BUSINESS AFFILIATE AGREEMENT

This Business Affiliate Agreement is made at Delhi on this 01 th Day of

September 2013.

Between
Destiny club, a Company incorporated under the Companies Act,
1956 and having its Corporate office at G-15, Sector-3, Nodia
Gautambudh Nagar, U.P.-201301, India, (hereinafter referred to as
“PRINCIPAL” through its Authorized Signatory Mr. Raj Kumar vide
board resolution dated 01.03.2013) which expression shall unless it
be repugnant to the context or meaning thereof be deemed to mean
and include its executors, administrators, successors and permitted
assigns;
And
Ajit Kumar R/O C 5/102/103 New Kondli Mayur Vihar Phase 3 New
Delhi 11096 (hereinafter referred to as “BUSINESS AFFILIATE”
through its Authorized Signatory Ajit Kumar vide board resolution
dated 01.09.2013) which expression shall unless it be repugnant to
the contest or meaning thereof be deemed to mean and include its
executors, administrators, successors and permitted assigns;
WHEREAS PRINCIPAL is engaged in the business of selling
“Private Membership Card” popularly known as “Destiny Club
Membership”;
WHEREAS BUSINESS AFFILIATE has offered to act as the Selling
Agent of the PRINCIPAL and the PRINCIPAL has agreed to appoint
BUSINESS AFFILIATE as the Selling Agent of the “Privilege
Membership Card” popularly known as “Destiny Club Membership” as
per guidelines and provisions enforced by statutory authorities on the
following terms and conditions contained hereinafter.
AND WHEREAS BUSINESS AFFILIATE has represented to
PRINCIPAL that it has the necessary infrastructure, management and
expertise to solicit and procure “Destiny Club Membership” business
for and on behalf of PRINCIPAL. It shall at its own cost and expense
obtain a license under the statutory authorities and shall obtain all
other necessary clearance if any under the applicable laws and
undertakes to ensure complete and continued compliance with the
same at all time, and shall ensure that all such licenses are valid and
in subsistence throughout the term of this Agreement.
Now this agreement witnesses and it is hereby agreed by
and between the parties hereto as follow:
1. The Responsibilities of BUSINESS AFFILIATE towards
the PRINCIPAL-
(a) BUSINESS AFFILIATE shall employ adequate number of
qualified and trained persons in its office and all its branches in
line with the sales practices of Destiny Club Membership, who
shall possess requisite knowledge to solicit and procure Destiny
Club Membership business.
(b) BUSINESS AFFILIATE shall forthwith provide PRINCIPAL all
information of its employees, on reasonable request.
(c) BUSINESS AFFILIATE shall cause the persons to adhere to
sales practices prescribed by PRINCIPAL and code of conduct
stipulated under the regulations and applicable laws as well as
the code of conduct provided by “Principal” from time to time.
(d) The Code of conduct prescribed by PRINCIPAL shall be in
addition to and not in derogation to the Regulations and
Applicable Laws>
1.1 BUSINESS AFFILIATE shall remain responsible for:
(a) All business done by or entrusted to its employees; and
(b) All acts of omission and commission of its employees and other
personnel associated with it; and
(c) All acts of selling during the process of its tenure and will be
responsible for all the business put up during the course of its
tenure for the next one year
(d) Employees of BUSINESS AFFILIATE shall not be entitled to any
compensation, fee or other payment from PRINCIPAL.
1.2 Product & Sales Practices
(a) The BUSINESS AFFILIATE shall not sell Membership of similar
nature for any other company.
(b) The BUSINESS AFFILIATE shall make best endeavor to promote
sales of the Destiny Club Membership.
(c) The BUSINESS AFFILIATE shall act faithfully and diligently with
the PRINCIPAL and shall disclose to it all complaints received
by BUSINESS AFFILIATE from the customers.
(d) The BUSINESS AFFILIATE shall sell Destiny Club Membership to
genuine customers and not to any party for re-sale of the
same.
(e) The Destiny Club Membership shall be sold by the BUSINESS
AFFILIATE at the price fixed by PRINCIPAL on the basis of
company price, along with the transport charges, sales tax
other duties and taxes payable. Such price shall be fixed by the
PRINCIPAL as far as possible in consultation with the BUSINESS
AFFILIATE from time to time. Membership shall not be sold by
the BUSINESS AFFILIATE for any price higher than the price so
fixed.
(f) The BUSINESS AFFILIATE shall sell Destiny Club Membership to
the members on receiving payment through current dated
cheque/DD only and shall never receive payment in cash. If the
BUSINESS AFFILIATE sells any Membership on credit, the price
 thereof shall be payable by the BUSINESS AFFILIATE to the
PRINCIPAL irrespective of whether the BUSINESS AFFILIATE
has received the price from the customer or not.
(g) The BUSINESS AFFILIATE shall ensure that the cheque
received by the members against membership shall be
submitted to the PRINCIPAL within Forty Eight (48) Hours of
receiving excluding national holiday, failing which BUSINESS
AFFILIATE shall be liable to pay for the price of Membership
Card as well as penalty charges as decided by the PRINCIPAL.
(h) The BUSINESS AFFILIATE shall never mis-sell Destiny Club
Membership and simultaneously shall also inform to every
prospective customer that the Membership is providing services
only related to holidays, health and discount on special
products and is not providing any bonus or returns of any kind
as also displayed on the website of PRINCIPAL.
(i) The BUSINESS AFFILIATE shall not give any warranty of the
Membership sold to the customer other than the warranty
given by the PRINCIPAL.
(j) The BUSINESS AFFILIATE receives any complaints regarding
any defects in using the Membership Card, the BUSINESS
AFFILIATE shall intimate the same to the PRINCIPAL. However,
no Membership sold will be taken back after the guarantee
period is over as prescribed by the PRINCIPAL.
(k) The BUSINESS AFFILIATE shall maintain accounts of the sale of
the Destiny Club Membership as aforesaid and the same will be
open for inspection by the PRINCIPAL whenever required.
(l) The BUSINESS AFFILIATE shall not hypothecate or pledge
Destiny Club Membership Card provided by PRINCIPAL and
otherwise raise any loan on the security of such Membership
Card.
(m) The Destiny Club Membership shall be sold on the trade mark or
trade name of the PRINCIPAL and no change or tampering with
the same shall be made by BUSINESS AFFILIATE.
2. Pay & Compensation (Commission):
PRINCIPAL shall pay to BUSINESS AFFILIATE compensation at
the rate prescribed in (ANNEXURE-1) hereto, for every Destiny
Club Membership Card sold by the BUSINESS AFFILIATE. Tax
deductible at source shall be deducted by PRINCIPAL to
BUSINESS AFFILIATE’s account as per provisions. All taxes,
levies, cess of any kind (including service tax) on gross
compensation shall be borne by BUSINESS AFFILIATE.
The Destiny Club Membership Card shall be generated and
delivered by the PRINCIPAL to the place or places required by
the PRINCIPAL as per the written application received by
PRINCIPAL from the BUSINESS AFFILIATE.
2.1 Notwithstanding anything to the contrary contained
herein during the validity of this agreement,
compensation shall be paid four times in a month by
PRINCIPAL to the BUSINESS AFFILIATE as per
(ANNEXURE-1) in the following manner:
(i) The BUSINESS AFFILIATE shall handover a security cheque
to the PRINCIPAL at the time of execution of this
agreement.
(ii) No compensation is payable if the customer cancels the
Membership (within the cancellation period) and if the
compensation is already paid, the same shall be adjusted in
the subsequent bill. In the absence of the same the
BUSINESS AFFILIATE shall refund the amount payable to
PRINCIPAL.
(iii) Further in case BUSINESS AFFILIATE failed to refund the
amount payable to PRINCIPAL within Seven (7) days of
demand, then PRINCIPAL shall be entitled to recover the
same by presenting the security cheque bearing No._____
of ______ Bank, received from BUSINESS AFFILIATE.
(iv) In case any cheque received from BUSINESS AFFILIATE
towards membership fee returned unpaid by the bank then
the charges against the same shall be borne by the
BUSINESS AFFILIATE.
(v) All payments shall be made by way of an account payee
cheque drawn in favour of the BUSINESS AFFILIATE.
Alternatively, PRINCIPAL may pay by direct credit to the
account of the BUSINESS AFFILIATE. For direct credit,
BUSINESS AFFILIATE will provide the bank account details
in writing to PRINCIPAL.
Other Responsibilities:-

3. BUSINESS AFFILIATE shall be responsible for:

(a) Conducting its business under this agreement from its office
and all its branches, present and future.
(b) Adhering to the quality standards as authorized in this
agreement and shall be provided time to time.
(c) Strict adherence to the code of conduct applicable to the
BUSINESS AFFILIATE, its persons or employees under the
regulations and guidelines issued by the statutory bodies shall
always be central to the business philosophy of PRINCIPAL as
accepted by the BUSINESS AFFILIATE.
4. Limitations on the BUSINESS AFFILIATE
4.1 The BUSINESS AFFILIATE shall not be entitled to appoint sub-
agents.
4.2 The BUSINESS AFFILIATE shall not assign the benefits and
rights under this agreement to any other person without the
consent of the PRINCIPAL. However the PRINCIPAL can
appoint any agent, for sale or to sell any Memberships directly
without the consent of the BUSINESS AFFILIATE.
5. The Responsibilities of PRINCIPAL towards the
BUSINESS AFFILIATE-
(a) The PRINCIPAL represents warrants and assures the BUSINESS
AFFILIATE, not to engage in any conduct, which will adversely
affect the good standing and reputation of the BUSINESS
AFFILIATE. Under no circumstances shall the BUSINESS
AFFILIATE be responsible for any breach of applicable laws by
PRINCIPAL, its persons, representatives or Affiliates/Alliances.
(b) The PRINCIPAL agrees, not to sell Destiny Club Membership to
any of the customers belonging to the database available with
the BUSINESS AFFILIATE, however as a special case the
PRINCIPAL, reserves the right to sell the same directly to any
particular person.
(c) PRINCIPAL shall ensure the timely payments of compensation
to the BUSINESS AFFILIATE for the Membership Card sold as
per agreed terms and conditions.
(d) PRINCIPAL shall not withhold the payments of compensation
payable to BUSINESS AFFILIATE without assigning any reason
thereof in writing and shall be settled by mutual discussions of
the parties within a reasonable time frame of not more than
one month.

6. Termination
 The duration of this agreement shall be for a period of One (1)
year from the date of hereof, subject to what is herein
otherwise provided. Parties may renew this agreement for
further period with mutual consent.
6.1 On receiving 3rd complaint of mis-selling against BUSINESS
AFFILIATE, the PRINCIPAL shall be entitled to terminate this
agreement with immediate effect without any notice.
6.2 Any party shall be entitled to cancel this Agreement by giving
Three (3) months prior notice to the other party in any of the
following events.
(a) If the other party commits breach of any term of this
agreement.
(b) If the other party being the PRINCIPAL, goes into
voluntary liquidation or is ordered to be wound up by a
court of law.
(c) If the other party is the BUSINESS AFFILIATE, the
BUSINESS AFFILIATE being dissolved.
(d) If the other party ceases to carry on the business of
selling Memberships.
(e) If any event happened makes the performances of this
agreement impossible by reason of any force measures
or otherwise.
(f) If the BUSINESS AFFILIATE is guilty of any conduct,
which the PRINCIPAL feels prejudicial to its interest.
Further, in this matter the Director of the PRINCIPAL or
the persons appointed by him shall have the sole
discretion.

7. Confidentiality
 Both the parties anticipate that during the course of any
negotiations/discussions/interactions undertaken prior to and/or
in pursuance of this agreement, shall keep restricted and not to
disclose the “Confidential Information”.
“Confidential Information” shall include PRINCIPAL’s material
and/or all other literature, information or data discloses
(whether in writing, orally or by any other means) to the
receiving party by the disclosing party or by the third party
acting on behalf of the Disclosing party and shall include but
not limited to (a) any information ascertainable by inspection
(b) any information having been disclosed prior to the date
hereof and (c) any information relating to the disclosing party’s
business, processes, plans, intentions, product information,
know how, designs, rights, trade secrets, customer lists and
database, market opportunities, business affairs, computer
programs, websites, hardware configurations, engineering
specifications, product documentation, product plans and other
business practices.
8. Indemnity
BUSINESS AFFILIATE understands that while acting on behalf
of PRINCIPAL, it shall only be acting as PRINCIPAL’s agent in
accordance with the statutory provisions of law prevailing in
India.
PRINCIPAL shall be responsible for ensuring that information
contained in Destiny Club Membership proposals and
membership contracts will be true and appropriate and so long
as the BUSINESS AFFILIATE and its employees comply with the
provisions of BUSINESS AFFILIATE AGREEMENT, PRINCIPAL
shall indemnify and hold harmless the BUSINESS AFFILIATE
from and against any and all costs, losses, expense, damages,
 liabilities, fines and the like which the BUSINESS AFFILIATE
may incur and/or suffer arising out of or in connection with any
act or omission of PRINCIPAL.
However, the BUSINESS AFFILIATE shall be solely liable for any
errors, omissions, willful misconduct, mis-selling by way of
inducement, misrepresentation, breach of code of conduct or
any other act by it or its employees outside the purview of the
scope of its or an omission of a material fact, or the negligence
or willful misconduct of its employees.
BUSINESS AFFILIATE agrees fully and effectually to indemnify
PRINCIPAL against all liabilities, claims, damages, costs,
expenses, actions or proceedings suffered or incurred by
PRINCIPAL as a result of any of the above said act or omission
of BUSINESS AFFILIATE and any of its employees or breach of
any obligation contained in this agreement as well as code of
conduct and (In case the BUSINESS AFFILIATE fails to
indemnify the PRINCIPAL, the PRINCIPAL would be entitled
recover its financial losses by presenting the security cheque,
received from BUSINESS AFFILIATE). Further in addition to this
the PRINCIPAL shall also be entitled to prosecute the
BUSINESS AFFILIATE for its above said acts and omissions.
9. Force Majeure:
Neither Party shall be responsible for any failure or delay in the
performance of any of its obligations under this agreement,
which were due to, any unforeseeable cause beyond the
reasonable control of the party. Each party shall promptly
inform the other of the existence of a Force Majeure Event.
“Force Majeure Event” means any event due to any cause
beyond the reasonable control of the either party; including,
without limitation, unavailability of any communication system,
 virus in the processes, sabotage, fire, flood, Explosion, act of
God, civil commotion, strikes or industrial action of any kind,
riots, insurrection, war, act of Government, computer hacking
unauthorized access to computer data and storage devices,
computer crashes, etc. The terms of this agreement shall stand
extended for the period or period of force majeure after the
execution of this Agreement by the Parties.
10. Dispute Resolution
In the event of any dispute or difference between the parties
hereto, regarding the interpretation or meaning of any
provision of this agreement or regarding any claim of one party
against the other or regarding any other matter arising out of
this agreement, the same shall be referred to arbitration of a
sole Arbitrator to be appointed by the PRINCIPAL and the
arbitration proceeding shall be governed by the Arbitration &
Conciliations Act, 1996. The venue of Arbitration shall be at
Noida and language for the proceedings shall be English
language only. For any suit or legal proceeding arising out of
this agreement; only the court at Noida (Gautambudh Nagar,
U.P.) shall have the jurisdiction to entertain and try the same.
11. Prior Agreement
This agreement is in super session and shall prevail over all the
prior agreements, MOUs or any other understanding, oral or
written, between the parties. All the prior agreements hereto
stand terminated and discharged with immediate effect.
12. The agreement is executed in two sets in original and one copy
hereof will be kept by the PRINCIPAL and the other by the
BUSINESS AFFILIATE
IN WITNESS WHEREOF the parties have put their respective hands
the day and year mentioned above.
Signed for and on behalf of the

PRINCIPAL BUSINESS AFFILIATE

In the presence of witnesses Signed by the within named

1.__________

2.____________
ANNEXURE-I
Payouts:

Commission Payouts- The following commercials are proposes:

7000-2,00000 (45%)
2,00000- above (50%)

1. These are gross commission rates subject to applicable taxes.

The commission shall be paid four times in a month for four
cycles every Monday.
2. The commission for 1st cycle shall be paid within the
subsequent cycle prior to its completion.
3. No commission is payable on any cancellation. Commission
already paid will be adjusted against future commission
payable, in the absence of same, BUSINESS AFFILIATE would
refund the amount payable to PRINCIPAL within Seven (7) days
of demand. Otherwise, PRINCIPAL shall be entitled to recover
the same by presenting the security cheque bearing no._____
of ____ Bank, received from BUSINESS AFFILIATE.
Signed for and on behalf of the
PRINCIPAL BUSINESS AFFILIATE
In the presence of witnesses Signed by the within named
1.______________

2.______________
CODE OF CONDUCT
The Code of Conduct outlines BUSINESS AFFILIATE’s
obligations as well as policies and expectations of PRINCIPAL in the
following manner:

Scope

This Code applies to activities of BUSINESS AFFILIATE with

respect to Destiny Club Membership and will become part of
Business Affiliate Agreement. By signing Business Affiliate
Agreement, BUSINESS AFFILIATE agrees to abide by the
guidelines of present code of conduct. Any breach of this Code
shall be treated as a breach of Business Affiliate Agreement and
shall give PRINCIPAL grounds to terminate its relationship with
BUSINESS AFFILIATE for cause. If there is and inconsistency
between this Code and the Business Affiliate Agreement, the
Business Affiliate Agreement shall govern to the extent of the
inconsistency. In case of any doubt about the relevance of the
Code, BUSINESS AFFILIATE should consult with the
PRINCIPAL.

Purpose
This Code sets out minimum standards of ethical conduct and
behavior to continue to earn the trust and confidence of customers,
members and public at large.
You as a BUSINESS AFFILIATE pledge to:
 Place the interests of existing and prospective clients before
those of PRINCIPAL of yourself.
 Maintain the highest standards of professional competence and
expertise in order to advise existing and prospective clients to
the best of your ability.
 Respect and reciprocate the confidence of existing and
prospective clients and carefully guard any information which
becomes known to you regarding their personal business
affairs.
 Uphold the best interests of the institution of customer service;
and
 Comply with the Laws, Regulations and Codes of Conduct
prescribed by the Statutory Authorities as well as PRINCIPAL.
This pledge extends to every aspect of your business
relationship:

 With clients – the needs of your customers comes first. You

shall provide personalized, one to one service in helping
customers develop plans for Destiny Club Membership. Your
customers rely on you to deliver on your promises and maintain
high standards of confidentiality.
 With PRINCIPAL – the strength and character of PRINCIPAL is
determined by the quality, innovative spirit and commitment of
PRINCIPAL people. The professional partnership among various
people is founded on trust, accountability, mutual support and
truthfulness.
 With Destiny Club Members – You represent PRINCIPAL as a
financially sound, well managed and service oriented company
that is a leading Holiday Planner as well as Luxury Service
provider.
 CONTRAVENTION OF THE CODE
If you are aware of a contravention of this Code, you must report the
matter immediately to an appropriate individual: the PRINCIPAL/Its
Branch head, the Chief – Compliance officer of PRINCIPAL.
Any violation of this Code may lead to disciplinary action including but
not limited to legal proceedings and revocation of the Business
Affiliate Agreement.
BUSINESS AFFILIATE shall -
1. never receive payment in cash against the sale of Destiny Club
Membership.
2. never mis-sell Destiny Club Membership and simultaneously
shall inform to every prospective customer that the Membership
is providing services only related to holidays, health and
discount on special products and is not providing any bonus or
returns of any kind as also displayed on the website of
PRINCIPAL.
3. never use the logo of PRINCIPAL (Destiny Value as well as
Destiny Club) on its visiting cards.
4. Also be responsible for all acts of omission and commission of
its employees;
5. ensure that all its employees are properly trained, skilled and
knowledgeable in the Destiny Club products they market;
6. ensure that its employees do not make to the prospect any
misrepresentation on Destiny Club Membership benefits and
services/discounts available;
7. ensure that no prospect is forced to buy Destiny Club
Membership;
8. give adequate pre-sales and post-sales advice to the member in
regarding Destiny Club Membership;
9. extend all possible help and cooperation to a member in
completion of all formalities and documentation in the event of
a complaint;
You as a BUSINESS AFFILIATE’s Employee shall –
1. At all times conduct business in good faith and with integrity
and carry out your mandate faithfully;
2. Identify yourself, the BUSINESS AFFILIATE and the PRINCIPAL
you represent prior to discussing membership benefits with any
person;
3. Obtain the requisite documents at the time of filling the
application form with PRINCIPAL and other documents
subsequently asked for by PRINCIPAL for completion of the
same;
4. Make every reasonable effort to ensure that the membership
proposed is suitable to the needs and resources of the
prospective cardholder as disclosed to you;
5. Give advice only on those matters in which you are competent
to deal with or otherwise seek advice from PRINCIPAL when
necessary;
6. Treat all information supplied by the prospective cardholder as
confidential and disclose such information only to PRINCIPAL;
7. Comply with both the letter and the spirit of the laws and
regulations governing your business as well as the rules and
guidelines as prescribed by PRINCIPAL from time to time;
8. Make every effort to become familiar with all laws pertaining to
your business activities;
9. Ensure that your other business interests do not affect your
business activities as a BUSINESS AFFILIATE of PRINCIPAL;
10. Promptly notify PRINCIPAL of receipt of any complaint,
demand, notice or claim;
11. Co-operate with PRINCIPAL and the concerned complainant to
establish the facts in the event of a complaint concerning your
conduct as a BUSINESS AFFILIATE;
12. Sign a declaration stating that you and your employees have
read, understood and agreed to abide by the Code of Conduct;
13. Disclose fully any information to PRINCIPAL regarding any
application or customer complaint;
14. Avoid situations where your personal interest conflict or might
appear to conflict with your responsibility to customer or
PRINCIPAL;
15. In the event of having any access to technology, ensure that
confidentiality is maintained concerning any designs or license
agreements of any computer hardware or software systems,
equipment or service that PRINCIPAL has developed,
purchased or is leasing

You as a BUSINESS AFFILIATE’s employee shall not-

1. solicit or procure Destiny Club Membership business without
completing the requisite training;
2. induce the prospect in any manner whatsoever for acceptance
of the membership;
3. behave in a discourteous manner with the prospect;
4. interfere with any membership introduced by any other
individual or any intermediary;
5. offer different rates, advantages, terms and conditions other
than those offered by PRINCIPAL;
6. make inaccurate or misleading statements about PRINCIPAL or
its memberships;
7. advertise in any manner whatsoever using nay medium, which
is intended to result in the eventual sale or solicitation of a
 membership from the public, without getting a written
clearance from PRINCIPAL;
8. exercise any coercion or you authority, influence, position on
the prospect of influence the purchase of a membership;
9. issue personal cheque for the payment of membership charges
of your client;
10. borrow nor lend any money from/to clients or make payments
towards their memberships;
11. accept payment in cash or in any manner lend money
receivable from clients;
12. have your client sign the blank application forms before filling
in the full details;
13. make any derogatory remarks against your or your Company’s
competitor’s products or services in order to make a sale;
14. make any misleading statements in your sales process;
15. alter PRINCIPALs documents or sales material in any case;
16. solicit the business for any other company hold yourself out in
any manner that is misleading to the public;
17. on behalf of PRINCIPAL, accept risks, amend memberships,
waive membership provisions, incur debt or bind PRINCIPAL by
promise of agreements in any way;
18. use the assets of PRINCIPAL in any way for personal gain;
19. sign a customer’s name on a document, under any
circumstances, even if the customer gives you the
authorization.
Signed for and on behalf of the
PRINCIPAL BUSINESS AFFILIATE

In the presence of witnesses Signed by the within named

1.____________
2.___________