This Code of Business Conduct is part of the Distributor Agreement, which is intended to regulate the relationship between Grand Sun International Pte Limited and Grand Sun Distributors in terms of their rights, obligations and duties, to promote the harmony between Grand Sun International Pte Limited and Grand Sun Distributors and between Grand Sun Distributors as well as to safeguard the interests of the Distributors under Grand Sun's marketing program and to facilitate the smooth development of the business.
I.Interpretation of Terms
1.1 Distributor
- When you are recommended by a referrer, and your application to Grand Sun is approved, you will have the right to sell Grand Sun products and recommend others to become your subordinate distributors as stated in the Code of Business; also referred to as “Authorized Distributor of Grand Sun Products”.
1.2 Referrer
- When you are directly recommended by a Grand Sun Distributor to join Grand Sun, this Distributor is your Referrer in Grand Sun's business.
1.3 Distributorship
- When you become a Grand Sun Distributor, you will be entitled to the rights and obligations stipulated in the Code of Business Conduct, that is, you have the right to distribute in Grand Sun, which includes: ordering, sales, referrals, counseling, bonuses, praise qualifications and so on.
1.4 Individual Group Performance
- Refers to the total amount of PV purchased by your direct subordinates and their organizations who have not reached the same level as you in the current month
1.5 Business Aids
- Supplies such as videos, audiotapes, books, etc. that provide Distributors with the opportunity to learn about and expand their Grand Sun business.
1.6 Application for Distributor's PV Transfer
- Application for transferring the PV of the transferred product to the Distributor in the subordinate organization when the Distributor transfers the product to the Distributor at the Distributor Price.
1.7 Application for Change of Distributorship
- Application for change of Distributor's rights and obligations due to work or other circumstances.
1.8 Application for Termination of Distributorship
- Application for voluntary termination of Distributor's rights and obligations under Grand Sun's distributorship.
II.How to Become a Distributor
2.1 Application Eligibility
- (1) Those who are 18 years old and have legal capacity to act
- (2) Those who join in the name of a company, a company or a firm established by law.
- (3) Foreigner or overseas Chinese with a residence permit in Taiwan
- (4) Those who have not been canceled for violating Grand Sun's business rules, or those who have not damaged Grand Sun's goodwill.
2.2 Application Procedures
- (1) Applications must be made by those not under sentence or not suffering from mental incapacity.
- (2) Those who agree with our products and have purchased the “Code of Business Conduct for Grand Sun Distributors”.
- (3) Those who have read and signed the “Distributor Application” form and completed the procedures for joining the company.
2.3 Submit the following documents
- (1) Application in the name of an individual: a copy of ID card, a copy of the applicant's “Bank Account Number”.
- (2) Application in the name of a company : a copy of the company's registration license, a copy of the ID card of the person in charge, and a copy of the company's account number.
2.4 Distribution Authorization
- (1) Grand Sun has the discretion to grant the applicant the right to distribute any application without stating the reasons for rejection, and the terms of the contract will automatically take effect upon approval of the application.
- (2) If the applicant provides inaccurate information on the “Application for Authorized Product Distributor Qualification” (including non-signature of the applicant), Grand Sun may not recognize the application.
- (3) Each Distributor can only own one Grand Sun Business Distributorship, and cannot own other Distributorships as an individual or in partnership.
- (4) A husband and wife may share a Distributorship as partners, or each may share a Distributorship, but only if they are in a direct or indirect superior or subordinate relationship.
- (5) If a Distributor joins as an individual, his/her spouse shall not be allowed to join any other Distributorships under the same Distributorship.
- (6) If a Distributor joins as a company, the Grand Sun Distributorship shall be granted only to the responsible personnel, and not to the company partnership itself.
- (7) The period of Grand Sun's acceptance of the applicant as a regular Distributor is approximately from January 1 to December 31 of a year (for new applicants, it is from the time of joining to December 31 of the following year).
2.5 Renewal Conditions and Disposal Parties
- The contract shall be automatically renewed if the Distributor's order reaches 10,000PV or more in the current year, and shall be terminated if the Distributor fails to meet the above conditions.
2.6 Cancellation of Distributorship
- Distributors may cancel or terminate the contract by notifying the MLM business in writing within 30 days from the contract date.
- The MLM Business shall accept the Distributor's request to return the products, receive the products returned by the Distributor, and return the price paid by the Distributor for the returned products and any other payments made to the MLM Business 30 days after the effective date of the cancellation or termination of the contract. The payments made by the MLM Business to the Distributor in accordance with the provisions of the preceding paragraph may be reduced by the value of the product that is attributable to the Distributor at the time of the return of the product: the value of the product that has been damaged or lost, and the bonuses or compensation paid to the Distributor for the purchase of the product. If the returned product is picked up by a MLM Business, a deduction may be made for the shipping costs of picking up the product.
2.7 Termination of Distributorship
- Distributors may still terminate the contract in writing, withdraw from the MLM plan or organization, and request a refund at any time after the period of the first paragraph of the preceding article has elapsed.
- However, the Distributor may not request the return of the product if the product has been in his/her possession for more than six months from the date when it became available for pickup. Within thirty days after the termination of the contract, the MLM Business shall accept the distributor's application to return the product and buy back the product in the distributor's possession at ninety percent of the distributor's original purchase price.
- When the MLM Business buys back the product held by the Distributor in accordance with the preceding paragraph, it may deduct the bonus or compensation paid to the Distributor as a result of the transaction. If the value of the product purchased by the MLM Business has been reduced, the amount of the reduction may also be deducted. If the returned product is picked up by the MLM Business, the shipping cost for picking up the product may be deducted.
2.8 Revocation of Distributorship
- (1) Distributors who do not place orders for one year in a row or who do not renew their contracts shall be regarded as giving up their rights as distributors, and their distributorship shall be revoked by Grand Sun.
- (2) Grand Sun may revoke the distributorship of distributors who have violated national laws and regulations or the operating rules of distributors.
2.9 Discontinuation of Distributorship
- Distributors who do not order up to 10,000 PV for one consecutive year, or who do not complete the annual renewal procedures, their distribution contract will be automatically terminated.
III.Rights and Obligations of Distributors
3.1 Purchase of products:
- (1) Distributors should measure their personal ability and purchase the right amount of products, such as Grand Sun products or business aids, according to their actual needs, and should not stockpile quantities that can be sold by the average person in a short period of time.
- (2) Grand Sun strictly prohibits Distributors from stockpiling in order to qualify for advancement.
- (3) Distributors who purchase products from Grand Sun should inspect the products immediately upon receipt, and if they find any defects or discrepancies in the order, they should notify Grand Sun immediately on the same day and apply for an exchange within three days, after which they will be deemed to have accepted the purchased products.
3.2 Sales
- (1) Distributors must sell Grand Sun products to various retail customers each month in order to receive their performance sales bonuses for their individual groups.
- (2) Distributors shall be fully responsible for any taxes incurred in the operation of their business.
3.3 Referral: Distributors shall have the right to refer others to become Distributors.
- (1) Distributors shall purchase or stock the quantity of products and business aids in the amount specified by the Referrer.
- (2) Distributor shall purchase admission to seminars or other conferences not organized by Grand Sun.
- (3) Distributors shall purchase any business promotion materials that are not provided by Grand Sun.
3.4 The Referrer shall honestly explain to the Referee the specifications of the Grand Sun Business Manual and inform the Referee of the following matters without falsehood, deception, concealment, or misrepresentation before asking the Referee to sign the “Application”.
- (1) The capital of Grand Sun is NT$20 million.
- (2) The MLM organization and plan of Grand Sun.
- (3) Benefits and bonus system for distributors.
- (4) Grand Sun's product range, price and quality.
- (5) Conditions of withdrawal of Distributors and their rights and obligations after withdrawal.
- (6) Liability for product defects.
- (7) Return system and methods.
- (8) Obligations of Distributors.
- (9) Other matters that are regulated by the MLM Regulations.
3.5 Referrers shall pay all bonuses due to their subordinates in accordance with the deadline at the end of the month in which Grand Sun pays out the bonuses.
- If the Referrer fails to do so and is found guilty by Grand Sun's investigation, the Referrer's distributorship will be canceled and the Referrer will be held legally liable for the seriousness of the case.
3.6 Referrers who violate their duties will be disqualified as Distributors, and the rights and interests of their subordinate distributors will be transferred to the superior Distributors.
3.7 Selling notes:
- (1) Products should be sold by the directions for use and precautions listed on the product label, or by the company's official documented instructions.
- (2) Sales of Grand Sun's products should be in accordance with the product price list set by Grand Sun, there should be no malicious price competition, and if similar behavior causes losses to other parties, Grand Sun shall have the right to terminate its distributorship and confiscate all of its organizational bonuses if found to be true.
- (3) Distributors shall not use malicious, deceptive or exaggerated way to describe any function of the product, if this causes damage to the reputation of Grand Sun, they shall be responsible for legal liability.
- (4) In order to implement Grand Sun's MLM concept and to ensure that consumers have a full understanding of Grand Sun's products, Distributors are not allowed to publicly display their products or business aids in the general retail marketplace (such as booths, stores, trade shows, and general temporary bazaars, etc.) without Grand Sun's written consent.
- (5) Distributors shall not represent that they have exclusive sales franchises or territorial rights.
- (6) Distributors who provide products to their subordinates must issue detailed “delivery slips” as the basis for calculating performance bonuses to protect the rights of their subordinates.
- (7) To ensure that all Distributors' rights and interests are protected, the Distributor must not deliver products beyond the level of the Distributor.
- (8) Distributors shall not sell non-Grand Sun products under the name of Grand Sun, and shall be legally liable for any damage to Grand Sun's reputation as a result.
- (9) Distributors may not order under the name of a subordinate distributor to obtain illegal benefits.
3.8 Partnership
- Any unmarried applicants applying to join Grand Sun will be limited to the sole ownership of the distributorship and will not be allowed to join in partnership with others.
3.9 Marriage
- When two Distributors get married, they can either maintain and operate their own systems or apply to Grand Sun to terminate the distributorship of one of them and become a partner with his/her spouse (when the terminated party applies to become the partner of the spouse, the subordinates of the terminated party shall remain in the original system and shall not be transferred with him/her).
3.10 Divorce
- (1) In the event of a divorce between husband and wife distributors, one of the distributors should submit an “Application for Change of Distributorship” to Grand Sun by mutual agreement and attach relevant supporting documents.
- (2) The party may reapply for joining Grand Sun at any time after withdrawing from the partnership.
- (3) Matters not covered in these regulations shall be handled in accordance with the provisions of the Family Law of the Civil Code.
IV.Distributor Rules of Conduct
4.1 The Distributor shall understand that all sales and purchases with Grand Sun are made as independent contractors, and shall not represent or imply that it is an authorized representative, agent, employee, or appointee of Grand Sun, or make any representations or warranties on behalf of Grand Sun, either expressly or impliedly, in any transaction. The Distributor is authorized to sell Grand Sun's products and recommend new Distributors, and to perform the Distributor's obligations only during the period of authorization.
4.2 Distributors must make it clear to their subordinate Distributors that the “superior and subordinate” relationship is that of an independent Distributor. Distributors shall have a relationship of training and motivation with their recommended subordinate Distributors.
4.3 Distributors are prohibited from making any claims, assertions, warranties or representations regarding Grand Sun or its products, except those that have been disclosed in Grand Sun's official documents or have been approved in writing by Grand Sun in advance. Distributor's violation of the above provisions will result in all tangible and intangible losses or legal liabilities of Grand Sun, which will be the sole responsibility of the Distributor, and Grand Sun reserves the right of legal recourse, and may cancel the Distributor's distributorship by written notice.
4.4 Distributors shall comply with all laws and regulations in Singapore and shall indemnify and hold Grand Sun harmless from and against any and all actions and damages whatsoever.
4.5 Distributors shall not engage in any other pyramid schemes or sell any products that are identical or similar to those of Grand Sun without the written consent of Grand Sun, and shall not recommend or introduce Grand Sun distributors to engage in or operate any other pyramid schemes.
4.6 Grand Sun reserves the right to take necessary action against any Distributors who are proven to have damaged Grand Sun's reputation, rights and interests, or the rights and interests, reputation, unity and harmony of other Distributors when exercising the Distributor's distributorship (such as sales, referral, counseling, etc.).
4.7 Distributors are not allowed to misappropriating or adjusting the points of their subordinates to achieve their specific purpose.
4.8 Distributors shall not engage in the following behaviors:
- (1) Promoting or selling products or services and introducing others to join a MLM organization in a deceptive or misleading manner.
- (2) Soliciting funds from others under the guise of a MLM business or organization.
- (3) Engaging in MLM activities in a manner contrary to public order or good morals.
- (4) Influencing the order of market transactions or causing significant losses to consumers through improper direct access trading.
- (5) Engaging in MLM activities in violation of criminal law or other business administration laws.
4.9 If any Grand Sun Distributor violates any of the above provisions and Grand Sun determines that the circumstances are serious, Grand Sun may revoke his/her distributorship and permanently disqualify him/her from being a Grand Sun Distributor.
V.Obligations of Distributors Above the Agent Level
5.1Obligations :
- (1) Organize regular meetings to train and motivate their subordinates. For those Distributors who are unable to attend, they should make use of telephone or letter contact to provide necessary assistance in a timely manner, and assist and advise their subordinate Distributors in organizing related activities.
- (2) Maintain regular contact with subordinate Distributors.
- (3) Supervise the subordinate Distributors to comply with the Grand Sun's Code of Business Conduct.
- (4) Communicate important Grand Sun information to individual group Distributors, including meeting times and locations, product information, education and training, and other matters necessary for Distributors to develop their Grand Sun business.
- (5) SV Management System: As promulgated by Grand Sun's administration .
VI.Principles of Maintaining the Distributor System
6.1 Transfer of Distributors:
- Individual Distributors below the agency level may change their Referrer to Grand Sun at their own discretion, but may not be transferred as a group.Application procedures are as follows:
- (1) Complete the “Application for Termination of Distributorship”, and rejoin after six months from the date of Grand Sun's written approval. However, during the preceding six months, they cannot exercise and enjoy the original distributorship (including participating in any activities related to Grand Sun's distributorship).
- (2) Only after all the superior agents of the original referral system to the second generation of superior director-level distributors sign a consent form, can they make a transfer.
- (3) If a Distributor's subordinate wishes to transfer to another Distributor, the subordinate must terminate his/her distributorship for a period of one (1) year before he/she can transfer to another Distributor.
- (4) In order to protect the rights and interests of the original referral system and to maintain the integrity of the Distributor system, Grand Sun reserves the right to exercise absolute discretion over the transfer of Distributors. All transfer applications are subject to Grand Sun's written notice
6.2 In order to maintain the harmonious development of the Distributor's referral system and to protect the rights and interests of the Distributors, Distributors should not directly or indirectly, personally or with the assistance of others, induce or abet another Distributor to leave their original referral system.
6.3 Distributors who wish to transfer to another Distributor cannot join another Distributor's system under the name of another Distributor to exercise their distributorship before any of the above transfer procedures have been completed.
6.4 Inheritance of distributorship:
- In the event of the death or incapacity of two distributors who own the same distributorship, one of their legal successors may be selected to inherit the bonuses and dividend distributions generated by Grand Sun from the distributorship.
- (1) The legal successor must apply to Grand Sun for succession within 60 days of the commencement of the succession (that is, from the date of death of the decedent) by presenting the relevant documents, and the application shall become effective upon approval; if the application is not made after the expiration of the time limit, it shall be deemed as a waiver of the right.
- (2) Matters not covered in these regulations shall be handled in accordance with the provisions of the Succession Law of the Civil Code.
VII.Use of Grand Sun's Name
7.1 Exclusive right to use Grand Sun's trademark
- (1) Grand Sun's name, product trademarks, service marks, etc. are registered and cannot be used arbitrarily without Grand Sun's written consent and authorization.
- (2) If a Distributor is required to use a product in its business, it should apply for written authorization from Grand Sun, and this authorization must be renewed annually to be effective.
7.2 Grand Sun's Copyrights
- All of Grand Sun's copyrights, such as monthly journals, business aids, texts, audio (video) tapes, art works, graphic works, speeches, etc., are protected by the Copyright Law of the Republic of China, and no one is allowed to infringe on the copyrights of Grand Sun without authorization, and if any of them violates or harms the rights and credibility of Grand Sun, Grand Sun will demand for damages and pursue legal responsibility.
- (1) Information DocumentsOfficial documents of Grand Sun may be “reproduced” in the original language upon written permission from Grand Sun upon request of the distributor's individual group for the purpose of business transactions, provided that the words “reproduced with the permission of Grand Sun” are indicated.
- (2) Video InformationIf Grand Sun organizes any conference speech or presentation that needs to be videotaped, the purpose of the videotaping must be stated in advance and written permission must be obtained from Grand Sun, provided that the videotaping may not be duplicated for other purposes.
7.3 Business Aids
- (1) Distributors who design and use their own business aids to promote Grand Sun's business must obtain Grand Sun's written consent and authorization before using them.
- (2) In the event that any of the aforementioned business aids conflict with Grand Sun's business and damage Grand Sun's interests or reputation, Grand Sun may seek compensation.
7.4 In order to prevent the Distributor from violating the Trademark Law, and to protect Grand Sun's reputation, the Distributor is prohibited from advertising Grand Sun's business in the electronic media or printed media, or using other similar publicity methods to promote its business.
7.5 Distributors shall not purchase any products, drawings and other business aids bearing Grand Sun's trademarks through channels other than Grand Sun in Taiwan, nor shall they sell any products bearing Grand Sun's trademarks in other countries through channels other than Grand Sun in Taiwan.
7.6 If any Grand Sun Distributor violates any of the above terms and conditions and the circumstances are serious, Grand Sun shall cancel his/her distributorship as well as Grand Sun shall demand compensation and pursue legal responsibility.
VIII.Regulations for foreigners or overseas Chinese coming to Taiwan to engage in the Grand Sun business
8.1 This regulation only applies to foreigners and overseas Chinese who are over 20 years old, are not nationals of the Republic of China, and can stay in Taiwan for a long period of time, provided that they have the ability to act.
8.2 The applicant must present a residence permit approved by the competent government office of the Republic of China, together with a copy of his/her passport, an application form, and a copy of his/her bank account to be used for the payment of bonuses. The application form must be signed and stamped by the applicant himself/herself, and then submitted to Grand Sun for approval before it becomes effective.
8.3 The income generated from Grand Sun's business in Taiwan shall be declared and taxed in accordance with the laws of the Republic of China and shall not be evaded.
8.4 Authorization Period:
- From the effective date of Grand Sun's authorization to the expiration date of the current year's Residence Permit.
- Distributors whose Residence Permit has expired are required to submit an extension certificate before the expiration date, otherwise the distributorship will automatically expire upon the expiration of the Residence Permit.
IX.Disciplinary Provisions
9.1 The Disciplinary Provisions are designed to preserve and ensure the proper functioning of the MLM system. Grand Sun may impose the Disciplinary Provisions on any Distributor who violates Grand Sun's Code of Business or disrupts the proper functioning of the system.
9.2 If a Distributor violates any of the rules and regulations set forth in Article 9.4. and Grand Sun verifies the violation, Grand Sun may, depending on the severity of the violation, issue a warning, cancel the Distributor's qualification in two stages, or cancel the Distributor's qualification on its own, in order to rectify the Distributor's inappropriate behaviors.
9.3 The rights and interests of the Distributors who are subjected to disciplinary actions shall be subject to different degrees of restriction depending on the circumstances of the violation, please refer to Article 9.4. for details of the restriction.
9.4 Contents of Violations.
- (1) Robbery (subordinate groups that have been separated as a result of being robbed shall be returned to their original system).
- (2) Delivery of products beyond the level.
- (3) Displaying products, consigning or using electronic media websites for public bidding and selling.
- (4) Inciting or compelling behavior that violates the company's education to the detriment of Grand Sun's interests.
- (5) Advertising on behalf of Grand Sun in newspapers or other media without authorization.
- (6) Maliciously damaging the company's reputation or rights and interests by words or behavior.
- (7) Using Grand Sun's trademarks or infringing on copyrights without authorization.
- (8) In the case of misappropriation of subordinate credits, the material damage suffered by the other party as a result of the act shall be reimbursed to the aggrieved party within a certain period of time.
- (9) In the case of intentional misappropriation of bonuses or intentional misdistribution of bonuses, the aggrieved party shall be reimbursed within a certain period of time.
- (10) Improper stockpiling at the instigation of subordinates by superiors.
- (11) In the case of fraudulent use of another person's name to purchase products and thereby jeopardizing the rights and interests of the other party, the substantive loss suffered by the other party as a result of such act shall be reimbursed to the aggrieved party within a certain period of time.
- (12) Those who use the Grand Sun organization's workplace to engage in other transactions that are not part of Grand Sun's business for personal gain.
- (13) Promoting or selling products or services and introducing others to join a MLM organization in a deceptive or misleading manner.
- (14) Soliciting funds from others under the guise of a MLM business or organization.
- (15) Engaging in MLM activities in a manner contrary to public order or good morals.
- (16) Influencing the order of market transactions or causing significant losses to consumers through improper direct access trading.
- (17) Engaging in MLM activities in violation of criminal law or other business administration laws.
9.5 Disciplinary range︰
- (1) In the event of the first violation of “maliciously damaging the company's reputation or rights by words or behavior” as stated in 9.4.6, the Distributor will be disqualified.
- (2) In the event of the first violation of any of the above mentioned rules, “except for 9.4.6”, a warning will be issued; in the event of a second violation, the Distributor will be disqualified.
- (3) Grand Sun shall reserve the right of legal recourse in the event that any of the above violations are related to legal matters, in addition to the disposition of such violations in accordance with the provisions of the “Disciplinary Provisions”.