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Independent Distributor T&Cs
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 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 admin@binghan.au; (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.
VIP Customer T&Cs
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.
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 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 admin@binghan.au; (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.
VIP Customer T&Cs
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.