Policies & Procedures

SECTION 1 - introduction

1.1 P0LlClES INC0RP0RATED INTO DISTRIBUT0R AGREEMENT

These Policies and Procedures, in their present form and as amended from time to time at OEI’s discretion, are incorporated into the OEI Business Partner Agreement. It is the responsibility of each Business Partner to read, understand, adhere to, and ensure that he/she is aware of and operating under the most current version of these Policies and Procedures. For the purpose of these policies, the term Business Partner refers to all individuals (and business entities) who entered into a Business Partner Application and Agreement with OEI. For avoidance of doubt, these Policies and Procedures form part and parcel of the OEI Business Partner Agreement and hence they are binding and enforceable against all Business Partner. All Business Partners are deemed to have agreed to the latest and most current version of the Policies and Procedures as they are expected to be aware and to check on the same.


1.2 PURP0SE

The purpose of the Business Partner Agreement is:

• To define the relationship between OEI and the Independent Business Partner;
• To set standards of acceptable business behavior;
• To assist you in building and protecting your business.


1.3 CHANGES

The Company may from time to time amend the terms and conditions of the Business Partner Agreement, Policies and Procedures, Compensation Plan and Price List. Amendments shall be effective upon notification of the changes in official OEI publications distributed to all Leaders from Pristine Director position & above (1st communication), Active Business Partners (2nd communication) and all preferred customers.


1.4 DELAYS

OEI shall not be responsible for delays and failures in performing its obligations due to circumstances beyond its reasonable control, such as strikes, labor difficulties, riots, war, fire, death, curtailment or interruption of a source of supply, government decrees or orders, etc.


1.5 P0LICIES AND PROVISIONS SEVERABLE

If any provision of the Business Partner Agreement as it currently exists or as may be amended is found to be invalid, illegal, or unenforceable for any reason, only the invalid provision will be severed from the Business Partner Agreement; the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, illegal, or unenforceable provision never comprised a part of the Business Partner Agreement.


1.6 TITLES NOT SUBSTANTIVE

The titles and headings to these policies are for reference purposes only and do not constitute, and shall not be construed as, substantive terms of the Business Partner Agreement


1.7 WAIVER

OEI never forfeits its right to require Business Partner compliance with the Business Partner Agreement or with applicable laws and regulations governing business conduct. Only in rare circumstances will a policy be waived, and such waivers will be conveyed by the Legal Services Department or an officer of the company in writing. The waiver will apply only to that specific case and in that specific context and OEI reserves all its rights to exercise full discretion as to any waiver.


SECTION 2—BECOMING A BUSINESS PARTNER


2.1 TO BECOME A OEI BUSINESS PARTNER

• Be at least the age of majority in your country of residence; with Joining fee is RM45.00 with Business Online Tools
• Reside in a geographic area where OEI has been approved for business;
• Read and understand the OEI Policies and Procedures and OEI Compensation Plan;
• Submit an original signed Business Partner Application and Agreement to OEI either on print out hard copy of member’s application form or online submission; and
• Purchase a OEI Start up business tool for a nominal cost RM70.00 (unless prohibited by law).
• Have a valid NRIC number.
• Provide OEI with a current and correct correspondence address and phone number where you can be reached and continue to update OEI of any changes.
• OEI reserves the right to accept or reject any application without giving any reason whatsoever.

If OEI determines that the Business Partner Application and Agreement contains inaccurate or false contact or other information, it may immediately terminate a Business Partnership or declare the Business Partner Application and Agreement null and void from its beginning. Further, it is the obligation of the Business Partner to report to the Company on an ongoing basis any changes which affect the accuracy of the Business Partner Application and Agreement.


2 .2 STARTUP BUSINESS TOOL

No person is required to purchase OEI products to become a Business Partner. However, to familiarize as new Business Partner with OEI products, services, sales techniques, sales aids, and other matters, OEI requires new Business Partner to purchase a Startup Business tool except where prohibited by law. OEI will repurchase any resalable kits from Business Partners who terminate their Business Partner Agreement within thirty (30) days provided always the kits are still in good working order in accordance to the standard of OEI.


2.3 IDENTIFICATION AND BUSINESS PARTNER NUMBER

When OEI receives and accepts a Business Partner’s original Application and Agreement, OEI will assign a unique Business Partner Number. They must use their Business Partner Number whenever they call a OEI Customer Care Services Consultant or Order Express Representative to place orders and track commissions and bonuses.


2.4 ENROLLMENT

After signing the Business Partner Application and Agreement form via OEI’s official platform, a Business Partner applicant may enroll by fax or over the counter submission (Hardcopy) or online and receive a Business Partner Number and authorization through email with immediate effect. The applicant must provide OEI with all the necessary information to complete the Business Partner Application and Agreement form. The applicant may order a Startup Business Tool at that time using a valid credit card or debit card, the Business Partner’s Number and authorization will be valid with immediate effect whereby OEI will send via the valid email address provided during enrollment. OEI reserves the right to remove a Business Partnership from its system or stop payment of commissions earned if the Application and Agreement has not been completed in accordance to OEI standard.


2 .5 Business Partner BENEFITS

Once OEI accepts a Business Partner Application and Agreement, the benefits of the Compensation
Plan and the Business Partner Agreement are available to the new Business Partner. These benefits include the right to:

• Purchase OEI products and services at the Business Partner price;
• Participate in the OEI Compensation Plan receive bonuses and commissions, if eligible;
• Sponsor other individuals as Preferred Customers or Business Partners into the OEI business and thereby build an Organization and progress through the OEI Compensation Plan;
• Receive OEI literature and other OEI communications;
• Participate in OEI-sponsored support, service, training, motivational, and recognition functions upon payment of appropriate charges, if applicable;
• Participate in promotional and incentive contests and program sponsored by OEI for its Business Partners and upon payment of appropriate charges, if applicable;
• Retail OEI products or services and profit from these sales;
• A Business Partner continuation of a Business Partnership or acceptance of earnings pursuant to the Compensation Plan or acceptance of any other benefits under the Application and Business Partner; Agreement constitutes acceptance of the Application and Business Partner Agreement and these Policies and Procedures and of any amendments made from time to time.


2.6 RENEWAL OF BUSINESS PARTNERSHIP

OEI charges Business Partners an annual Business Partner renewal fee of RM45.00. OEI will automatically charge the fee to the Business Partner credit card or bank account on file with OEI on the anniversary date of the Business Partner application. Business Partners without a credit card or bank account must renew by phone or mail. The annual renewal fee will:

• Automatically renew your subscription to OEI publications;
• Renew your Business Partner Agreement (signifying your acceptance of and promise to adhere to the
most current version of the Policies and Procedures as amended from time to time at OEI’s absolute discretion) and maintain your line of sponsorship; and continue your entitlement to participate in OEI’s Compensation Plan; purchase OEI products; enjoy OEI service support programs; participate in company promotions, contests, and recognition; and attend Company events;
• In the event should one account expired without renewal fee, account will be frozen and suspended from ordering of products, Autoship, access to DLM & website.


2.7 REGISTRATION AND ACCOUNT SECURITY

You must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You are entirely responsible for maintaining the confidentiality of your password and account. You agree to indemnify OEI for any unauthorized use of your account or any other breach of security not resulting from OEI’s negligence. OEI will not be held liable for any loss that may incur as a result of someone using your password or account; either with or without your knowledge. You may be held liable for losses incurred by OEI or another party due to someone using your account and password.


SECTION 3—OPERATING A OEI BUSINESS PARTNERSHIP


3.1 Actions of Household Members or Affiliated Individuals

If any member of a Business Partner immediate household (a Business Partner spouse or dependents)
engages in any activity, which, if performed by the Business Partner would violate any provision of
the Business Partner Agreement, such activity will be deemed a violation by the Business Partner.


3.2 ADHERENCE TO THE OEI COMPENSATION PLAN

Business Partners must adhere to the terms of the OEI Compensation Plan as set forth in official OEI literature. Business Partners shall not offer the OEI opportunity through, or in combination with, any other opportunity or unapproved method of marketing. Business Partners shall not require or encourage other current or prospective Preferred Customers or Business Partners to participate in OEI in any manner that varies from the program as set forth in official OEI literature. Business Partners shall not require or encourage other current or prospective Preferred Customers or Business Partners to execute any agreement or contract other than official OEI agreements and contracts in order to become a OEI Business Partner. Similarly, Business Partners shall not require or encourage other current or prospective Preferred Customers or Business Partners to make any purchase from, or payment to, any individual or other entity to participate in the OEI Compensation Plan, other than those purchases or payments identified as recommended or required in official OEI literature. In the event that OEI suspects that such a breach is committed by the Business Partner, OEI has the absolute power to immediately terminate the account of the Business partner and the account will be frozen and suspended from ordering of products, Autoship, access to DLM & website.


3.3 ADVERTISING


3.3.1 IN GENERAL

Business Partners must avoid all discourteous, deceptive, misleading, illegal, unethical, or immoral conduct or practices in their marketing and promotion of OEI, the OEI opportunity, the Compensation Plan, and OEI’s products. Only those Business Partners who have achieved the rank of Pristine Director or higher may produce individual sales, marketing, and support materials to market or promote OEI, the OEI opportunity, the Compensation Plan, OEI’s products, or their OEI businesses. All other Business Partners may only use sales aids and support materials produced or currently approved by OEI. Sales, marketing, and support materials include, but are not limited to, training and recruiting information, brochures, flyers, pamphlets, posters, postcards, letters, classified advertisements, etc. promoting OEI’s products and programs, as well as e-mail messages, voice mail message recordings, social media sites, and Internet Websites used to publicize OEI, its products, services, or Compensation Plan.

Any Business Partner who has achieved the rank of Pristine Director or above who desires to create his/her own sales tools, promotional materials, advertisements or other literature (promotional material) must submit a copy of the proposed materials to OEI for review and approval in writing before he/she may use the information to promote his/her business or the OEI opportunity. Upon receipt of the proposed promotional material, OEI will review the information to determine the appropriateness of the material’s form and content. OEI’s review of the proposed promotional material will be subject to a review fees.

OEI will promptly notify the PD or higher ranking Director regarding the Company’s decision to approve or disapprove the material for use in promoting and supporting his/her OEI business activities. SC and higher ranking Directors may only use those promotional materials that OEI has expressly approved. Such materials may not be offered for sale at a profit for a Business Partner.

It is the Business Partner responsibility to ensure that previously approved promotional material remains current and up-to-date. OEI further reserves the right to rescind approval for any promotional materials, and Business Partners waive all claims for damages or remuneration arising from or relating to such rescission.
It is further agreed that the Business Partner is to indemnify OEI in the event of any lawsuit or complaint or action by any party or any relevant authority over the use of the promotional materials against all expenses, costs, damages that may be incurred or suffered by OEI.


3.3.2 TELEVISION AND RADIO

Business Partners may advertise on television and radio subject to OEI’s express written approval.


3.3.3 MEDIA ENQUIRIES

Business Partners must refer all media inquiries regarding OEI to the OEI Legal Services Department.
This will ensure that accurate and consistent information reaches the general public.


3.3.4 TRADEMARKS AND COPYRIGHTS

• A Business Partner may not directly or indirectly use the OEI trademark or trade name or corporate logo to promote their independent business. Rather, they must use the “Independent OEI Business Partners’’ logo to promote their business, including in business listings. A reproducible copy of the logo can be obtained from OEI.
• Business Partners should not answer the telephone in any manner that might indicate or suggest that the caller has reached OEI corporate office.
• Business Partners may not directly or indirectly record or reproduce materials from any OEI corporate function, event, speech, etc.
• Business Partners may not directly or indirectly record, reproduce, or copy any presentation or speech by any OEI spokesperson, representative, speaker, officer, director, or other Business Partners.
• Business Partners may not directly or indirectly reproduce or copy any recording of a OEI produced media presentation including audio, tapes, videotapes, CDs, DVDs, and website etc.
• Business Partners may not directly or indirectly publish, or cause to be published, in any written or electronic media, the name, photograph or likeness, copyrighted materials, or property of individuals associated with OEI without express written authorization from the individual and/or OEI.
• Business Partners may not directly or indirectly publish, or cause to be published, in any written form or electronic media, the copyright materials or property of OEI, without express written authorization from OEI.
• Business Partners may not directly or indirectly use or attempt to register or sell any of OEI’s trade names, trademarks, service names, service marks, product names, or any derivative thereof, for any internet domain name or email address.


3.3.5 Use of Business Partner Name, Likeness, and Image

Business Partner consents to OEI’s use of his/ her name, testimonial (or other statements about OEI, its products, or opportunity in printed or recorded form, including translations, paraphrases, and electronic reproductions of the same), and image or likeness (as produced or recorded in photographic, digital, electronic, video, or film media) in connection with advertising, promoting, and publicizing the OEI opportunity, products, or any OEI related or sponsored events.


3.3.6 ADVERTISED PRICE

Business Partners may not create their own marketing or advertising material offering any OEI products at a price less than the current Autoship price plus shipping and applicable taxes.


3.3.7 SOCIAL MEDIA

Business Partners may use Social Media, i.e. Facebook, Blogger, Twitter, Instagram, etc., to interact with his/her network regarding his/her OEI business. However, any information designed to solicit a Business Partner, Preferred Customer, or potential Business Partner or Preferred Customer to buy OEI product and / or services, attend a OEI event, or encourage them to contact him/her for more information would be considered an advertisement and thus fall under the advertising guidelines as set forth in section 3.3.1.


3.4 BUSINESS PARTNER CLAIMS AND REPRESENTATIONS


3.4.1 PRODUCT CLAIMS

OEI Business Partners may not make claims that OEI products have therapeutic or curative properties except those contained in official OEI literature. In particular, no Business Partner may make any claim that OEI products are useful in the cure, treatment, diagnosis, mitigation, or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only are such claims violation of the Business Partner Agreement, but they also violate the laws and regulations of the other countries in the near future. In the event that OEI suspects that such a breach is committed by the Business Partner, OEI has the absolute power to immediately terminate the account of the Business partner and the account will be frozen and suspended from ordering of products, Autoship, access to DLM & website.


3.4.2 INCOME CLAIMS

Business Partners may not make income projections or claims or disclose their OEI income (including the showing of cheques, copies of cheques, or bank statements) when presenting or discussing the OEI opportunity or OEI Compensation Plan, except as set forth in official OEI literature.


3.4.3 INDEMNIFICATION

Business Partner is fully responsible for all of his or her verbal and/or written statements made regarding the Products, services, and the Compensation Plan which are not expressly contained in official Company materials and the Business Partner agrees to indemnify OEI against any claims, damages, or other expenses, including attorneys’ fees, arising from any representations or actions made by the Business Partner that are outside the scope of the Agreement. The provisions of this section survive the termination of the Agreement.


3.5 COMMERCIAL OUTLETS

Business Partners may display and retail OEI products in commercial outlets where professional services are the primary source of revenue and product sales are secondary. Approved service-oriented establishments may include (but are not limited to) health spas, beauty shops, and physicians’ and chiropractors’ offices. Unapproved retail-oriented establishments may include (but are not limited to) retail stores, Internet auction/ online market places sites (i.e.: eBay, Zalora, Lazada, 11th Street), and pharmacies. It is a violation of this policy to knowingly be part of any scheme whereby a Business Partner provides product to a third party who then offers the product for resale in any unapproved retail-oriented establishment.

3.6 UNAUTHORISED RECRUITING

OEI Business Partners may participate in other direct selling or network marketing or multilevel marketing ventures (collectively, “multilevel marketing”), except for position Pristine Director & above in OEI and Business Partners may engage in selling activities related to non-OEI products and services or similar, if they desire to do so. However, Business Partners are prohibited from unauthorized recruiting activities, which include the following:

• Recruiting or enrolling OEI customers or Business Partners for other multilevel marketing business ventures, either directly or through a third party. This includes, but is not limited to, presenting or assisting in the presentation of other multilevel marketing business ventures to any OEI Preferred Customer or Business Partner, or implicitly or explicitly encouraging any OEI Preferred Customer or Business Partner to join other business ventures. It is a violation of this policy to recruit or enroll a OEI Preferred Customer or Business Partner for another multilevel marketing business, even if the Business Partner does not know that the prospect is also a OEI Preferred Customer or Business Partner;
• Producing any literature, tapes, or promotional material of any nature for another multilevel marketing business or appearing in, being referenced in, or allowing the Business Partner name or likeness to be featured or referenced in any promotional, recruiting or solicitation materials for another multi-level marketing company;
• Selling, offering to sell, or promoting any competing products or services to OEI Preferred Customers or Business Partners. Any product or services in the same generic category as a OEI product or service is deemed to be competing, (e.g., any dietary supplement is in the same genetic category as OEI’s dietary supplements and is, therefore, a competing product, regardless of differences in cost, quality, ingredients, or nutrient content);
• Offering OEI products or promoting the OEI Compensation Plan in conjunction with any non-OEI business plan, opportunity, product, or incentive;
• Offering any non-OEI products or opportunities in conjunction with the offering of OEI products or business plan or at any OEI meeting, seminar, launch, convention, or other OEI function; or
• Where a prospective Business Partner or Preferred Customer accompanies a Business Partner to a OEI meeting or function, no other OEI Business Partner may recruit the prospect to enroll in OEI or any other multilevel marketing business for a period of fourteen (14) days or unless and until the Business Partner who brought the prospect to the function advises the other OEI Business Partner that the prospect has elected not to enroll in OEI and that the Business Partner is no longer recruiting the prospect to enroll in OEI, whichever occurs first. Violations of this policy are especially detrimental to the growth and sales of other Business Partners’ OEI businesses and to OEI’s business.
• A Business Partner direct or indirect participation, including the receipt of compensation from, or having an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in any other multilevel marketing venture they may not participate in OEI’s Leadership or Elite Bonus Programs. A Business Partner who accepts Leadership Bonus or Global pool Bonus while participating in another multilevel marketing venture is in material breach of this Agreement regardless of the Business Partner intent or purpose of such participation.
• A Business Partner who participates in any way in another multilevel marketing venture is not eligible to have access to confidential customer information, including but not limited to the customer lists included in the Downline Management system (DLM).


3.6.1 POST CANCELLATION SOLICITATION PROHIBITED

A former Business Partner shall not directly or through a third party solicit any OEI Business Partner or Preferred Customer to enroll in any direct sales, network marketing, or multilevel marketing program or opportunity for a period of one (1) year after the cancellation of an individual or entity’s Business Partner Agreement. This provision shall survive the expiration of the Business Partner obligations to OEI, pursuant to the Business Partner Agreement.


3.6.2 GENEALOGY REPORTS

The OEI Genealogy Reports are confidential and contain proprietary business trade secrets. A Business Partner may not use the reports for any purpose other than for developing their OEI business. The Business Partner and OEI agree that, but for this agreement of confidentiality and non-disclosure, OEI would not provide Genealogy Reports to the Business Partner. During any term of the Business Partner Agreement and for a period of five (5) years after the termination or expiration of the Business Partner Agreement between Business Partner and OEI, for any reason whatsoever, a Business Partner shall not, on his/her own behalf or on behalf of any other person, partnership, association, corporation, or other entity:

• Disclose any information contained in the reports to any third party;
• Use the reports to compete with OEI; or
• Recruit or solicit any Business Partner or Preferred Customer listed on the reports to participate in other multilevel marketing ventures. This provision shall survive the termination or expiration of this Agreement.


3.7 CORPORATION, PARTNERSHIPS, AND TRUSTS

A corporation, partnership, or trust (collectively referred to in this section as an “Entity”) may apply to be a OEI Business Partner by submitting a properly completed Business Partner Application and Agreement together with a Corporation, Partnership Registration. At any time, OEI may request at its option that the Business Partner provide its Certificate of Incorporation, Partnership Agreement, or trust documents (these documents are collectively referred to as the “Entity Documents”) to OEI. A Business Partnership may change its status under the same sponsor from an individual to a partnership, corporation, or trust, or from one type of entity to another. To do so, the Business Partner(s) must submit a properly completed Business Partner Application and Agreement and Corporation, Partnership DBA Registration Form to OEI. The Corporation, Partnership DBA Registration Form must be signed by all of the shareholders, partners, trustees, or other individuals having an ownership interest in the business. Members of the Entity are jointly and severally liable for any indebtedness or other obligation to OEI. As set forth in Section 3.14, no individual may participate directly or indirectly in more than one Business Partnership. It is the responsibility of those persons involved in the Entity to conform to the laws of the state in which their Entity is formed. OEI reserves the right to approve or disapprove any Business Partner Application and Agreement submitted by an Entity, as well as any Business Partner Application and Agreement submitted by any current Business Partner(s) for the formation of an Entity for tax, estate planning, and limited liability purposes.


3.8 PERSONAL DATA AND RIGHT TO PRIVACY


3.8.1 PERSONAL INFORMATION

From time to time it will be necessary for you to provide OEI with personal information for purposes related to your Business Partnership or your application to become a OEI Business Partner. These purposes may include:

• Processing your Business Partner Application.
• Development Genealogy Reports.
• Providing Business Partner services such as planning and facilitating Business Partner meetings and
training.
• Administering Business Partner benefits.
• Development and implementing policies, marketing plans, and strategies.
• Publishing personal information in OEI newsletters, promotional materials, and intra-group
communications.
• Providing references.
• Complying with applicable laws and assisting with any governmental or police investigation and
• Other purposes directly relating to any of the above.


3.8.2 COMMUNICATING PERSONAL INFORMATION TO THIRD PARTIES

Where permitted by the provisions of applicable law, OEI may provide your personal information to the following third parties:

• Employees, directors, and managers of OEI and its local and foreign associated/affiliated companies.
• Any agent, contractor, supplier, vendor, or other third party who provides administrative, advertising, printing, or other services to OEI or its affiliated companies, including but no limited to distribution centers, external auditors, medical practitioners, trustees, insurance companies, actuaries, and any consultant/agent appointed by OEI or its affiliated companies to plan, provide, and/or administer Business Partner benefits.
• Persons or organizations seeking references; and
• Any government agency or other appropriate governmental; police; or regulatory authority in
Malaysia.


3.8.3 BUSINESS PARTNER ACCESS TO PERSONAL INFORMATION

Under the Personal Data (Privacy) Ordinance, you have the right to request and obtain from OEI the personal information OEI has on file about you and correct any data that are inaccurate (unless an exception applies). You may also request OEI to inform you of the type of personal information maintained by OEI. Requests for access to and correction of personal data or information about OEI’s policies and practices regarding personal data should be addressed in writing to OEI Customer Service.


3.9 Deceptive Practices and Detrimental Conduct

Business Partners must fairly and truthfully explain the OEI products, opportunity, OEI Compensation Plan, and Policies and Procedures to prospective Business Partners. This includes:

• Being honest and thorough in presenting material from the OEI Compensation Plan to all potential Business Partners;
• Making clear that income from the OEI Compensation Plan is based on product sales and not merely on sponsoring other Business Partners;
• Making estimates of profit that are based on reasonable predictions for what an average Business Partner would achieve in normal circumstances;
• Representing that past earnings in a given set of circumstances do not necessarily reflect future earnings;
• Not misrepresenting the amount of expenditure that an average Business Partner might incur in carrying on the business;
• Not misrepresenting the amount of time an average Business Partner would have to devote to the business to achieve the profit estimated, and not stating that profits or earnings are guaranteed for any individual Business Partner;
• Never stating or inferring that you will build a Downline Organization for anyone else;
• Never stating that profits or earnings are guaranteed for an individual Business Partner; and
• Never stating that any consumer, business, or government agency has approved or endorsed the OEI products or its OEI Compensation Plan.
• Never participating in downline purchasing (placing a sales order in a Business Center other than where the sale was generated).
• Manipulation of the Compensation Plan is not permitted and may result in disciplinary action. Manipulation of the Compensation Plan includes, but is not limited to, a Business Partner purchasing, to qualify for various ranks or commissions, large quantities of product that are not sold through the direct marketing channel, placing orders in other Business Partnerships in his/her downline organization, and any other actions that may violate state, federal or foreign anti-pyramid scheme laws. Such manipulations may, in the discretion of the OEI result in the suspension of commissions and termination of the Business Partnership.
• If any conduct by a Business Partner is determined by OEI to be injurious, disruptive, or harmful to OEI or to other Business Partners, OEI may take appropriate action against the Business Partner as set forth in Section 8.3.


3.10 INDEPENDENT CONTRACTOR STATUS

Business Partners are independent contractors and are not purchasers of a franchise or business opportunity. The agreement between OEI and its Business Partners does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Business Partner. All Business Partners are responsible for paying their own income taxes. Each Business Partner is encouraged to establish his/her own goals, hours, and methods of sale, so long as he/she complies with applicable laws and the terms and conditions of the Business Partner Agreement.


3. 11 PRODUCT LIABILITY INSURANCE

OEI maintains insurance to protect the Company and Business Partners against product liability claims. OEI’s insurance policy contains a “Vendors Endorsement” which extends coverage to Independent Business Partners so long as they are marketing OEI products in accordance with applicable laws and regulations and the Business Partner Agreement. OEI’s product liability policy does not extend coverage to claims that arise as a result of a Business Partner misconduct in marketing the products (see also Section 3.4).


3.12 INTERNATIONAL Sales & sponsoring program

Business Partners may sell and promote OEI’s products, opportunity, and services or recruit or enroll any potential Business Partner or customer only in countries in which OEI is approved for business as announced in official OEI communications. If a Business Partner desires to conduct business in an authorized country other than the one in which they are a Business Partner, he/she must comply with all the applicable laws and regulations for that country. In addition, he/she must enter into an International Sponsor Application and Agreement with OEI prior to conducting any international business including, but not limited to, selling only those products that are specifically designed, formulated, and approved for that particular market. For example, US labeled product may only be sold in the US; Mexico labeled product may only be sold in Mexico.


3.13 ADHERENCE TO LAWS AND ORDINANCES

You must obey all laws that apply to your business.


3.14 ONE BUSINESS PARTNERSHIP

A Business Partner may operate, receive compensation from, or have an ownership interest, legal or equitable, as a sole proprietorship, shareholder, trustee, or beneficiary in only one OEI Business Partnership. However, notwithstanding this rule, your spouse may become a Business Partner and operate a second Business Partnership as long as your spouse’s Business Partnership is placed below one of your Business Centers and not in a crossline sales organization. The second business must be a bona fide independent business that is operated by the person listed on the agreement and not by the owner of the first business.


3.15 REPACKAGING AND RELABELING PROBIHITED

Business Partners may not re-label or alter the labels on any OEI products, information, materials, or programs in any way. Business Partners may not repackage or refill any OEI products. OEI products must be sold in their original containers only. Such relabeling or repackaging would violate governing laws, which could result in severe criminal penalties. Civil liability may also result when the person using the products suffer any type of injury or their property is damaged as a consequence of the repackaging or relabeling of products.


3.16 SALE, TRANSFER, OR ASSIGNMENT OF BUSINESS PARTNERSHIP

A Business Partner may not sell, transfer, or assign their Business Partnership rights to any person or entity without OEI’s express written approval. To obtain approval, you must:

• Be a Business Partner in good standing as determined by OEI in its sole discretion.
• Before any transfer will be approved by OEI, any debt obligations the selling Business Partner has with OEI must be satisfied.
• The transferring Business Partner must be in good standing and not in violation of any of the terms ofthe Business Partner Agreement or these Policies and Procedures, to transfer his/her Business Partnership.
• The combining of Business Partnerships is not permitted. OEI will not approve the transfer of a Business Partnership to any individual or Entity that is a current Business Partner or who has an ownership interest in any Business Partnership. Similarly, OEI will not approve the transfer of a Business Partnership to any individual or Entity that has previously had any ownership interest in, or operated, a OEI Business Partnership.
• No individual Business Centers may be transferred separately from the Business Partnership. If a Business Partner wishes to transfer his/her Business Partnership, all Business Centers must be included in the transfer.
• The transferring Business Partner must notify the OEI Legal Services Department of his/her intent to transfer the Business Partnership by completing and submitting a signed Transfer of Business Partnership and Business Partner Application form with a photocopy of front and back of the Business Partner Identity Card. No changes in line of sponsorship can result from the transfer of a Business Partnership.

3.17 SEPARATION OF A BUSINESS PARTNERSHIP

If Business Partners wish to dissolve their jointly held Business Partnership, they must do so in such a way as to not disturb the income or interests of their Upline and Downline Organizations. Business Partners should consider the following when deciding whether or not to dissolve a jointly held Business Partnership:

• If a jointly owned Business Partnership is dissolved, anyone of the joint owners may operate the Business Partnership, but the other joint owners must relinquish their rights to, and interests in, the Business Partnership.
• OEI cannot divide a team, nor can it split commission or bonus cheques between the joint owners.
• If a jointly owned Business Partnership is dissolved, the individual(s) who relinquished ownership in the original Business Partnership may apply as new Business Partners immediately under any Sponsor but only if the Business Partnership has been jointly owned for more than six months before dissolution. In all other cases the individual(s) who relinquished ownership may apply as a new Business Partner only after waiting six months. This policy does not include the dissolution of a husband and wife's Business Partnership. Only upon legal divorce may a husband or wife leave his/her Business Partnership and immediately enroll under any Sponsor of his/her choice.


3.18 SUCCESSION

If a Business Partner dies or becomes incapacitated, his/her rights to commissions, bonuses, and team, together with all Business Partner responsibilities, will pass to his/her successor(s). Upon death or incapacitation, the successor(s) must present the OEI Compliance Department with proof of death or incapacitation, along with proof of succession, such as a Grant of Probate or an Enduring Power of Attorney, and a properly completed Business Partner Application and Agreement. You may inherit and retain another Business Partnership even though you currently own or operate a Business Partnership. In the case of intestacy, OEI will deem the Business Partnership non-transferable if it is not contacted by an authorized representative of the estate or the heirs, devisees, successor trustees, personal representative, or executor of the decedent within six (6) months of the Business Partner death.


3.19 TAXES


3.19.1 INCOME TAXES

Each Business Partner is responsible for paying federal, local, state, provincial, and territorial taxes on any income generated as an Independent Business Partner. OEI will not give out personal tax advice. The Business Partner is to consult with his or her own local tax professional.


3.20 TELEPHONE AND E-MAIL SOLICITATION

The use of any automated telephone solicitation equipment in connection with the marketing or promotion of OEI, its products, or the OEI opportunity is strictly prohibited. The use of “boiler-room” telemarketing operations to sell products or services over the telephone, or to recruit Business Partners, is strictly prohibited. Business Partners are also forbidden from sending unsolicited e-mail message or “spamming’’ to sell products or to recruit Business Partners.


3.21 TERRITORIES

There are no exclusive territories for marketing OEI products or services, nor shall any Business Partner imply or state that he/she has an exclusive territory to market OEI products or services.


3.22 TRADE SHOWS AND EXPOSITIONS

Business Partners may display and/or sell OEI products at trade shows and expositions, but may not display or sell OEI products at events that are not conducive to the image OEI wishes to portray. All literature displayed at the event must be approved OEI literature and must clearly identify the individual(s) as Independent Business Partners.


3.23 TRANSFERRING OF SPONSORSHIP


3.23.1 CONFLICTING ENROLLMENTS

Every prospective Business Partner has the ultimate right to choose his/her own Sponsor. As a general rule, the first Business Partner who does meaningful work with a prospective Business Partner is considered to have first claim to sponsorship. Basic tenets of common sense and consideration should govern any dispute that may arise. In the event that a prospective Business Partner or any Business Partner on behalf of a prospective Business Partner, submits more than one Business Partner Application and Agreement to OEI, listing a different Sponsor on each, the Company will only consider valid the first Business Partner Application and Agreement that it receives, accepts, and processes. If there is any question concerning the sponsorship of a Business Partner, the final decision will be made by OEI.


3.23.2 PLACEMENT CHANGES

OEI will not permit any change in the line of sponsorship except in the following circumstances:

• Where a Business Partner has been fraudulently or unethically induced into joining OEI.
• Where an incorrect placement was made due to a Business Partner error, a change in the line of sponsorship can be made to correct the error where a request for a change is made within 10 days of enrollment. If you make such a request, you must also submit the written consent of your Sponsor along with the required placement change fee. If at the time of the request you have any team members in place, no change will be permitted in the line of sponsorship. In the event that such a change is approved, commissions and bonuses earned will be adjusted accordingly. In no case will a change of placement be approved where a signed application has not been received by OEI.
• If you terminate your Business Partnership in writing you may rejoin under the Sponsor of your choice after a period of 6 months. Following termination of your Business Partnership, you may participate as a Preferred Customer during the 6-month period. In the event you terminate your Business Partnership, you forfeit all rights, bonuses, and commissions under your previous line of sponsoring. You may not avoid compliance with this policy through the use of DBA’s assumed names, corporations, partnerships, trusts, spouse names, social insurance numbers, social security numbers, employer identification numbers, fictitious ID numbers, etc. You also may not avoid compliance with this policy by allowing a former Business Partner to participate in anyway in your Business Partnership.
• If you have been “inactive’’ (i.e., no purchases or sales of OEI products or participation in any other form as a Business Partner) for a period of 12 successive months, you may terminate your Business Partnership in writing and rejoin immediately under the Sponsor of your choice.


3.23.3 CROSS-LINE RAIDING

• Cross-line raiding is strictly prohibited. “Cross-line raiding’’ is defined as the enrollment or attempted enrollment of an individual or Entity that already has a current Preferred Customer or Business Partner Agreement on file with OEI, or who has had such an agreement within the preceding six (6) calendar months within a different line of sponsorship. The use of trade names, DBA’s, corporations, partnerships, trusts, spouse names, social insurance numbers, social security numbers, employer identification numbers, or fictitious ID numbers to circumvent this policy is prohibited. Business Partners may not demean, discredit, or invalidate other OEI Business Partners in an attempt to entice another Business Partner to become part of the first Business Partner team.


3.23.4 ASSUMPTION OF RISKS

Business Partners understand that while traveling to or from OEI related meetings, events, activities, workshops, retreats, or gatherings, they are doing so as a part of their own independent business and not in any manner as an employee, agent, or functionary of the OEI, notwithstanding the fact that their attendance may be based in whole or in part by invitation from, or agreement with, the OEI to attend. Business Partners assume all risks and responsibility for such travel. For avoidance of doubt, the relationship between the Business Partners and OEI shall never be a principal-agent relationship and no vicarious liability can ever be established.


SECTION 4—RESPONSIBILITIES OF BUSINESS PARTNERS AND SPONSORS


4.1 ONGOING SUPERVISION, TRAINING, AND SALES

Any Business Partner who sponsors another Business Partner into OEI must train the new Business Partner in product knowledge, effective sales techniques, the Compensation Plan, and the Policies and Procedures. Business Partners must also supervise and monitor Business Partners in their team to ensure they conduct business professionally and ethically, promote sales properly, and provide quality customer service. As a Business Partner progresses through the various levels of leadership, his/her responsibilities to train and motivate team members will increase. When sponsoring or enrolling a new Business Partner, it is the responsibility of the sponsoring Business Partner to ensure that the applicant is provided with, or has online access to the most current version of these Policies and Procedures and the OEI Compensation Plan prior to their execution of the Business Partner Agreement.


4.2 NON-DISPARAGEMENT

In setting the proper example for their downline, Business Partners must not disparage OEI, other OEI Business Partners, OEI’s Products, the OEI Compensation Plan, or the Company’s employees. Such disparagement constitutes a material breach of these Policies and Procedures.

4.3 HOLDING APPLICATIONS OR ORDERS

All Business Partners must forward to OEI any forms and applications they receive from other Business Partners or applicant Business Partners, or Preferred Customers or applicant Preferred Customers, by the next business day after which the forms or applications are signed.


4.4 REPORTING POLICY VIOLATIONS

Business Partners should report any observed violations of a policy violation or any potential breach of these Policies and Procedures and any infringement of the Trademark or any intellectual properties’ rights of OEI to the OEI Legal Services Department.


SECTION 5—SALES REQUIREMENTS


5.1 PRODUCT SALES

The OEI Compensation Plan is based upon the sale of OEI products and services to end consumers. Business Partners must fulfill specified personal and Downline Organization sales requirements (as well as meet other responsibilities set forth in these Policies and Procedures) in order to be eligible for bonuses, commissions, and advancement to higher levels of achievement. The following sales requirements must be satisfied in order for Business Partners to be eligible for commissions:

• A minimum of seventy percent (70%) of a Business Partner orders must be for personal consumption and/or sold to other customers or end users. The sales volume of a Business Partner personally enrolled Preferred Customers shall be included for the purposes of determining compliance with the 70% requirement. Business Partners may not purchase additional product until at least seventy percent (70%) of the previous order has been personally consumed or sold to end customers.
• Business Partners must develop or service at least five customers every four-week rolling period. These customers can be either retail customers, Preferred Customers, or any combination of the two.
• Business Partners are required to furnish their Retail Customers with a receipt which specifies the date of sale, the amount of sale, the items purchased, and the OEI satisfaction guarantee. Business Partners must retain all retail sales receipts for a period of two years and furnish them to OEI at the Company’s request. Records documenting the purchases of Business Partners’ Preferred Customers will be maintained by OEI.


5.2 SUGGESTED RETAIL PRICE

Business Partners are strongly advised to sell the products at retail prices suggested by OEI. Business Partners are not allowed to sell OEI products at prices that are lower than the purchase price from OEI. OEI reserves the right to suspend or terminate the Business Partnership if Business Partners are found to have violated this rule.


5.3 EXCESSIVE PURCHASES OF INVENTORY PROHIBITED

OEI strictly prohibits the purchase of products in unreasonable amounts solely for the purpose of qualifying for commissions, bonuses, or advancement in the Compensation Plan. Business Partners may not purchase more than they can reasonably resell or consume in any four-week rolling period, nor encourage others to do so. Decision to purchase products are at the discretion of the Business Partners and Business Partner must take full responsibility for their purchases.

Business Partners are not required to carry inventory of products or sales aids other than the initial Starter Kit. Business Partners who do so may find building a downline organization somewhat easier because of the decreased response time in filling customer orders or in meeting a new Business Partner needs. Each Business Partner must make his/her own decision with regard to these matters.


5.4 DEPOSITS

No monies should be paid to or accepted by Business Partners for a sale except at the time of product delivery.


SECTION 6—BONUSES AND COMMISSIONS


6.1 BONUS AND COMMISSION CYCLES

OEI pays commissions weekly. A Business Partner must review his/her commissions and report any errors or discrepancies to OEI within thirty (30) days from the date of the commission payment. Errors or discrepancies which are not brought to OEI’s attention within the thirty-day period will be deemed waived by the Business Partner.


6.2 ADJUSTMENT OF BONUSES AND COMMISSIONS

Business Partners earn commissions and bonuses based on product sales to End Consumers. Accordingly, OEI will adjust commissions and bonuses earned from any sale when the Business Partner or any other End Consumer returns the sold product for a refund. OEI will deduct the sales volume attributable to the returned product from the Upline Business Partner group volume within the first 2 weeks after the refund is given.


6.3 LOSS OF RIGHTS TO COMMISSIONS

You must be an active Business Partner and in compliance with the terms of the Business Partner Agreement to qualify for commissions and bonuses and OEI’s decision on this is final.


6.4 UNCLAIMED COMMISSIONS AND CREDITS

Business Partners who provide OEI with incomplete or invalid bank account information will have their commission and bonus retained as a credit. Any unclaimed credit will be held in trust for 6 years, during which time OEI may periodically notify the Business Partners in writing of their credit balance. OEI will charge a fee of RM20.00 for each notification or attempted notification, which is deducted from the Business Partners’ credit on account.


SECTION 7—PRODUCT GUARANTEES, RETURNS, AND INVENTORY REPURCHASE


7.1 PRODUCT EXCHANGE

• OEI warrants the quality of its products and shall exchange any defective product. Anyone returning a damaged or defective product must complete the Business Partner Product Exchange or Return Form provided always that the products are still in good order in accordance to OEI’s standard.
• Product exchanges made for the purpose of favorable gain though maximizing commissions or manipulating the compensation plan (as evidenced though patterns observed outside of the average Business Partner pattern of exchanges) will not be honored and are considered a material breach of the Business Partner Agreement.


7.2 THIRTY (30) DAYS RETURN POLICY


7.2.1 RETAIL CUSTOMERS

OEI obligates its Business Partners to honor the Company’s 100%, unconditional 30-day money- back guarantee to all Retail Customers. If for any reason a Retail Customer is dissatisfied with any OEI product, he/she may return the product to the Business Partners from whom the product was purchased within thirty (30) days from the date of purchase for a replacement, exchange, or full refund of the purchase price with nominal administration charges of 25% and commission paid out amount deducted. No return or refund will be entertained should the product in question already being consumed. If the Retail Customer requests a refund, the Business Partners who sold the product to the Retail Customer must immediately refund the Retail Customer’s purchase price. (Retail Customers must return merchandise to the Business Partners who sold it to them; OEI will not accept returned merchandise directly from Retail Customers.) The Business Partners, in turn, should complete a Dissatisfied Consumer Product Return and forward the form along with the original sales receipt and returned merchandise to OEI. OEI will then replace the returned merchandise with like product and ship it to the Business Partners. All Retail Customers must be provided with two copies of an official OEI sales receipt at the time of the sale. The back of the receipt provides the customer with written notice of his/her rights to cancel the sales agreement. OEI has the discretion to request for a report from the Business Partner explaining the circumstances leading to the dissatisfaction of the customer.


7.2.2 PREFERRED CUSTOMERS

OEI offers Preferred Customers a 100%, 30-day, money back guarantee on every product order. If for any reason a Preferred Customer is dissatisfied with any OEI product, he/she may return that product to the Company within thirty (30) days for replacement, exchange, or full refund of the purchase price. No return or refund will be entertained should the product in question be consumed by one third or more.


7.2.3 BUSINESS PARTNERS

If a Business Partner elects to cancel his/her Business Partnership during the thirty-day period immediately following his/her enrollment, OEI will refund 100% of the price of the Starter Kit and all products purchased as part of the Business Partner initial order (excluding shipping). The canceling Business Partner must return the products and the entire Starter Kit to OEI, shipping prepaid, along with a letter explaining that he/she wishes to terminate his/her Business Partnership and receive a refund. Please note that this 100% refund (less shipping & administration/ handling charges) does not apply once a Business Partner places his/her second product order. After the first order, refunds for returned products, Starter Kits, and sales aids are made pursuant to section 7.3. If a Business Partner returns his/her Starter Kit and/or merchandise equal to, or exceeding RM400.00, for a refund, the return constitutes a Voluntary Cancellation of his/her Business Partner Agreement. Moreover, the Company will adjust the appropriate Business Partners’ Sales Volume and Commission and Bonuses pursuant to Section 6.2.


7.3 ALL OTHER RETURNS

After the initial order, a Business Partner may return to OEI products, excluding promotional materials or products and sales aids, purchased within 6 months for a refund of 75% of the purchase price (less handling/ administration and delivery charges) and all return merchandise is in resalable condition, unless otherwise required by law. However, returns that result in refunds in excess of RM400 may result in the termination of the Business Partnership. Moreover, OEI may deduct from the amount of the refund any commissions or bonuses the Business Partner may have received as a result of the products that he/she is returning. OEI will not accept any partial return or exchange for individual product from BC Packs or Promotional Packs. All returns or exchange must correspond to quantity and items in the invoice. In Malaysia, OEI will only accept return of products sold in Malaysia. All product returns must be in good and resalable condition. OEI Malaysia reserves the right to reject any return not fulfilling this condition.


7.4 PROCEDURES FOR ALL RETURNS AND REPURCHASES

To receive a refund, exchange, or replacement on product purchased a Business Partner must: • Obtain a Return Merchandise Authorization Number (RMA#) from the Business Partner Services Department. This number must accompany all returned products;

• Return the product with the original invoice to OEI;
• Use proper shipping carton(s) and packaging materials to return the product to OEI. The Business Partner is responsible for tracing your return shipment should that be necessary. If a Business Partner returns product from a Retail Customer, he/she must:
• Send the product to OEI within 10 days of the customer’s return. The package must be accompanied by a completed Dissatisfied Consumer Product Return Form, a copy of the original sales receipt, and the unused portion in the original container.
• Only the Preferred Customer or Business Partner who ordered the product from OEI may return it.
• OEI is not liable for items lost in transit

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