Policies & Procedures
Table of Contents
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1. Purpose 2. Definitions 3. Independent Representatives 3.01 How to become an Independent Representative 4. Appointment 4.01 Representative status 5. Representative’s rights and obligations 5.01 Non-exclusivity 6.01 Qualification for commissions and bonuses 7. Resignation, Suspension and Termination 7.01 Resignation
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8. Transfer of Representativeship 8.01 Acquisition of Representativeship 9. Devolution A Death 10.01 Confidential Information 11. Promotion of Representative’s Business 11.01 Promotional and advertising materials 12.01 Company’s Employee Prohibition |
I Care Net
Policies & Procedures
CLAUSE 1 Purpose
These Policies & Procedures (the “P&P”) spell out the rights and obligations between ICN Integrated Solutions Co. Ltd or “I Care Net”(the “Company”) and its Independent Representatives (“Representatives”). The P&P, the Representative Application Form which is accepted by the Company and the Compensation Plan together govern the total contractual relationship between the Company and its Representatives.
CLAUSE 2 Definitions
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“Agreement” |
means the complete set of documents forming the basis of the relationship between the Representative and the Company. This includes the Representative Application Form filled out by the Representative and accepted by the Company, the Policies & Procedures (P&P), and the Compensation Plan. These documents together define the terms and conditions of the Representative's role and compensation. |
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“Renewal Date” |
means the date marking a year since a Representative was accepted as a Representative. Top of Form
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“Annual Administration Fee” |
means the non-refundable annual administration fee a Representative must pay to renew his contractual relationship as a Representative with the Company. [See 3.01(d)]
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“Company” |
refers to ICN Integrated Solutions Co. Ltd, a limited liability company registered in Sudan, with its Home Office in Khartoum, and includes any of its affiliates, subsidiaries, or related entities, whether directly or indirectly controlled, that are part of the ICN Integrated Solutions corporate family. |
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“Compensation Plan” |
means the I Care Net Marketing and Compensation Plan as detailed in Appendix 1.
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“Customer” |
means a person who purchased the Company’s products but does not register as a Representative.
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“Independent Representative:” |
" An Independent Representative of the Company is an individual who, upon submitting an application in accordance with the specified procedures in the P&P and meeting all requisite qualifications and conditions as stipulated by the Company, is accepted to engage in the promotion of the Company’s products. This role is that of an independent contractor, not an employee, and is subject to compliance with all applicable local and international laws and regulations. The specific rights, responsibilities, and obligations of an Independent Representative are detailed in Sections [3] of the P&P." |
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“Representativeship” |
means all the TCs a Representative has and all other interests he has as a Representative.
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“Representative Identification Number” |
This is a unique identifier assigned by the Company to an individual upon their acceptance as a Representative. Each Representative’s Identification Number is distinct and serves as a key identifier in the Representative’s business dealings with the Company. This number is managed in accordance with strict data protection and privacy standards. The use and handling of this number are further outlined in Section 4.01, ensuring compliance with applicable local and international privacy regulations."
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“Compensation Summary” |
means a periodic statement issued by the Company to its Representatives listing the value of commission and/or bonuses each Representative has earned within the relevant period.
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“Network Hierarchy” |
This term refers to the organized structure and relative positioning of (TCs) within the Company’s operational database. It denotes the systematic arrangement and interconnectedness of TCs, reflecting their respective levels, and relationships within the Company’s business framework. |
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“Upline” |
means the TCs or Representatives above a specific TC or Representative respectively in the Network Hierarchy as the context requires.
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“Downline” |
means the TCs or Customers/Representatives below a specific TC or Representative respectively in the Network Hierarchy as the context requires.
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“Home Office” |
means Arkaweet, Block 68 , No. 686, Khartoum , Sudan.
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“Merger” |
means the combination of two (2) or more into one.
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“OTP Form” |
means Offer to Purchase Form by which a person can offer to purchase the Company’s products.
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“P&P” |
means the Policies and Procedures as stated herein.
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“Person” |
includes any body of persons, corporate (for example a limited company) or unincorporated (for example a club or an association).
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“Primary TC” |
means the first TC a Representative is given when he first becomes a Representative. It is usually identified by an extension 001 after his Representative Identification Number. |
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“Products” |
unless the context otherwise requires, means any products offered by the Company including services.
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“I- Account” |
means an accounting record inside the Company’s accounting system. Each has his/her own I- Account. Such an account records the amount of money the Company owes to the corresponding Representative or vice versa.
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“Sponsor” |
means a Representative who sponsored/introduced Customers and/or other Representatives to the Company and is stated in those Customers’ OTP Form or Representative Application Form as their Sponsor.
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“Starter Kit” |
means a kit which includes product catalogues, training materials, the Company’s information, etc, sold by the Company.
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“Tracking Centre” |
means a position in the Company’s database. Commissions and/or bonuses are calculated with reference to each tracking center.
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“Commissions Period” |
This term refers to the monthly cycle during which commissions are calculated and subsequently paid out. Each Commissions Period begins at 00:01 AM GMT on the 7th day of a month and concludes at 11:59 PM GMT on the 6th day of the following month. This schedule ensures a consistent and uniform framework for commission calculations across all time zones. |
CLAUSE 3 Independent Representatives
How to become an Independent Representative
3.1 To qualify as an Independent Representative, an individual must fulfill the following criteria:
(a) Must have attained the legal age and possess full legal capacity as per the laws and regulations of the state, territory, or country of their domicile.
(b) Must complete and submit the online Representative Application Form available on the official website of the Company, and attach its Passport copy for verification purposes.
(c) Must be sponsored by an existing Independent Representative of the Company, who will act as their Sponsoring Upline.
(d) Must pay a non-refundable registration fee (“Registration Fee”) in advance, or purchase a Starter-kit, the cost of which includes the Registration Fee. The fee structure and payment methods should be clearly outlined in this section or a related annex.
3.2 For Legal Persons
In addition to applicable terms listed above in (3.1), a legal entity seeking to become an Independent Representative must provide the following within 10 days from the date of application:
(a) Valid proof of registration or incorporation, demonstrating the legal entity’s existence and legitimacy under the laws of its jurisdiction.
(b) Additional legal documents as required by the Company, which may include, but are not limited to, business licenses, tax identification documents, and compliance certifications.
(c) Identification of Key Individuals: Copies of government-issued identification for all major shareholders and the General Manager of the entity. These documents are necessary for compliance with know-your-customer (KYC) and anti-money laundering (AML) regulations.
(d) Failure to submit the aforementioned documents within the stipulated timeframe may result in the rejection of the application. The Company reserves the right to request additional information or documentation as deemed necessary for compliance with legal and regulatory requirements.
3.3 In the event of any changes in Directorships or Shareholder in said entities, they shall immediately inform the Company the change(s) and the Company shall have the right at its sole discretion to terminate or confirm their Independent Representativeship (“Representativeship”). The Company shall have the right to request the submission of updated legal documents of the Entity, failure which might cause the immediate termination of the “Representativeship”.
3.4 In case an Independent Representative decides to leave the Representativeship, the Company offers a repurchase option for unused and unopened company-produced promotional materials and/or Starter kits. The departing Representative should follow these steps:
(a) Complete and submit the Repurchase Request Form, available on the Company’s official website (www.icare-net.net).
(b) Send the promotional materials and/or Starter kit, along with their original receipts, to the Company’s Headquarters in Khartoum. This return is at the Representative's own expense and risk.
(c) The Company shall refund the cost paid by the Representative for these materials, deducting a 10% handling fee to cover processing and administrative expenses.
(d) The refund shall be processed within 45 days following the receipt and verification of the returned items. Please note, to qualify for a refund, the items must be in their original, unopened condition.
3.5 In case an applicant submits multiple on-line Representative Application Forms which list different sponsors, only the first completed application received by the Company will be accepted.
3.6 A Customer of the Company who later applies to become a Representative, his last sponsor for his purchase shall also be his sponsor of his Representativeship unless the Customer’s last purchase from the Company was more than six (6) months before his Representative application and in his application, he states another Representative as his sponsor.
3.7 The applicant shall only be a Representative when the application is received and accepted by the Company. The Company shall have the full discretion in determining to accept/decline any application. In the case of rejection, a notice will be given to the applicant with a complete refund.
CLAUSE 4 Appointment
4.1 Once the Company accepts an applicant’s Representative application, the Company shall grant the applicant a Representative status within the Compensation Plan by sending the Representative a written notice and thereafter the applicant becomes a Representative. The Company shall create a Representative Identification Number for the accepted Representative Application. The Representative shall include the Representative Identification Number in all its orders and correspondences with the Company.
4.2 Termination for Cause:
The Company reserves the right to immediately terminate the Representativeship if the Representative violates any terms of this Policies & Procedures (P&P) document. Termination for cause will be communicated through a written notice of termination. However, the Company may, at its discretion, choose to issue a warning notice to the Representative instead of immediate termination, considering the business interests and the specific circumstances of the violation.
4.3 Termination Without Cause:
The Company also retains the right to terminate the Representativeship of any Representative without cause. Such termination will be exercised at the Company's sole discretion and will be communicated to the Representative with a 60-day written notice. In cases of termination without cause, the Company will refund a prorated portion of the Registration Fee, based on the remaining time in the one-year registration period.
4.4 Renewal:
(a) The appointment of a Representative is for the term of one calendar year only. A Representative must renew the Representativeship annually on or before the Renewal Date. Subject to any relevant requirements under the Compensation Plan, the Representative shall have the right to renew the Representativeship by paying the non-refundable Annual Administration Fee on or before the Renewal Date. If a Representative fails to renew the Representativeship on or before the Renewal Date, he will thereafter have a grace period of thirty (30) days to pay the Annual Administration Fee. If Annual Administration Fee is paid within the thirty (30) days, he will be deemed to have been renewed his Agreement on his Renewal Date in that year.
(b) A Representative has the right not to renew his Agreement at his sole discretion. If a Representative does not renew his Representativeship on or before his Renewal Date and before the expiry of the grace period, the Representative shall be deemed to have voluntarily terminated his Representativeship with the Company and thereby shall lose the Representative status, all sponsorship rights, the TCs in the Network Hierarchy and all rights to commissions and/or bonuses since the date of his last Renewal Date on or before which the Representative should have paid the Annual Administration Fee in order to renew his Representativeship . Representatives who fail to renew their Representativeships may not reapply under a new sponsor for a twelve (12) calendar month period after non-renewal.
4.5 The Representative is engaged as an independent contractor, with rights and obligations as outlined in this Policies & Procedures (P&P) for the promotion and marketing of the Company's products. As an independent contractor:
(a) The Representative is neither a franchisee, partner, employee, nor an agent of the Company. The Representative shall not represent themselves as such. The relationship is governed solely by the terms of this P&P, and misrepresenting this relationship constitutes a serious breach, potentially leading to immediate termination of the Representativeship.
(b) The Representative is responsible for all costs incurred in the development of their business. As they are not employees, they are not entitled to seek reimbursement from the Company for any business expenses.
(c) The Company does not provide employee benefits to Representatives. Representatives are responsible for their own insurance needs, including but not limited to liability, health, disability, and workers' compensation insurance.
CLAUSE 5 Representative’s rights and obligations
5.1 Non-exclusivity: A Representative has a non-exclusive right to market and promote the products of the Company. There are no geographical limitations existing on sponsoring or selling country; provided, however, that the Company reserves the right not to sell products or services in any states, territories or countries.
5.2 Right to sponsor: Only a Representative has a right to sponsor Customers and/or sponsor another new Representative to the Company and enjoys the benefits under the Compensation Plan for doing so. When sponsoring new Representatives to the Company, the sponsoring Representative shall give the persons whom he/she intends to sponsor a copy of the P&P, a Representative Application Form and details of the Compensation Plan.
5.3 Right to purchase at discounted prices: A Representative shall have the right to purchase the products of the Company at a discounted price (the “Representative Price”).
5.4 Rights to Company Literature, Communication, etc. & to participate in Company Functions: Representatives may receive periodic literature and other communication from the Company. They will also be invited to, and upon payment of appropriate charges if applicable, participate in Company-sponsored support, service, training, motivational and recognition functions. They may also be invited to participate in promotional and incentive contests and programs sponsored by the Company for its Representatives.
5.5 A Representative is not authorized to negotiate or conclude any contracts on behalf of the Company. They must not represent themselves as having such authority, nor should they portray themselves as an agent, representative, or employee of the Company. Any actions implying such authority are strictly prohibited and may lead to disciplinary action, including potential termination of the Representativeship.
5.6 Obligation for personal promotion: Regardless of their level of achievement, Representatives have an ongoing obligation to continue to personally promote sales through the introduction of new Customers to the Company and through servicing their existing Customers.
5.7 Obligations to Downlines: Any Representative who introduces another Representative to the Company is highly recommended to perform a bona fide assistance, support, and training to ensure that its downline is properly operating and conducting their business. It is both to the advantages of Sponsor Uplines and their downlines to have ongoing contact and communication. Representatives must truthfully and fairly describe the Compensation Plan. No past, potential or actual income claims may be made to prospective Representatives. Nor may Representatives use their own incomes, or other Representative’s income as indications of the success assured to others. Commission cheques shall not be used as marketing materials. Representatives shall not guarantee commissions or estimate expenses to prospects.
5.8 Cross Lining: Subject to sub-clauses 9(A) & 9(C), no Representative may sponsor or attempt to sponsor another Representative from a different line of sponsorship to “switch” to another line of sponsorship. Examples of cross-lining are:
(a) Placing additional TCs of his own in lines of sponsorship not below his primary TC;
(b) Placement of a new Representative using anyone’s name known to the sponsor upline and placing it in lines of sponsorship not below the Sponsor Upline’s primary TC while intending to profit from the proceeds of the said new Representative;
(c) A Representative owning an interest in an entity which is a Representative in lines of sponsorship not below its primary TC;
(d) Entering other lines of sponsorship under the same name as an existing Representative using a valid Representative Identification Number other than the one used previously.
Any situation (whether the above examples or others) found to be in violation of this clause shall be met with the greatest scrutiny and may result in termination of the newly placed representative, as well as the representative having instigated said situation
5.9 60-Day Non-Compete Clause: If a Representative who attempted and successfully procured a prospective Customer/Representative to sign any written document evidencing that the Representative attempted, successfully or unsuccessfully, to sponsor that prospective Customer/Representative to the Company, the prospective Customer/Representative shall not within sixty (60) days from the date of the written document register himself under the sponsorship of another Representative. The Company shall have the right to suspend, terminate or switch the TC or Representativeship for any breach of this sub-clause.
5.10 Obligation of not referring to Other Programs: A Representative shall not sponsor or attempt to sponsor or knowingly assist another person to sponsor another Representative or any person into any other network marketing company or into another Representative’s sales organization. In addition, no Representative shall participate in any action knowing that participating in the action may cause another Representative or any person to be sponsored through someone else into another network marketing company. Representatives are strictly prohibited from promoting any competitive services, products and/or business programs. At Company’s activities, or on all Company’s property, no Representative shall solicit any person to join any other network marketing company or involve the sale of products of any other network marketing company. Breach of any part of this clause is a serious breach of the P&P and may lead to the immediate termination of the Representativeship of the Representative who is in breach.
5.11 Breach of Security: All Representatives are responsible for maintaining the network integrity of the Company. Any Representative who is found attempted “hacking” into or interfering or tampering with the Company’s database or any part of the Company’s computer system (hardware and/or software) or attempting to do any of the aforesaid acts without the proper authorization shall be liable to immediate termination of his Representativeship. They shall also be liable for all consequential damages and losses of the Company.
5.12 Legal Compliance: The Representative is not licensed under the Company License to do business at the Representative place of business; therefore, the Representative is obligated to comply with all the laws and regulations applicable on its activities.
5.13 Tax, Expenditures, etc.: Representatives are responsible for understanding and complying with all local, state, provincial, and federal tax obligations that arise from their income as Representatives. The Company shall not withhold taxes from commissions or bonuses unless explicitly required by law in the relevant jurisdiction. Representatives agree to indemnify the Company against any liability for taxes not withheld, subject to fair and reasonable terms and in accordance with local laws. The Company commits to informing Representatives promptly if any such indemnity is invoked.
5.14 Representative is expected to maintain professional conduct in their dealings with and about the Company. While constructive feedback and legitimate concerns are welcome, the Representative must refrain from making defamatory, slanderous, or maliciously false statements against the Company or its management. Such conduct, which includes spreading misinformation or engaging in activities that harm the Company's reputation, is prohibited and shall result in the immediate termination of the Representativeship. This clause is intended to protect the Company's reputation while respecting the Representative's right to free expression within the bounds of professional ethics and applicable laws.
CLAUSE 6 Commissions and bonuses:
6.1 Qualification for commissions and bonuses: The Company shall pay the Representative any entitlements of commissions and/or bonuses as per the terms and conditions of the Compensation Plan. Representatives must consult the Compensation Plan for a detailed explanation of the structure and terms of entitlement for the commissions and bonuses.
6.2 Commissions and bonuses are paid ONLY for the sale of the Company products. No commission or bonus is paid on the purchase of the Company’s sales materials, Company literature, starter kit, or for sponsoring other Representatives and/or Customers. In order to receive commissions on products sold, a Representative has to complete a Representative Application Form which has to be received and accepted by the Company prior to the end of the commission period in which the sale is made. Commissions and bonuses are calculated for each individual tracking center. A Representative is entitled to have more than one tracking center. For details of acquisition of additional TCs and placement of TCs, please see the Compensation Plan.
6.3 Commissions and bonuses earned by Representatives are based on actual product sales to Customers. If a product is returned for a refund, repurchased by the Company, or if the sales transaction is otherwise unsuccessful, any commissions and bonuses earned from that sale will be subject to adjustment. Specifically:
(a) Deduction of Earnings: The adjustment will occur in the commission period during which the return, repurchase, or unsuccessful transaction takes place. The deduction will continue in subsequent commission periods until the full amount of the commission or bonus attributed to that transaction is recovered.
(b) Repayment of Commissions/Bonuses: In cases where commissions or bonuses have been paid out prior to the return or repurchase of a product, the Company reserves the right to reclaim these amounts. The Representative is obligated to return any such commissions or bonuses received for the returned or repurchased product.
6.4 Compensation Summary: The Company reserves the right to charge a processing fee when issuing electronic or paper Compensation Summary requested by Representatives.
6.5 All commissions and/or bonuses a Representative earns will be credited to his I-Account. The Representative can instruct the Company to pay out of his I-Account through a commission cheque or bank transfer to the registered bank account in the account details. The following terms apply to the payment of commissions and bonuses:
6.5.1. Payments will be processed within 14 working days from the date of the payment request by the Representative. In the event that processing takes longer, the Representative will receive timely notification regarding the delay. The Company reserves the right to extend the processing time as necessary.
6.5.2. Commissions and bonuses related to products or services that are within their refund eligibility timeframe will not be settled until the refund period has expired. This measure is to ensure the accuracy and finality of commissions and bonuses paid.
6.5.3. A processing fee of 100 USD will be applied to each payout request. This fee covers administrative and processing costs associated with the payment.
6.5.4. Bank Transfer Charges: For payouts conducted via bank transfer, any charges associated with the transfer will be the responsibility of the recipient (Independent Representative). This includes, but is not limited to, bank service fees, transaction fees, and any other applicable charges levied by the bank.
6.6 Unclaimed Commissions and/or Bonuses: Representatives must deposit or cash commission cheques within six (6) months from their date of issue. A cheque that remains uncashed after six (6) months will be made void. After a commission cheque has been void and if the Representative who holds that void commission cheque requests the Company to reissue another commission cheque to replace the void one, the Company shall be entitled to charge that Representative a processing fee for reissuing a commission cheque. The processing fee shall be deducted from the balance owed to the Representative.
6.7 Back Order Policy: Company will expeditiously ship all products currently in stock. Any out-of-stock items (unless discontinued) will be placed on back order and distributed upon the Company receiving additional inventory. Sponsoring representative will be granted commissions on back ordered items once they are shipped unless notified of the discontinuance of such product. Back orders may be cancelled upon the customers’ request
6.8 Set off: The Company shall have the right to set off any debt(s) a Representative owes to the Company against his bonuses and/or commissions.
CLAUSE 7 Suspension and Termination
7.1 A Representative has the right to voluntarily terminate their Representativeship at any time. This can be achieved either by choosing not to renew the Representativeship or by submitting a written notice of Termination to the Company. The notice must specify the intention to terminate the Representativeship and should be provided at least thirty (30) days prior to the intended termination date. Voluntary termination becomes effective upon the Company's receipt of this notice.
7.2 Termination: Dependent upon the seriousness of the violation, a Representative may be immediately terminated for violating the terms of the Agreement, P&P, Compensation Plan and/or any other relevant documents. The Company may, at its sole discretion, terminate a violating Representative without placing the Representative on suspension. When the decision is made to terminate a Representative, the Company will inform the Representative in writing to the address in the Representative’s file that the termination has occurred. If a Representative wishes to ask the Company to review the decision to terminate, he shall make such a request to the Company in writing within fifteen (15) days from the date of notice of termination. If no such request is received by the Company within the fifteen (15) day period, the termination will automatically be deemed final. If a Representative files a timely written request, the Company will review the decision and notify the Representative of the result of the review within thirty (30) days after receipt of the Representative’s request. Thereafter, the Company will not further review its decision. In the event the termination decision is not reversed, the termination will remain effective as of the date stated in the original termination notice.
7.3 Suspension: A Representative may be suspended for violating any term of the Agreement, P&P, the Compensation Plan and/or any other relevant documents. When a decision is made to suspend a Representative, the Company will inform the Representative in writing of the decision, the effective date of the suspension , the reason(s) for the suspension and the steps necessary to remove such suspension (if any). The suspension notice will be sent to the Representative’s “address on file” pursuant to the notice provisions contained in the P&P. Such suspension may or may not lead to termination of the Representative as so determined by the Company at its sole discretion. If the Representative wishes to ask the Company to review the decision, he shall make such a request in writing to the Company within fifteen (15) days from the date of the suspension notice. The Company will review and consider the suspension and notify the Representative in writing of its decision within thirty (30) days from the date of the receipt of the Representative’s written request. The Company will thereafter not further review its own decision. The Company may take certain action(s) during the suspension period, including, but not limited to, the following: (a) Prohibiting the Representative from holding himself as Representative or using any of the Company’s proprietary marks and/or materials.
7.4 (b) Withholding commissions and/or bonuses due to the Representative during the suspension period; (c) Prohibiting the Representative from purchasing services and products from the Company; and/or; (d) Prohibiting the Representative from sponsoring new Representatives, contacting current Representatives or attending meetings of Representatives. If the Company, at its sole discretion, determines that the violation which caused the suspension is continuing, and has not satisfactorily been resolved or a new violation involving the suspended Representative has occurred, the suspended Representative may be terminated.
7.5 Effects of Resignation, Suspension and Termination: After resignation, the former Representative’s shall not further represent himself as Representative of the Company and shall cease to use any materials bearing the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any products, plan or program of the Company. He shall have no rights to enjoy any benefits under the P&P and the Compensation Plan. If a Representative is suspended, he shall not before the removal of his suspension, further represent himself or hold himself out as Representative of the Company. Nor shall he use any materials bearing the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any products, plan or program of the Company. He shall have no rights to enjoy any benefits under the Agreement, P&P and/or the Compensation Plan. But he shall be allowed to retain his TCs pending the final resolution of his case. Any commissions and/or bonuses payable to him should he not be suspended shall be retained by the Company. If the suspension of the Representative is subsequently removed, all outstanding commissions and/or bonuses shall be paid to the Representative. However, if the Representative is subsequently terminated, the termination shall be treated as effective from the effective date of the suspension and all commissions and/or bonuses retained as aforesaid by the Company shall be forfeited forthwith to the Company.
7.6 Immediately upon termination, the terminated Representative: (a) Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any product, plan or program of the Company. (b) Must cease representing himself as a Representative of the Company; (c) Loses all rights to his Representative position in the Compensation Plan and to all future commissions and earnings resulting therefrom; (d) Must take all actions reasonably required by Company relating to protection of Company's confidential information. Company has the right to set off any amounts owed by the Representative to the Company including, without limitation, any indemnity obligation incurred pursuant to Section 11.15 herein, from commissions or other compensation due to the Representative.
7.7 Reapplication: A Representative who resigns or determinates his Representativeship may reapply as a new Representative, but such reapplication will only be considered twelve (12) months after resignation. The acceptance of any reapplication of a terminated Representative shall be at the sole discretion of the Company.
CLAUSE 8 Transfer of Representativeship:
8.1 A representative shall not offer, transfer, or assign its representativeship to any person except to their direct personal sponsor or to any individual within their personal sponsorship line, up to five levels above, provided that all other terms and conditions stated in this section are met.
8.2 Any transfer shall be subject to the following restrictions and requirements:
(a) Representatives are prohibited from transferring their Representativeship within the first twelve (12) months of registration.
(b) Transfers must and should include all (TCs) under the Representative, without exception.
(c) To acquire another Representative’s position or interest, a Representative must first terminate their own Representativeship and wait twelve (12) months before becoming eligible for such acquisition.
(d) Representatives must obtain prior written approval from the Company for any sale, assignment, merger, or transfer.
(e) All transaction details, including purchaser information, price, and terms, must be disclosed to the Company.
(f) A US$100.00 administration fee is required with transfer documents.
(g) The transfer agreement must include a non-compete clause valid for one-year post-transfer.
8.3 Upon approval, the purchaser must assume the selling Representative’s agreement terms and complete all necessary documentation, including a current Representative Application Form.
8.4 The Company reserves the right to impose further terms and conditions or disapprove any sale or transfer at its sole discretion.
8.5 An approved transfer shall not extend to any amendments occurs after the submission of Documents to the Company. In case there are any further amendments to the agreement between the parties, the rocedures must start over.
8.6 Any sale, assignment, or transfer of Representativeship or any interest therein not complying with the above requirements will not be accepted or recognized by the Company.
8.7 No transfer, assignment, or sale of Representativeship will be allowed if the transferor, assignor, or selling Representative has not fully paid for products he has ordered from the Company.
8.8 Transfer of a Representativeship to one’s downline is not allowed.
8.9 If it is determined, at the Company's sole discretion, that a Representativeship was transferred in an effort to circumvent compliance with the Agreement, the P&P and/or the Compensation Plan, the transfer will be declared null and void. The Company may at its sole discretion, take appropriate action(s), including but without limitation, terminating the transferring Representative’s Representativeship.
CLAUSE 9 Devolution
9.1 Death: In the event of a Representative's death, the transfer of their Representativeship will be governed by the applicable laws of the jurisdiction in which the Representative was domiciled. The following conditions apply:
(a) If multiple heirs or beneficiaries are entitled to the Representativeship under the applicable laws, they must agree to designate a single individual among them to whom the Representativeship will be transferred. Alternatively, the heirs may choose to establish a legal entity to formally own the Representativeship. Under no circumstances, the Representativeship can be registered under multiple persons.
(b) The designated successor or the established entity must complete a current Representative Application Form and comply with all other requirements set forth by the Company for the registration of a new Representative. This process includes the submission of certified copies of the death certificate of the deceased Representative.
(c) The transfer of Representativeship in no way affects the entitlement of the heirs or beneficiaries to any dues, such as commissions or bonuses, owed to the deceased under applicable laws. The designated successor or entity, once registered, will be entitled to all future commissions, bonuses, or other benefits accrued thereafter.
(d) If the applicable inheritance laws do not allow for a transfer or if heirs fail to designate a successor or establish an entity, the Representativeship shall be terminated immediately upon the Representative's death.
(e) All transfers of Representativeship must comply with the established network hierarchy and the Policies & Procedures (P&P) of the Company. Any transfer leading to cross-lining within the network is strictly prohibited.
9.2 Dissolution of a partnership: If a Representativeship is registered by a partnership, in the event that the partnership is dissolved, unless the Company receives a valid and legally enforceable agreement signed by all the partners regarding the arrangement of their Representativeship within thirty (30) days of being notified of the dissolution of the partnership, their Representativeship will be automatically terminated after the expiry of the said thirty (30) days period.
9.3 Marriage and Divorce: In the case of two Representatives in separate lines of sponsorship get married, they may maintain their own individual Representativeship. They are also allowed to merge their Representative ships into one, but they are not allowed to transfer or change the positions of their TCs in the Network Hierarchy. This shall not be treated as cross-lining. Should a married couple opt to create a single Representativeship reflecting both as equal owners and these two individuals subsequently divorce or separate, the Company will continue to pay earned commission as before the divorce or separation until the Company receives written notice, signed and notarized by both parties and by a court decree specifying how future commission are to be paid.
CLAUSE 10 Proprietary Information
10.1 Confidential Information: During the term of the Agreement, the Company may disclose to Representatives confidential information, including, but not limited to network hierarchy, Downline reports, Customer lists, Customer information developed by the Company or developed for and on behalf of the Company by Representatives (including, but not limited to, credit data, Customer and Representative profiles and product purchase information), Representative lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which the Company may designate as confidential. All such information (whether in written or electronic format) is proprietary and confidential to the Company and is transmitted to Representatives in strictest confidence on a “need to know” basis for use solely in the Representatives business with the Company. Representatives must use their best efforts to keep such information confidential and must not disclose any such information to any third party, or use such information for any non-Company activity directly or indirectly while a Representative and thereafter. Representatives must not use the information to compete with the Company or for any purpose other than promoting the Company's program and its products and services. Upon determination, non-renewal or termination of the Agreement, Representatives must discontinue the use of such confidential information and promptly return any confidential information in their possession to the Company.
10.2 Online and Telephonic Reports: The Company will use its best effort to provide accurate information such as online or telephonic downline activity reports, including but not limited to personal and group sales volume (or any part thereof), and downline sponsoring activity to Representatives. Nevertheless, due to various factors including the inherent possibility of human and mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments; returned products; credit card and electronic cheque charge-backs; the information is not guaranteed by the Company or any persons creating or transmitting the information.
10.3 Use of Company Name, Trade Name or Logo etc.
(a) The Company name, logo, trade name, trademarks, product names, brochures, catalogs, sales material, contracts and sales training sessions, literature, audio or video material, presentations or events are copyright protected property of the Company worldwide and the Company retains ownership rights to the entire contents.
(b) Representatives shall not reproduce or distribute privately reproduced versions of such materials under any circumstances. Representatives shall not use the Company name, logo, trade name, trademarks, program names or product names in any manner or form.
(c) Naming Protection Reserved by the Company. In addition to any relevant intellectual property laws, the following list of names are also reserved and restricted from use by Representatives in their Representative activities: ICN Integrated Solutions Co.Ltd, I Care Net, Shoogir , Mr.Shoogir , INM, Care Team , EKE , I Care Media. These names are also prohibited from use by Representatives in relation to their Representative business activities on their personal website and/or email addresses.
10.4 Copyright Restrictions: With respect to product purchases from the Company, Representatives must abide by all manufacturers' use restrictions and copyright protections. Without prior written approval from the Company, no Representative shall video and/or audio record the Company’s meetings, conferences and/or training sessions or any speeches (including conference calls) given therein.
10.5 Vendor Confidentiality: The Company's business relationships with its vendors, manufacturers and suppliers are confidential. Representatives must not contact, directly or indirectly, or speak to, or communicate with any supplier or manufacturer of the Company except at the Company sponsored events at which the supplier or manufacturer is present at the request of the Company.
10.6 Representatives must also respect the intellectual property rights and confidentiality of the Company's affiliates and service providers. Unauthorized use, disclosure, or reproduction of any proprietary information, materials, or intellectual property belonging to these entities is strictly prohibited. Representatives should be aware that this obligation is subject to the laws of the respective jurisdictions in which the Company and its affiliates operate.
10.7 Representatives are expressly prohibited from attempting to register, either domestically or internationally, any trademarks, trade names, service marks, or any other intellectual property rights that belong to the Company, its affiliates, or its vendors. This includes, but is not limited to, the Company's logo, product names, program names, and any other distinctive brand features. Any such attempt is considered a serious violation of this Agreement and may result in immediate termination of the Representativeship and potential legal action. Representatives must respect the intellectual property rights of the Company and its associates at all times and refrain from any actions that could infringe upon or jeopardize these rights.
CLAUSE 11 Promotion of Representative’s Business
11.1 Only the promotional and advertising materials produced or approved in advance in writing by the Company may be used to advertise or promote a Representative’s business or to sell products and services of the Company. Company's literature and materials may not be duplicated, reprinted or personalized without the prior written permission. All promotional items which bear the Company’s name or logo must be purchased solely from the Company unless prior written permission is obtained from Company. A Representative may affix his name, address, Independent Representative’s title, phone number and Representative Identification Number to any promotional materials that the Company approved or sold to the Representative.
11.2 Income Claims: No income projections, including those based solely on mathematical projections or “ideal projections” of Company’s Compensation Plan may be made to prospective Independent Representatives. No Independent Representative may represent its own incomes as indications of the success assured to others, since income success has many variables. Independent Representatives shall not guarantee salaries, draws, expenses, allowances, etc. No Independent Representative shall show or display an original or a copy of its earned commission or bonus cheque as enticement to any prospective Independent Representative.
11.3 Title of Representatives: Representatives shall only present themselves as “Independent Representative for ICareNet”. Reference may be made to the relative rank a Representative achieved at any one time, for example a Manager Independent Representative.
11.4 Stationery and Business Cards: (A) Only the approved Company's graphics version and wording are permitted to be used. (B) Unless prior approval has been obtained from the Legal Affairs Department of the Company, Representatives are not permitted to “create” their own stationery, business cards or letterhead graphics, where the Company's trade name or trademarks are used. (C) Representatives are not allowed to insert the address, contact phone number or email address of any office of the Company or its associated companies in their business cards, stationery or letterheads.
11.5 Electronic Advertising: Representatives may not advertise or promote the Company's business, products or marketing plan or use the Company's name in any public media including electronic media or transmission, on the Internet via web sites or otherwise, without the prior written approval of Company's legal department. Spamming and use of automatic telephone dialing systems are prohibited. Breach of this sub-clause is a serious breach of the P&P and could lead to the immediate suspension or even termination of the Representativeship of the Representative who is in breach.
11.6 Telephone Listing: Representatives are not permitted to use the Company's trade name in advertising their telephone and telecopy numbers. Representatives are not permitted to list their telephone numbers under the Company's trade name without first obtaining the prior written approval from the Company’s Legal Department.
11.7 Media Interviews: Representatives are prohibited from granting radio, television, newspaper tabloid or magazine interviews or using public appearances, public speaking engagements, or making any type of statement to the public media to publicize the Company, its products or Company businesses, without the express prior written approval of Company. All media inquiries should be referred to the Company's Home Office in Khartoum, Corporate Affairs Department.
11.8 Endorsement: No endorsements by a Company officer or administrator or third party may be asserted, except as expressly communicated in the Company literature and communication. Country, Federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, Representatives shall not represent or imply, directly or indirectly, that Company's programs, products or services have been approved or endorsed by any country or governmental agency.
11.9 Independent Communication: Representatives, as independent contractors, are encouraged to distribute information and direction to their respective Downlines. However Representatives must identify and distinguish between their personal communication and the official communication of the Company when they communicate with their own downlines.
11.10 Display of Company Products: The integrity of the Compensation Plan is built upon person-to-person, one-on-one and in-door presentation methods of sale. Representatives shall not knowingly sell any Company's product to or display any Company’s product, Company’s name, trademarks, literatures, promotional materials at any retail outlet, including, but not limited to supermarkets or food stores, flea markets or swap meets, permanent restaurant displays, bars or night clubs or any such similar establishment, convenience stores or gas stations. Exemptions must be approved in writing by Legal Affairs Department of the Company. Representatives may promote the Compensation Plan at their office, fairs and trade shows on the condition that it is not shown or displayed with any other plan associated with any direct selling company or networking company.
11.11 Product & Services Claims: Representatives shall make no claim, representation or warranty concerning any product of the Company, except those expressly approved in advance in writing by the Company or contained in official Company materials, such as P&P.
11.12 Fax Blasts, Spamming: Fax blasting, and unsolicited e-mailing (SPAMMING) is prohibited.
11.13 Record Keeping: The Company encourages all Representatives to keep complete and accurate records of all their business dealings.
11.14 Legal Conformity: Representatives are responsible for ensuring that all tools, presentation techniques, and promotional activities used in the course of promoting the Company’s business concept, products, and/or the Compensation Plan conform to the legal requirements of their respective country, state, or province. This includes, but is not limited to, verifying that any statements made, demonstration techniques employed, and business conduct are lawfully permitted in their jurisdiction. Disclaimer: The Company does not guarantee or imply that it holds licenses for marketing or the distribution of marketing and promotional materials in the location of the Representative's business. It is the sole responsibility of the Representative to ensure conformity with local laws and regulations at their place of business. If a special license, professional degree, or permit is required to legally make specific statements, perform certain presentations, or conduct business activities, it is incumbent upon the Representative to secure the necessary credentials. The Company shall not be held liable for any non-compliance by Representatives with the applicable legal and regulatory requirements in their jurisdiction. Representatives are expected to exercise due diligence in adhering to all relevant laws and regulations governing their business activities.
11.15 Indemnity Agreement: Each and every Representative shall indemnify and hold harmless the Company, its shareholders, officers, directors, employees, and agents from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys' fees, asserted against or suffered or incurred by any of them, directly or indirectly arising out of or in any way related to or connected with allegedly or otherwise, the Representatives:
(a) activities as Representative;
(b) breach of the terms of the Agreement; and/or
(c) violation of or failure to comply with any applicable laws, regulations, or rules.
CLAUSE12 General Provisions
12.1 Company’s Employee Prohibition: Employees of the Company and their immediate family members (for example spouse, mother, father, brother, sister etc) who are domiciled at the same household as the employee are prohibited to take part in the Compensation Plan. Breach of this policy shall be deemed serious and could result in the dismissal of the employee and the removal of his entire network to the credit of the Company. Representatives being transferred to a Company post on salary with the Company shall, prior to their taking up their post, file ownership transfer notice to the Company and give up their ownership rights and privileges of their TCs.
12.2 Liability: To the extent permitted by law, the Company shall not be liable for, and each Representative releases Company from, and waives all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by Representative as a result of:
(a) the breach by another Representative of his Agreement, any term or condition of the P&P, and/or the Compensation Plan;
(b) the operation of other Representative’s business;
(c) any inadvertent incorrect or wrong data or information provided by the Company; or
(d) the failure to provide any information or data necessary for Representatives to operate their business, including, without limitation, the marketing and promoting of products of the Company and/or the introducing or sponsoring persons as Customers/Representatives to the Company.
12.3 Force Majeure: The Company shall not be held liable for any delays or failure in performance resulting from events or circumstances beyond its reasonable control. This includes, but is not limited to, acts of God, strikes, labor disputes, fire, natural disasters, wars, terrorist activities, public health emergencies, government decrees or orders, or any significant disruption in the Company’s usual sources of supply. In the event of such force majeure circumstances, the Company shall make reasonable efforts to resume performance as soon as possible, while ensuring safety and compliance with applicable laws and regulations. In case the force majeure event continues for an extended period, impairing the Company’s ability to resume its operations and obligations under the Agreement and/or P&P, the Company may consider the termination of the Agreement as a last resort. Such termination due to a prolonged force majeure event shall be at the Company's discretion. For the purposes of announcement and communication, the declaration or announcement of such a termination by the Company through its official website or any other public platform shall be deemed sufficient notification to all parties involved.
12.4 Violations: It is the obligation of every Representative to abide by and maintain the integrity of the P&P. If a Representative observes another Representative committing a violation, the Representative is encouraged to directly advise the violating Representative about the violation. If the Representative wishes to report such violation to the Company, the reporting Representative should detail the violation in writing and mark the correspondence “attention: Network Integrity Department” or by email to network.info@icare-net.net.
12.5 Amendments: The Company reserves the right to amend/change the P&P, its retail prices, products and services availability and/or the Compensation Plan at any time without prior notice as it deems appropriate. Amendments will be communicated to Representatives through official Company publications or the Company website on www.icare-net.net. Amendments are effective and binding upon submission to the Company website. In the event any conflict exists between the original documents or policies and any such amendment, the amendment shall prevail.
12.6 Non-waiver Provision: No failure of Company to exercise any power under the P&P or to insist upon strict compliance by Representative with any obligation or provision herein, and no custom or practice of the parties at variance with the P&P, shall constitute a waiver of Company's right to demand exact compliance with the Agreement and/or the P&P. Company's waiver of any particular default by Representative shall not affect or impair Company's rights with respect to any subsequent default. Nor shall it affect in any way the rights or obligations of any other Representative. No delay or omission by Company to exercise any right arising from a default effects or impairs Company's rights as to that or any subsequent or future default. Waiver by Company can only be affective and binding when it is communicated in writing by an authorized officer in the Company.
12.7 Governing Law and Jurisdiction:
(a) The Agreement, the P&P and the Compensation Plan shall be governed by the laws of the Republic of SUDAN.
(b) Any dispute or legal action arising from and/or in connection with the Agreement, the P&P and/or the Compensation Plan shall first be sought to be resolved amicably between the relative Representative and the Company. If the Representative is not satisfied with the decision of the Company, the Representative can seek other laternative as proposed in Clause 13 of this P&P.
(c) All Representatives and the Company hereby agree that the competent court or tribunal shall have exclusive jurisdiction in hearing any dispute or legal action arising from and/or in connection with the Agreement, the P&P and/or the Compensation Plan.
12.8 Entire Agreement: The Agreement, the P&P and the Compensation Plan together constitute the entire agreement between the Representative and the Company.
12.9 Severability: Should any provision of this Agreement and/or the Policies & Procedures (P&P) become illegal, invalid, or unenforceable under applicable law at any time, such circumstance will not affect or impair the legality, validity, or enforceability of the remaining provisions of this Agreement and/or P&P. This applies both under the law of the jurisdiction in which the issue has arisen and under the law of any other jurisdiction. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely matches the intent of the original provision.
12.10 To ensure effective communication, all notices, demands, or other communications under the Agreement, the P&P, and/or the Compensation Plan shall be in writing. For communication from the Company to a Representative, delivery shall be to the last known address or email as recorded in the Company’s files. Representatives are responsible for keeping their contact information current. Communications to the Company should be directed to the Network Integrity Department at its Head Office in Khartoum or via email at info@icare-net.net. Notices sent by physical mail shall be deemed delivered after fifteen (15) days of dispatch via courier services, registered, or air mail, unless a longer period is reasonable due to international mailing or other extenuating circumstances. Notices sent by email shall be deemed delivered upon the system-generated confirmation of delivery to the recipient's email address.
12.11 Headings & Table of Contents: Headings & Table of Contents in the Agreement, the P&P and the Compensation Plan are provided for convenience only and they are not part of those documents. They are not to serve as a basis for interpretation or construction of those documents or as evidence of intention of the parties.
12.12 For the purposes of clarity and inclusiveness in this Agreement and the P&P, unless the context specifically indicates otherwise, terms that denote a singular number shall also encompass their plural counterparts, and vice versa. Additionally, references to any gender shall be understood to include all genders, and the use of any gender-specific pronouns should be interpreted as inclusive and representative of all genders.
CLAUSE 13 Dispute Resolution
13.1 In case any dispute is not resolved amicably, the dispute shall be resolved through the following Dual-Path Approach based on the value of the claim:
(a) Arbitration for High-Value Claims: For disputes where a claim exceeds $100,000 USD, the dispute shall be referred to arbitration at the Dubai International Arbitration Center. Both the Company and the Representative agree to abide by the arbitration rules of the Center. The arbitration tribunal’s final decision shall be final and binding on both parties.
(b) Local Adjudication for Lower-Value Claims: For disputes involving claims less than $100,000 USD, the resolution shall be sought through adjudication in Khartoum, Sudan.
Event Policy and Procedures Terms:
By purchasing a ticket to [Event Name], you agree to the following terms and conditions:
1. Ticket Purchase and Attendance:
• Tickets are non-refundable and non-transferable, unless otherwise specified by the event organizers.
• Attendees must present a valid ticket for admission to the event.
• Admission to the event is subject to venue capacity and event rules and regulations.
2. Event Conduct:
• Attendees are expected to conduct themselves in a respectful and appropriate manner at all times during the event.
• Disruptive behavior or violation of event rules may result in removal from the event premises without refund.
3. Photography and Videography:
• By attending the event, you consent to the use of your likeness, including photographs and video footage, captured during the event for promotional purposes.
• The event organizers reserve the right to use such photographs and videos for marketing, advertising, and promotional materials on social media platforms, websites, and other promotional channels.
4. Liability Waiver:
• Attendees assume all risks and liabilities associated with participation in the event, including but not limited to personal injury, property damage, or loss.
• The event organizers, sponsors, and affiliated parties shall not be held responsible for any such incidents that occur during the event.
5. Changes and Cancellations:
• The event organizers reserve the right to make changes to the event schedule, lineup, or venue, as deemed necessary.
• In the event of cancellation or postponement, ticket holders will be notified via the contact information provided at the time of ticket purchase.
6. Refunds and Exchanges:
• Refunds or exchanges will only be issued in the event of event cancellation or significant changes to the event program, as determined by the event organizers.
7. Miscellaneous:
• These terms and conditions are subject to change without prior notice.
• Any disputes arising from or related to the event shall be governed by the laws of Arab Republic of Egypt, and the exclusive jurisdiction for any legal proceedings shall be Conrad Hotel Cairo.
By purchasing a ticket to The I System Launch , you acknowledge that you have read, understood, and agreed to the above terms and conditions.
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