1. Parties and Nature of This Agreement. This Member Agreement — the "Agreement" — is entered into between [Company Legal Entity], doing business as Forever Living Kenya, with its principal place of business at [Company Address] — the "Company" — and the individual or business entity identified in the enrollment form — the "Distributor," "you." By submitting the enrollment form you apply to become an independent distributor authorized to purchase Company products, resell them to retail customers, and, if you choose, sponsor other distributors. This Agreement incorporates by reference the Company's Policies and Procedures, the Compensation Plan, the Income Disclosure Statement, and the Privacy Policy, each as published at https://forever-living-kenya.fluid.app and as amended under Section 14.
2. Independent Contractor Status. You are an independent contractor, not an employee, agent, partner, franchisee, or legal representative of the Company. You control the manner and means of your own business, your schedule, and your expenses. You are not entitled to wages, leave, NSSF or SHIF contributions, or any employment benefit from the Company, and nothing in this Agreement creates an employment relationship under the Employment Act 2007. You may not bind the Company to any obligation or represent yourself as anything other than an independent distributor. You are responsible for any county single business permit or licence your own activities require.
3. Tax Matters — KRA PIN and Withholding. You must provide a valid KRA Personal Identification Number at or promptly after enrollment — no commissions are payable without one. The Company will withhold tax on your commissions as required by the Income Tax Act — currently five percent for Kenyan tax residents in the management, professional, or agency fee class, and twenty percent for non-residents — and remit it to the Kenya Revenue Authority, issuing you withholding certificates through iTax. Withheld amounts are a credit against your final liability, not your final tax: you remain solely responsible for declaring your income and filing your own returns, including any VAT obligations if your own turnover crosses the registration threshold of five million shillings, and for issuing eTIMS invoices where the law requires them of your business.
4. Compensation Is Based on Retail Sales — Never Recruitment. The Compensation Plan pays commissions and bonuses only on the sale of products to ultimate users — retail customers and documented personal use — and never for the act of recruiting. No payment of any kind is made for enrolling or sponsoring another distributor as such. You must record and, on request, document your retail sales.
5. Anti-Pyramid Covenant. Kenya suffered catastrophic pyramid-scheme collapses between 2006 and 2008 — the DECI wave — and pyramid conduct is prosecuted under the Competition Act 2010 false-and-misleading-representation provisions, Penal Code fraud offences, and the Banking Act prohibition on unlicensed deposit-taking, with active warnings from the Central Bank of Kenya and the Capital Markets Authority. Accordingly you must never: solicit or accept money from any person as a deposit, investment, or contribution with a promised or implied return — present enrollment, product packages, or rank advancement as an investment opportunity — operate or promote any money-circulation arrangement alongside your distributorship — or describe the Compensation Plan as paying for recruitment. Violation of this Section is grounds for immediate termination and will be reported to the authorities where the law requires.
6. No Purchase Requirement — No Inventory Loading. You are not required to purchase any product, sales aid, or inventory to become or remain a distributor, other than a not-for-profit enrollment kit where offered at Company cost. Purchase only what you can reasonably resell or personally use in a reasonable period. Purchasing product primarily to qualify for rank or bonuses — inventory loading — is prohibited and is grounds for corrective action up to termination.
7. The 70 Percent Rule. Before placing a new order for resalable product, you must certify that you have sold to retail customers or consumed for personal use at least seventy percent of the product from your prior orders. The Company may audit compliance and may withhold commissions attributable to orders placed in violation of this rule.
8. Inventory Buy-Back. On termination of this Agreement for any reason, the Company will, at your request, repurchase all resalable products, sales aids, and enrollment kits you purchased within the preceding twelve months at not less than ninety percent of your net purchase price, less commissions paid on those purchases and reasonable shipping. "Resalable" means unopened, unexpired, in current-market condition, and not marked as seasonal, discontinued, or special-order at the time of your purchase.
9. Income Claims. You may not make any earnings claim — express or implied, in person or online, including WhatsApp, TikTok, and other social media — unless it is truthful, not misleading, and substantiated, and accompanied by the Company's current Income Disclosure Statement. Claims of typical or guaranteed income, lifestyle claims implying income, and "quit your job" representations are prohibited. Given Kenya's pyramid-scheme history, the Company enforces this Section strictly and may require immediate removal of non-compliant content.
10. Product Claims. You may state only the product claims published in current Company materials. You may not claim that any product diagnoses, treats, cures, mitigates, or prevents any disease or make any claim beyond approved labeling. Health-related products are regulated by the Pharmacy and Poisons Board and product standards by the Kenya Bureau of Standards — unapproved claims create liability for you and the Company and are grounds for immediate termination.
11. Retail Customer Cancellation Rights. For any sale you conclude in person away from a permanent place of business — home presentations, pop-ups, events — you must give the customer a written copy of the agreement and a dated receipt, inform the customer of the ten-day cancellation right under Part VI of the Consumer Protection Act 2012, and honor any timely cancellation with a full refund and cost-free return of the goods. You must honor the Company's published Return and Refund Policy for all customer purchases.
12. Ethics and Conduct. You must conduct your business honestly and professionally: no deceptive, misleading, or high-pressure sales practices — no false or misleading representations within the meaning of the Competition Act 2010 or the Consumer Protection Act 2012 — no marketing SMS, WhatsApp, or email without the prior consent the Data Protection Act 2019 and the Kenya Information and Communications Act require — no repackaging or relabeling of products — no sales through unauthorized marketplaces — and no solicitation of Company distributors to other ventures using Company genealogies.
13. Confidentiality — Downline and Genealogy Data. Reports about your sales organization are the Company's confidential information, licensed to you solely to operate your distributorship. You must protect them consistent with the Data Protection Act 2019, must not disclose them or use them to promote any other venture during or after the term, and must return or destroy them on termination.
14. Term, Amendment, and Renewal. This Agreement runs for one year from acceptance and renews annually. The Company may amend this Agreement, the Policies and Procedures, or the Compensation Plan on thirty days' notice published at https://forever-living-kenya.fluid.app and by email — amendments apply prospectively only. If you do not accept an amendment, you may terminate under Section 15 and request the Section 8 buy-back.
15. Termination. You may terminate at any time, for any reason, by written notice to [Support Email]. The Company may terminate for cause on written notice describing the violation, subject to the review process in the Policies and Procedures, or without cause on thirty days' notice. On termination you lose the right to represent yourself as a distributor and to earn further compensation, except commissions already earned, which will be paid in the ordinary cycle. Sections 8, 13, and 16 survive termination.
16. Dispute Resolution and Governing Law. The parties will first attempt in good faith to resolve any dispute through the Company's internal review process within thirty days. Unresolved disputes will be resolved by arbitration in Nairobi under the Arbitration Act 1995 before a single arbitrator appointed by agreement or, failing agreement, by the Chartered Institute of Arbitrators — Kenya Branch. Either party may bring an individual claim in the Small Claims Court within its monetary limit. This Agreement is governed by the laws of Kenya, without displacing non-waivable protections of Kenyan law.
17. Miscellaneous. You may not assign this Agreement without the Company's consent — the Company may assign it to a successor. A failure to enforce any provision is not a waiver. If any provision is held unenforceable, it will be reformed to the minimum extent necessary and the remainder stays in effect. Notices to the Company go to [Company Address] or [Support Email] — notices to you go to the email address on your account. This Agreement, with the documents it incorporates, is the entire agreement concerning the distributorship.
