Agent TOS Page

ENGAGEMENT REPRESENTATIVE (ER) STANDARD TERMS AND CONDITIONS

1. This Standard Terms and Conditions (“T&C”) between the Engagement Representative (the “ER” or the “Agent”) and ManagePay BuyMalaysia Sdn Bhd (“BuyMalaysia” or the “Company”) which governs the Agent’s participation as an Agent in the Digital Economy Enablement Professionals Project (“DEEP Project”) organised by the Company.

2. The Agent has fully understood and agreed to these T&C, and these T&C constitute legal agreement between the Agent and the Company (“Contract”) with respect to the Agent’s registration as an Agent under the DEEP Project.

3. The Company reserves the right to vary the Contract at any time without any prior notice.

4. The Company reserves the right at any time to modify, delete or add to the Contract including the right to terminate or suspend the Contract at its absolute discretion without any prior notice in which case the Company may elect not to disburse any commissions. Such termination or suspension will not give rise to any claim by the Agent.

ELIGIBILITY

5. The DEEP Project is open to any person who has a registered agent portal with the Company.

6. The Agent must have submitted the required documents and completed the training provided by the Company.

APPOINTMENT AND INDEPENDENT CONTRACTOR RELATIONSHIP

7. The Company hereby appoints the Agent, as its non-exclusive agent, to approach Small Medium Enterprise (“SME”) and promote the DEEP Project (where necessary and instructed by the Company) and towards such purposes: (i) assist SMEs register application on portal or application form (ii) assist to collect relevant documents from the SMEs on the Company’s behalf (iii) provide a status update pertaining to the application; and (iv) providing customer service to the SMEs.

8. In providing the services under this Contract, the Agent will act as the Company’s independent contractor. Nothing contained in this Contract will create, or be construed as creating, the relationship of employer and employee, partner, joint venture, or of franchisor and franchisee between the Company and the Agent or between the Company and any employee of the Agent. Neither party will have the right or authority to assume, create, or incur any third-party liability or obligation of any kind, express or implied, against or in the name of, or on behalf of the other party except as expressly set forth in this Contract.

AGENT AUTHORITY

9. The Agent is authorized to solicit prospective SME subject to all applicable laws, ordinances, codes, regulations, and licensing requirements at the time of solicitation, and to the terms and conditions set forth in this T&C.

10. The Agent needs to assist and ensure the prospective SME register on the DEEP Project including until the SME has successfully summited the required relevant forms and documents.

11. In soliciting and promoting the DEEP Project to prospective SME, the Agent shall take such actions as the Company may from time to time reasonably require, including ensuring and taking all necessary action to verify each prospective SME’s conducts and intention to conduct a bona fide lawful business transaction, and being willing and capable of providing ongoing service and advice to prospective customers. The Agent shall also communicate to the Company all relevant information including but not limited to information concerning prospective SME and comply with reasonable instructions and directions from the Company.

12. To promote the Company’s DEEP Project and services, the Agent may only use the Approved Material. “Approved Material” means any material in any medium (print, electronic, or otherwise) for publication or distribution, advertisement, circular, statement, product illustration, or any other material provided by the Company to the Agent related to the Website including any products and services as the case may be, and designated by the Company as an approved marketing material. The Agent may not alter any Approved Material without the prior written approval of the Company, which the Company may grant or deny in its sole and absolute discretion. The Company retains exclusive ownership of the Approved Material, and any Approved Material in the Agent’s possession shall immediately be returned upon the Company’s request.

13. The Agent is free to exercise personal judgment as to the time and manner of performing services authorized under this Contract, subject to compliance with all applicable laws, ordinances, codes, and regulations and such rules of professional business conduct as the Company may adopt. Notwithstanding the foregoing, the Agent specifically agrees that: (1) the Agent will not use high-pressure sales tactics; (2) the Agent will not misrepresent any benefit, condition or limitation of the DEEP Project including any products and services; (3) the Agent will comply with applicable requirements of all laws, ordinances, codes, and regulations at all material time; (4) the Agent will disclose to all prospective SME, including disclosures related to all charges, minimum fees, limitations, initial and renewal terms of agreements and warranty services; and (5) the Agent will not advise the prospective SME to omit information that is responsive and material to any question regarding the DEEP Project and products and services relating thereto as the case may be;

14. The Agent must promptly submit the prospective SME application to the Company.

15. If the Agent exceeds the authority granted by the Company pursuant to this T&C, or fails to abide by the authority limitations set forth in this T&C, and such act or omission results in loss to the Company, the Agent will defend and indemnify the Company for such loss, including the costs and attorneys’ fees associated with such loss.

PROPRIETARY MARKS

16. The Agent acknowledges that MPay name and logos (“Marks”) are exclusive property of MPay and its affiliates. Except for the limited licence granted to use MPay’s Marks for the sole purpose of promoting the Company’s service by means of the Approved Materials herein, the Agent will have no claim of any right, title or interest in and to MPay’s Marks.

17. The Agent shall not use MPay or its affiliates’ logo or any other logos of government bodies or government-owned entities associated with the Company on any business card, stationery or any promotional materials without prior consent or approval of the Company. Such logos shall only be used on promotional materials which have been approved by the Company. Any unauthorized use of any of the logos shall be considered a material breach and may result in immediate termination of this Contract.

18. Unless authorized and approved by the Company in writing, the Agent may not use any of the name or logo stipulated in clause 16 and 17 herein as a legal, corporate, or domain name. If the Agent desires to use the name or logos in any manner not authorized by this Contract, the Agent must disclose such proposed use to the Company for approval and may not use the name or logos until the Company, in its sole and absolute discretion, approves of such proposed use in writing.

PACKAGES FOR AGENT TO SELL & COMMISSIONS

19. The details of the DEEP Project packages and Commission to the Agent are as follows:-

Note:

i. MPay BuyMalaysia marketing team will track all agents’ activity registration via affiliate link and shall submit to its finance department each monthly result.

ii. For avoidance of doubt, the number of signups recorded by an Agent for a particular month shall expire on the last day of that particular month.

iii. Commission will be paid out to the Agent on the fifteenth (15th) day of the following month. If the fifteenth (15th) day falls on non-business day, commission will be paid on the next business day. Commission will be paid out provided that:
• Complete submission of the required forms and documents to the satisfaction of the Company;
• Vetted and approved by Bank Simpanan Nasional (BSN) and Malaysia External Trade Development Corporation (MATRADE); and
• Any outstanding payment payable by the SME to the Company has been fully settled.

(a) The Company reserves the right to set-off from the Commission: (i) any amounts owed by the Agent to the Company; and/or (ii) any losses incurred by the Company due to wrongful or negligent acts by the Agent.

(b) In the event that the Agent disputes any Commission received, the Agent agrees to notify the Company within ninety (90) days from the date of receipt of the disputed Commission, failing which the Agent is deemed to have waived the right to contest the Commission in question.

(c) The Company’s obligation to pay Commission shall cease if; (i) the Agent induces any SME, whether or not solicited by the Agent, to discontinue with the application towards the DEEP Project; (ii) the Agent fails to remain current on all obligations to the Company; (iii) the Agent fails to remain in compliance with all the T&C which survive termination of this Contract; (iv) the Agent is in violation of any applicable law or regulation; (v) the Agent violates any of the Company’s confidentiality or intellectual property rights protected by this T&C; (vi) the Agent is not willing or able to provide reasonable service as determined by the Company including but not limited to representing the right information to SMEs in accordance with the applicable T&C governing the DEEP Project; or (vii) the Company, after making a good faith effort, cannot locate the Agent to make payments.

(d) The Agent will not receive additional compensation or reimbursement for expenses incurred whilst performing services under this T&C.

(e) If the Agent is a corporation, partnership, or other entity and this Contract terminates because of the voluntary or involuntary dissolution of the Agent, the Company will not pay any further commissions to the Agent after such date of dissolution.
(f) The Company has the right to change the Commission structure at any time without prior written approval from the Agent.

DURATION

20. This Contract shall be effective from the date the Agent agreed to the T&C as set forth herein and unless terminated.

TERMINATION

21. This Contract may be terminated, without cause and without any fees, charges, or penalties, by either party upon thirty (30) days prior written notice to the other party.

22. In addition to Clause 21 above, the Company may, in its sole and absolute discretion, terminate this Contract for cause, which may include the following:-
i. The breach by the Agent of any covenant, provision, representation, or warranty set forth in this Contract upon notice by the Company to the Agent of such breach, and the Agent’s failure to rectify such breach within fourteen (14) days after such notice;
ii. The failure by the Agent to perform any obligation imposed upon it by this Contract within a period of fourteen (14) days after notice by the Company to the Agent; and/or
iii. The violation by the Agent of the Company’s trademarks or intellectual property rights.

23. If the Agent is a natural person, this Contract will immediately terminate upon death of the Agent. If the Agent is a corporation, partnership, or other entity, the death of any owner will not terminate this Contract, provided that the surviving owners are validly licensed and appointed to represent the Company.

24. If the Agent is a corporation, partnership, or other entity, this Contract will immediately terminate upon the voluntary or involuntary dissolution of the Agent or the disqualification of the Agent to do business under applicable laws.

25. This Contract will immediately terminate upon the insolvency of the Agent or the Agent filing a petition for insolvency/winding up or the initiation of insolvency/winding up proceedings against the Agent.

26. In addition to any other rights and remedies that it may have, the Company may immediately terminate this Contract at its sole discretion if any evidence is discovered indicating that: (i) the Agent is in breach of any of the terms and conditions of this Contract or is in violation of any of the Company’s Rules and Regulations (ii) failure by the Agent to perform any monetary obligation to the Company; (iii) violation of any of its confidentiality obligations towards the Company; (iv) violation of any applicable law or regulation; (v) the commission of any act of fraud, forgery, dishonesty, or other wilful or malicious act by the Agent; or (vi) the complete cessation of Agent’s operation and activity as an Agent for the Company coupled with the inability, after making a good faith effort, to locate the Agent.

27. The Agent has the right to terminate this Contract in the event the Company fails to honour its payment obligations to the Agent.

28. Upon termination of this Contract, the Agent must immediately pay all sums due to the Company. If this Contract is terminated pursuant to Clauses 22 and/or 26, no Commission will be payable to the Agent immediately from the date of such breach.

29. Upon termination of this Contract, the Agent must (i) immediately cease using in any manner whatsoever, the name and logos, any trade secrets, or confidential information of the Company, (ii) immediately cease soliciting prospective customers, and (iii) immediately cease using all web sites, signs, advertising materials, displays, stationary, or any other articles that incorporate the name and logos of the Company.

30. Cooperation. The Agent will cooperate with the Company concerning any investigations arising from claims adjudication or otherwise.

31. Currency: All payments referred to in this Contract unless specifically provided otherwise, shall be in Malaysian Ringgit (“RM”).

32. Confidential Information. The Agent acknowledges that, during the course of performance under this Contract, the Agent may have access to the Company’s confidential/proprietary information, including, but not limited to, confidential information which relates to the Company’s business operations, marketing strategies, promotional materials, trade secrets, technology, commission structure, pricing, underwriting and the terms of this Contract (collectively, the “Confidential Information”). The Agent agrees to maintain in confidence and not to copy, disclose, or distribute any of the Company’s Confidential Information, or any part thereof, without the prior written consent of the Company. The obligations of confidentiality shall not extend to information publicly or generally available or known to the public, lawfully disclosed to the recipient by a third party, or independently developed by the Agent.

33. Records and Supplies. All records maintained by the Agent hereunder and all promotional materials, forms etc furnished to the Agent by the Company, including all Confidential Information, will remain the property of the Company and must be returned to the Company promptly following termination of this Contract.

34. Assignment. The Agent will not assign or otherwise dispose of this Contract or its right, title or interest therein, or any part thereof, to any individual, partnership, or corporation, or other entity or person without the prior written consent of the Company. The Company shall have the right to assign or otherwise dispose of this Contract or its right, title, or interest therein, or any part thereof, to any individual, partnership, or corporation or other entity or person without the prior written consent of the Agent.

35. Indemnification. The Agent hereby agrees to defend, indemnify, and hold harmless the Company and its agents, affiliates, officers, directors, shareholders and employees (collectively, “Indemnified Parties”) from and against any losses, claims, damages, expenses, or liabilities, joint or several, to which the Indemnified Parties may become subject insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon or relate to the actions or omissions of the Agent. The Agent will pay the Indemnified Parties for any legal or other expenses reasonably incurred by the Indemnified Parties in connection with investigating or defending any such loss, claim, damage, expense, liability, or action.

36. Non-solicitation. Notwithstanding anything herein to the contrary, during the period of this Contract or any extension thereof the Agent, or the Agent’s employees, affiliates, subsidiaries, or independent contractors, shall not directly or indirectly, solicit business from or attempt to convert to any competitor any prospective UK customers for Services which is already provided by the Company. If the Agent violates this Clause, the Company shall have no further obligations for payment of Commission to the Agent and the Agent shall, upon demand by the Company, be required to pay damages to the Company in an amount equal to the revenue that Company would have received from the prospective UK customer solicited in violation of this Contract.

37. Indebtedness.
i) Any amount owed by the Agent to the Company for any reason shall constitute indebtedness of the Agent to the Company (the “Indebtedness”).
ii) The records of the Company concerning the Indebtedness are deemed prima facie evidence of the existence and authenticity of the Indebtedness. The Indebtedness is due and payable to the Company upon demand.
iii) The Agent will be responsible for any costs, including reasonable attorney fees, interest and other collection expenses, incurred by the Company in connection with the Indebtedness. Such costs are payable upon demand.
iv) The Agent authorizes the Company to set-off the Indebtedness against any sums due or becoming due to the Agent.

38. Notice. All notices given pursuant to this Agreement shall be in writing and may be delivered personally or by registered post to the herein before mentioned address of the parties or such other address or email as such party may specify in writing. Any notice or communication given pursuant to this Agreement shall be deemed to have been received if (i) by personal delivery, at the time of delivery with written acknowledgement; (ii) if by registered post, three (3) Business Day’s after posting; and (iii) if by email, on the day of transmission.

39. Time. Time wherever mentioned herein shall be of the essence.

40. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in all respects in accordance with the laws of Malaysia and the parties hereto agree to submit to the exclusive jurisdiction of the courts in Malaysia.

41. Force Majeure. Neither party hereto shall be liable to the other for any failure or delay in performance of any obligation hereunder to the extent that such performance is prevented or hindered by any event or circumstances which is beyond the reasonable control of the party including but not limited to, act of God, explosion, fire, flood, earthquake, government action, insurrection, act of war or public disorder, riot or demonstration, strike or lockout, suspension or withdrawal of any licence required by relevant authority for the carrying out of either party’s business, alterations to conditions of such licence or the imposition of new conditions on such licence, power or electricity failure for protracted length of time, failure or malfunction of systems contributed to relevant computer systems and applications, provided however, that the party affected by such event or circumstance gives prompt written notice to the other party of the occurrence of the event or circumstance and uses reasonable diligence to rectify or overcome such event or circumstance and minimize the loss caused thereby to the other party.

42. Law. This T&C shall be governed by, and construed in accordance with, the laws of Malaysia and the parties hereto submit to the exclusive jurisdiction of the Malaysian Courts in respect of any dispute or matter arising out of or connected with this T&C and/or the documents referred to herein.