.2.4                  If the Distributor commits repeated breaches of any of these Rules of Conduct.

9.3                      A Distributor whose Distributorship is to be terminated shall be given written notice of Bing Han’s decision. The notice of termination shall:

9.3.1                  Be mailed or emailed to the last mailing address of such parties as shown in Bing Han’s records;

9.3.2                  State the Rule or Rules of Conduct with which the Distributor is in breach of;

9.3.3                  State the date on which any such action shall come into effect;

9.3.4                  Where appropriate, advise the Distributor of his or her opportunity to have his or her appeal presented to a Review Panel pursuant to the procedure set out in Rule 10.

9.4                      Upon termination of a Distributor’s Distributorship:

9.4.1                  The terminated Distributor shall forfeit his or her interest in his or her Business Group including his or her titles and qualifications;

9.4.2                  Bing Han has the right to move the Business Group up the Line of Sponsorship, or to determine and specify an appropriate Distributor to be the new owner of the Distributorship.

9.5                      Upon termination of Distributorship, the terminated Distributor shall:

9.5.1                  Return to Bing Han all Bing Han Products, which are in resaleable condition and which were purchased by the Distributor in the twelve (12) months immediately preceding the termination date, which are held by the Distributor in accordance with the returns policy and obtain a refund;

9.5.2                  Cease to use any and all trademarks, trade names, insignia and logs used in or related to the Bing Han Business;

9.5.3                  Cease to present himself or herself as a Bing Han Distributor.

9.6                      In the event that a Distributor’s Distributorship is terminated by Bing Han after a period of probation by Bing Han pursuant to Rule 8 Bing Han will refund, without interest, the bonuses held in escrow during the probation period pursuant to Rule 8.7.2 after deducting the expenses incurred as specified under Rule 8.8.2 to the Distributor.

9.7                      Notwithstanding anything to the contrary herein contained or implied, Bing Han shall have the exclusive right and discretion to determine the appropriate disposition and the terms of such disposition of the rights and benefits if any, of any terminated Distributorships.

 

10. REVIEWS BY BING HAN

10.1                   A Distributor who has been placed on probation or whose Distributorship has been terminated, may within fifteen (15) days after receipt of the notice from Bing Han of the probation or termination as the case may be, make a written request to Bing Han, to review Bing Han’s decision.

10.2                   Any request for review by a Distributor pursuant to Rule 10.1 shall be determined by a Review Panel which shall consist of such Bing Han personnel as may be determined by Bing Han administration to review Bing Han’s decision.

10.3                   The Distributor requesting the review shall submit the necessary evidence in writing and shall produce additional written evidence as the Review Panel may require.

10.4                   The Review Panel shall be the judge of the relevancy and materiality of the evidence lodged, and strict conformity to the rules of evidence will not be necessary.

10.5                   The Distributor requesting the review will be provided with copies of all materials lodged by Bing Han with the Review Panel and Bing Han will be provided with copies of all materials lodged by the Distributor.

10.6                   The Review Panel may advise Bing Han to affirm, reverse or modify the original decision.

10.7                   If the conclusion of the Review Panel includes Termination of the Distributorship of a Distributor, such Termination will be confirmed by Bing Han in writing notifying the Distributor that:

10.7.1                Bing Han’s Termination of the Distributorship has been confirmed as effective from the date of termination previously notified by Bing Han; or

10.7.2                The Distributorship has been terminated by the Review Panel, in which event the Distributorship of the Distributor shall be deemed to have been terminated by Bing Han upon and by virtue of service of notice to the Distributor concerned of the Review Panel’s determination.

10.8                   In the event that the Review Panel decides upon remedial action other than termination, then:

10.8.1                Bing Han will notify the Distributor who requested the review informing him or her of the remedial action to be taken and specifying a period within which that action must be completed by the Distributor;

10.8.2                Bing Han will take such steps as may be necessary to implement the Review Panel’s decision.

 

11. GENERAL

11.1                   No waiver by Bing Han of any breach, default or omission by Distributor in the performance or observance of these Rules of Conduct shall be deemed to be a waiver by Bing Han of any other or subsequent such breach, default, or omission.

11.2                   These Rules shall be governed and construed in accordance with the laws in force in the State of Victoria. Any and all disputes will be settled and adjudicated in the Courts in the State of Victoria.

11.3                   Any notice, demand or other document, under or relating to the Rules shall be sufficiently served if delivered personally or if sent by registered letter to: Bing Han or the Distributor at the address specified in the most recent Distributor Application or at another address as may periodically be notified in writing by the Distributor to Bing Han, and such notice, demand or other document shall be deemed to have been delivered at  the time   of delivery or, if service is effected in any other manner as aforesaid, at the time when it would in the ordinary course be delivered.