AGREEMENT
This Agreement (hereinafter referred to as “the Agreement”) is made between GRACEMEDIC SDN BHD (Company No. 879030A) a company incorporated in Malaysia and having its business address at No. 99, Jalan Suria Puchong 2, Pusat Perniagaan Suria Puchong, 47110 Puchong, Selangor (hereinafter referred to as “the Company”) and any person (hereinafter referred to as “the Applicant”) who completes the registration process to open and maintain an online account with the Company. The Company and the Applicant shall be collectively known as “the Parties”.
BY CLICKING THE ACCEPTANCE BUTTON, THE APPLICANT EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF THE APPLICANT DOES NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, AND THE COMPANY WILL PROMPTLY CANCEL THIS TRANSACTION AND THE APPLICANT MAY NOT ACCESS ANY OF THE SERVICES OFFERED BY THE COMPANY.
The Company reserves the right to make changes to these Terms and Conditions without prior notice to the Applicant.
WHEREAS:-
The Company is the owner of the products range known as Hanna Ancient (hereinafter referred to as “the Products”) and the Company is selling the Products through its platform known as “system.hanna.com.my” (hereinafter referred to as “the Company’s Platform”).
The Applicant intends to order/purchase the Products from the Company through the Company’s Platform with the intention of reselling, promoting, marketing, distributing the Products subject to the Company’s terms and conditions as stated herein.
In order for the Applicant to purchase the Products from the Company, the Applicant is required to register with the Company by opening and maintaining an account with the Company.
IT IS AGREED BETWEEN THE PARTIES HERETO THAT:-
REGISTERED ACCOUNT HOLDER
The Applicant shall registered and opened an account with the Company by registering in the platform as provided in the Company’s Platform.
The Company have provided two (2) types of accounts as stated below for the Applicant to elect:-
Star Wallet Account –
In this account, the Applicant is required to deposit in the account a minimum sum of money amounting to Ringgit Malaysia One Thousand (RM1,000.00) only; OR
Crown Wallet Account –
In this account, the Applicant is required to deposit in this account a minimum sum of money amounting to Ringgit Malaysia Three Thousand (RM3,000.00) only.
The Applicant allow the Company to utilise the amount deposited in the Applicant’s account to set off with the Products ordered by the Applicant provided that at all times there is money in the Applicant’s account.
The Applicant shall at all times, ensure that there is sufficient amount of money in the Applicant’s account before placing any order of the Products from the Company.
The Company reserves the right not to honour nor deliver any Products ordered by the Applicant, if there is insufficient fund in the Applicant’s account to set off with the Products ordered by the Applicant.
PRICING OF THE PRODUCT
6) Once the Applicant registered with the Company, the Applicant is entitled to order/purchase the Products from the Company at the discounted rate depending on the type of account as provided by the Company as follows:-
Star Wallet Account:-
30% discount of the Products’ Recommended Retail Price set by the Company.
Crown Wallet Account:-
40% discount of the Products’ Recommended Retail Price set by the Company.
7) The Applicant shall not sell or promote or market the Products below the Recommended Retail Price fixed by the Company.
8) The Company reserve the right to immediate terminate the Applicant’s account without any notice to the Applicant, if the Applicant is found selling or marketing or promoting the Products below the Company’s Recommended Retail Price.
9) The Applicant shall accept agree and be bound by the Product’s Recommended Retail Price fixed by the Company at all times and including any pricing set by the Company for any promotion or offer Products, which the Company may offer from time to time.
10) The Company shall have the rights to revise its Recommended Retail Price for the Products at any time and the Company shall notify the Applicant of the changes in the Recommended Retail Price.
MAINTAINING THE APPLICANT’S ACCOUNT
(a) The Applicant is required to make the minimum yearly amount of order/purchase of the Products or maintain their account with the yearly amount at all times (which may be revised at any time by the Company in its discretion) in their account:-
Star Wallet Account:-
Yearly amount of Ringgit Malaysia Six Thousand (RM6,000.00) only (with each top up amount for this account will be minimum of RM500.00 or more);
Crown Wallet Account:-
Yearly amount of Ringgit Malaysia Eighteen Thousand (RM18,000.00) only (with each top up amount for this account will be minimum of RM1,500.00 or more).
(b) For avoidance of doubt, the “yearly amount” means:-
As at 31st December of each calendar year, the Applicant have deposited/top up in their account with the yearly amount or pro-rata amount, as the case may be;
the yearly amount does not include any amount accumulated in the Applicant’s account from the previous year(s);
any balance amount in the Applicant’s account from the previous year(s) shall be excluded and not consider as top up towards the yearly amount for the following year.
In order for the Applicant to be entitled to the discounted rate as mentioned in Clause 6 hereof and/or any incentive and/or commission given by the Company, the Applicant have to comply with the requirement as stated in Clause 11 herein.
The Company reserves their rights either to vary the discounted rate and/or any incentive and/or commission or terminate the Applicant’s account or downgrade the Applicant’s account or to sell the Products to the Applicant at the Recommended Retail Price at the Company’s absolute discretion, if the Applicant fails to comply with Clause 11 herein.
RECRUITMENT
The Applicant shall be entitled to incentive given by the Company, if the Applicant have successful recruit any person to register with the Company (hereinafter referred to as “New Applicant”) and the New Applicant is actively involved in the order/purchase of the Products from the Company.
Upon registration of the New Applicant, the Company will be paying the Applicant, an incentive of Two Per Centum (2%) based on the type of account that the New Applicant have registered with the Company (hereinafter referred to as “Incentive”). This incentive provided by the Company under this Clause is only applicable to the recruitment of the Applicant which is directly under the Applicant and this incentive is one-time payment only.
16) The Applicant will also be entitled to a commission of Eight Per Centum (8%) on any purchase/order of the Products made by the New Applicant with the Company through the Company’s Platform (hereinafter referred to as “Commission”). The Commission will be based on the nett price of the Products ordered/purchased made by the New Applicant. For avoidance of doubt, the word “nett price” means the price of the Products after deducted from the discounted rate.
PAYMENT
17) Upon registration with the Company, the Applicant will automatic created an account called “Cash Wallet”. The function of this Cash Wallet is for the Company to credit any incentive or commission as mentioned in Clauses 15 & 16 hereof due and payable by the Company to the Applicant. The Applicant may withdraw from this Cash Wallet provided that there are funds in the account, by submitting their written request to the Company. The Company will remit payment for the incentive and/or commission to the Applicant in every 1st and 15th day of each month provided that the Applicant have to submit their request for payment to the Company minimum three (3) days prior to the date of payment by the Company as stipulated herein. The minimum amount that can be withdrawn from this Cash Wallet account is Ringgit Malaysia Fifty (RM50.00) only. If in the Cash Wallet account have a credit of more than Ringgit Malaysia Five Thousand (RM5,000.00), the Company will automatic pay the Applicant vide online transfer into the Applicant’s bank account without the Applicant’s request for such withdrawn.
THE COMPANY’S OBLIGATION
18. The Company shall from time to time provide the Applicant with catalogues, brochures and information concerning the Products.
19. Upon receipt such order/purchase of the Products by the Applicant and at the request of the Applicant, the Company shall use its best endeavours to deliver the Products to the Applicant at addresses provided by the Applicant when registering for an online account with the Company within a reasonable time. Alternatively, the Applicant can arrange collection of the Products at the Company’s premises.
20. If at the request of the Applicant for the delivery of the Product, the Company will bear all the delivery charges incurs for the delivery of the Products to the Applicant provided that such order/purchase made by the Applicant is more than retail price of Ringgit Malaysia One Hundred (RM100.00) per order and the delivery is within Malaysia only. Otherwise the Applicant has to bear the delivery charges and this delivery charges will be deducted from the Applicant’s account.
21. If the Products delivered to the Applicant and the Applicant found that the Products are damaged/spoiled/default, then the Applicant have to immediately notify the Company and cause the damaged/spoiled Products to be returned to the Company in exchange with new Products or other Products of similar value. The Applicant shall not entitle to request the Company for any cash refund for the damaged/spoiled Products.
TERMINATION
22. Either party shall be entitled to terminate this Agreement without any reason or cause by serving on the other party one (1) month prior written notice of such intention to terminate this Agreement.
23. The Company shall be entitled to terminate this Agreement in writing with immediate effect, if the Applicant:-
breaches any terms and conditions of this Agreement;
failed to meet the yearly minimum order/purchase as required in their account as mentioned in Clause 11 herein; or
selling the Products below the Recommended Retail Price set by the Company; or
the Applicant’s account has been inactive/dormant for more than a year.
24. Upon termination of this Agreement pursuant to Clauses 22 or 23 herein:-
the Company shall closed the Applicant’s account and refund all the money in the Applicant’s account and/or Cash Wallet account (if any) to the Applicant;
the Applicant shall cease to use any information provided by the Company nor promote or market the Products using the Company’s name, logo or trademark;
the Applicant shall not be entitled to any incentive and/or the commission as mentioned in Clause 15 & 16 hereof with effect from the date of termination of this Agreement
thereafter neither party shall have any further obligation to other under this Agreement.
INTELLECTUAL PROPERTY
25. The Applicant shall not:-
made any modifications to the Products or their packaging;
alter, remove or tamper with any trade marks, numbers or other means of identification used on in relation to the Products;
use any trademarks or trade names so resembling any trade mark or trade names of the Company as to be likely to cause confusion or deception.
26. The Applicant shall have no rights in respect of any trade names or trademarks used by the Company in relation to the Products or of the goodwill associated therewith, and the Applicant hereby acknowledges that, except as expressly provided in this Agreement, it shall not acquire any rights in respect thereof and there all such rights and goodwill are, and shall remain, vested in the Company.
27. Without prejudice to the right of the Applicant or any third party to challenge the validity of any Intellectual Property of the Company, the Applicant shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property of the Company and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
28. For avoidance of doubt, the word “Intellectual Property” means any patent, copyright, registered design, trade mark or other intellectual property right in respect of the Products and applications for any of the foregoing.
INDEMNITY
29. The Applicant shall fully indemnify the Company against and hold it harmless from and against all losses, damages, claims, costs and expenses suffered and incurred by the Company under this Agreement, as a result of the acts and omissions of the Applicant or the breach of the Applicant of any terms and conditions of this Agreement. This clause shall survive the termination of this Agreement.
GOVERNING LAW AND JURISDICTION
30. The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Malaysia.
SEVERABILITY
31. In the event any of the provisions in this Agreement shall for any reason be determined illegal, invalid or otherwise unenforceable, such provision shall be deemed to have been severed therefrom and the remaining provisions herein shall continue to be valid and enforceable to the fullest extent permissible by the law.
NOTICES
32. Any notice of communication to be given by any party in this Agreement shall be in writing and shall be deemed duly given if delivered personally or sent by telex or facsimile or email transmission or by prepaid registered post to the addresses (as the case may be) provided by the Applicant when registering for an online account or at the Company’s premises.
MISCELLANEOUS
33. Nothing contained in this Agreement shall constitute or deemed to constitute or create any association, partnership, joint venture, or the relationship of principal and agent or master and servant or employer and employee between the Parties hereon.
34. By providing the Company with personal and/or other information, the Applicant agrees that the Company may store the information provided on its database. The Company agrees that it will not share the Applicant’s personal information with any third party without the Applicant’s consent.
35. The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with this Agreement are regarded as confidential information. Each Party shall maintain the confidentiality of all such confidential information and shall not disclose the said confidential information to any third party without obtaining the written consent of the other Party.
36. No party to this Agreement shall assign, transfer, subcontract or in any other manner make over to any third party the benefit or burden of this Agreement.
37. No relaxation, indulgence, waiver or release by any party of any of the rights in terms of this Agreement on any occasion shall prevent the subsequent enforcement of such rights and shall not be deemed to be a waiver of any subsequent breach of any of the terms.
38. This Agreement constitutes the entire understanding between the parties with regard to the subject matter thereof and the parties waive the right to rely on any alleged expressed or implied provision not contained herein.
39. In this Agreement, unless there is something in the subject or context inconsistent with such construction or unless it is otherwise expressly provided:
(a) Words importing the masculine gender only shall include the feminine and neuter genders and vice versa;
(b) Words in the singular number only shall include the plural number and vice versa;
(c) That headings are inserted for convenience only and shall not affect the construction of this Agreement;
For the purposes herein any notice or request with reference to this Agreement shall be deemed to be sufficiently given to either party if the same is given to the said party’s Solicitors. The address of the parties stated herein shall be the address of service for all notices including the Termination Notice.