MEMBER/AGENT AGREEMENT
This Member/Agent
Agreement is a legal and binding agreement BETWEEN Nature Care International Sdn. Bhd. [Company No. 202101013696
(1413995-A)] (the “Company”), a private limited company
duly incorporated in Malaysia and having its principal place of business at No. 2, Medan Sunway Wellesley 2, Pusat
Perniagaan Sunway Wellesley, 14000 Bukit Mertajam, Pulau Pinang AND any individual or corporation that
signs up or registers as a Member/Agent of the Company through the web link
below (the “Member/Agent”):
https://www.naturecare.com.my/index.php?route=account/login
IMPORTANT: -
Please read these terms and conditions carefully. By registering
as a Member/Agent of the Company at https://www.naturecare.com.my/index.php?route=account/login, the
Member/Agent acknowledges that they have read and comprehend the entirety of
this Agreement, thereby recognizing its significance and legal implications.
The Member/Agent hereby agrees to be bound by all terms and conditions of this
Agreement, as well as those set forth in any documents incorporated by
reference. Should there be any disagreement or reservations regarding any
aspect of this Agreement, said individual or corporation is under no obligation
to sign up or register as a Member/ Agent of the Company.
Recitals:
A.
The Company is engaged in the business of manufacturing,
distributing, supplying, wholesaling, importing and exporting beauty, cosmetics
and healthcare products.
B.
The Member/Agent desires to act as an independent Member/Agent
to promote and sell the Company's products or services. In the context of this
Agreement, the Company's products or services refer to all items and services
published and/or marketed for sale on the Company's website, social media
platforms, brochures, retail shops and any platforms controlled/ managed/ supervised
by the Company. This includes any products or services added by the Company
from time to time on a permanent basis.
C.
The Company desires to engage the Member/Agent to act as its
independent Member/Agent subject to the terms and conditions set forth in this
Agreement.
IN CONSIDERATION of the mutual
promises and covenants set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Appointment and Scope of Services
1.1.
Appointment. The Company hereby appoints the Member/Agent as an
independent Member/Agent to promote and sell all of the
Company's products and/or services.
1.2.
Scope of Services. The Member/Agent shall diligently promote and
sell the Company's products and/or services and shall comply with all
applicable laws and regulations.
2. Obligations
of Member/Agent
1.
2.
2.1.
Promotion and Sales. The Member/Agent shall use its best efforts
to promote and sell the Company's products and/or services and shall conduct
its business in a professional and ethical manner.
2.2.
Compliance. The Member/Agent shall comply with all applicable
laws, rules, and regulations in the performance of its obligations under this
Agreement.
2.3.
Undertakings of the Member/Agent. The Member/Agent agrees and
undertakes throughout the term of this Agreement that the Member/Agent shall:
(a)
adhere to the company's policies, procedures, and standards in
all business activities;
(b)
maintain the confidentiality of the company's proprietary
information and trade secrets;
(c)
act with integrity, honesty, and professionalism in all dealings
on behalf of the company;
(d)
refrain from engaging in activities that may prejudice the
company's business;
(e)
meet predetermined sales targets, customer service levels, or
other performance metrics specified by the company;
(f)
maintain accurate records of transactions, customer
interactions, and other relevant business activities in accordance with the company's
requirements;
(g)
acknowledge the company's right to terminate the agreement for
material breach or failure to meet contractual obligations;
(h)
not make any warranty or representation whatsoever which may
bind the Company or render the Company liable in any way whatsoever.
3. Compensation
1.
2.
3.
3.1.
Commission. The Member/Agent shall be compensated for its
services in accordance with any arrangement that may be agreed with the Company
("Compensation").
3.2.
Expenses. The Member/Agent shall be solely responsible for all
expenses incurred in connection with the promotion and sale of the Company's
products or services.
4. Price Adjustment
4.
4.1.
The Member/Agent shall sell the Company’s products and/or
services to third parties at prices determined by the Company. Any price adjustment
by the Member/Agent is strictly prohibited.
4.2.
In the event of any allegations on price adjustments made by the
Member/Agent, the Company shall initiate an investigation process. During this
investigation, the Member/Agent’s account (including all accrued points and associated
benefits) shall be temporarily suspended.
4.3.
Upon receipt of a complaint, the investigation shall proceed as
follows:
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Step 1
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The Company shall collect and review all relevant evidence.
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Step 2
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The Company shall interview all relevant parties.
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4.4.
Following the investigation, the Company shall provide its
decision regarding the complaint received.
4.5.
If the Company finds that the Member/Agent has misconducted, the
Member/Agent’s account (including all accrued points and associated benefits) shall
be forfeited, and this Agreement shall be terminated. The Member/Agent hereby
agrees not to pursue any legal action against the Company or its affiliates in
relation to this matter.
4.6.
If the Company finds that the complaint lacks merit, the Member/Agent
account (including all accrued points and associated benefits) shall be released
to the Member/Agent.
5. Indemnity
5.1. The Member/Agent hereby agrees and
undertakes to fully indemnify and keep the Company harmless from and against
all actions, claims, costs (including legal costs on a full indemnity basis),
losses, charges, expenses and damages which the Company may suffer or incur as
a result of:
(a)
the Member/Agent has breached any of the terms and conditions of
this Agreement;
(b)
the Member/Agent enters into liquidation, receivership, judicial
management or otherwise compounds with its creditors or takes or suffers any
similar action or occurrence in any jurisdiction;
(c)
the Member/Agent becomes insolvent or stops payment or ceases or
threatens to cease to carry on its business or any part of its business;
(d)
if any resolution is passed or steps taken by the Member/Agent
or any other person to apply for judicial composition proceedings with its
creditors or an order is made by any competent court for such proceedings or a
receiver, judicial manager, administrator or other similar official is
appointed in relation to the Member/Agent or any part of the assets or
undertakings of the Member/Agent or encumbrancer taking possession of any part
of the assets or undertakings of the Member/Agent or a distress or execution or
other process is being levied or enforced upon or sued out against any part of
the assets or undertakings of the Member/Agent;
(e)
if the Member/Agent or any of its shareholders, partners,
proprietors, officers, employees, agents or contractors is or is suspected by
the Company to be involved in any fraudulent or unlawful activity whether or
not relating to the Member/Agent's business;
(f)
if the Member/Agent's business involves any trade or activity
deemed undesirable by the Company;
(g)
any claim by any customer or any third party brought in or
handled by the Member/Agent;
(h)
the Member/Agent’s breach of this Agreement or to any negligent,
grossly negligent, wilful or unlawful acts or omissions of the Member/Agent,
its employees, officers, agents, subcontractors, dealers or representatives;
(i)
any fraud, dishonesty or misconduct (criminal or otherwise)
relating to the Transactions perpetrated by the Member/Agent, its servant, agent,
employee or contractor or the fraud, dishonesty or misconduct (criminal or
otherwise) perpetrated by a third party as a result of the negligence or
default of the Member/Agent, its servant, agent, employee or contractor;
(j)
any loss caused by the Member/Agent arising out of the act or
omission whether negligent or otherwise of the Member/Agent, its servant,
agent, employee or contractor or out of any failure of the Member/Agent, its
servant, agent, employee or contractor to operate the business in accordance
with the procedures prescribed by the Company;
(k)
any
action, claim, cost, expense, damage and loss, including consequential loss or
damage or loss of profit, which the Member/Agent may suffer or incur as a
result of a breakdown in the provision of the Products and/or the Services or
when the Products and/or the Services are not available or sufficient in stock
for any reason whatsoever; and
(l)
if the Member/Agent is deceased or its partnership is dissolved;
6. Term
and Termination
6.1. If any of the
events described in Clause 4.1 (a) – (k) occurs, the Member/Agent shall be
deemed to have defaulted, and this Agreement shall be terminated.
6.2. In the event of
termination of this Agreement for whatever reason, the Member/Agent agrees and
undertakes to return to the Company immediately all materials, books, records
or otherwise pertaining to the Company’s Products and/or Services, and shall
not thereafter use the Company’s trademarks or any part or derivatives thereof.
Further, the Member/Agent agrees and undertakes to permit the Company and the
Company shall have the right of access to the Member/Agent’s premises to
disconnect, retrieve and remove any equipment relating to the Company’s
Products and/or Services which is not owned by the Member/Agent and any
material bearing the Company’s trademarks or derivatives thereof and at the
request of the Company, the Member/Agent will at its own expense assist the
Company to exercise its rights hereunder and shall fully cooperate to comply
with the requirement of the Company in this respect; and any antecedent right
and liability of either party shall not be thereby prejudiced or impaired.
7. Inheritance of Member/Agent account
1.
2.
3.
4.
5.
6.
7.
7.1.
The Member/Agent account is an asset and thus, is eligible for
transfer/assignment to the Member/Agent’s legal beneficiary upon their demise. The
Company encourages the Member/Agent to declare their account in their will.
7.2.
In the event of the Member/Agent’s demise, any legal beneficiary
recognised by law shall submit the following documents to the Company for
verification purposes:
(a)
One (1) copy of the Grant of Probate or Letter of Administration
(certified true copy by the Registrar of the Court);
(b)
One (1) copy of the deceased Member/Agent’s identification card;
(c)
One (1) copy of the deceased Member/Agent’s death certificate;
(d)
One (1) copy of the List of Beneficiaries (certified true copy by
the Registrar of the Court); and
(e)
One (1) copy of the Court of the List of Assets (certified true
copy by the Registrar of the Court).
7.3.
Upon successful verification of the documents listed in Clause
7.2 above, the deceased Member/Agent account (including all accrued points and associated
benefits) shall be transferred to the legal beneficiary.
7.4.
Following the transfer of the deceased Member/Agent account to
the legal beneficiary, the said legal beneficiary retains the right to maintain
and continue the obligations associated
with the deceased Member/Agent’s account, thereby retaining all accrued points
and associated benefits, or alternatively, elect to terminate the account by issuing
a written notice to the Company.
7.5.
In the event of account termination upon demise of Member/Agent,
all accrued points and benefits associated with the account shall be forfeited.
8. Miscellaneous
1.
2.
3.
4.
5.
6.
7.
8.
8.1.
Entire Agreement. This Agreement, including all schedules and attachments
hereto, constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior and contemporaneous
agreements and understandings, whether written or oral.
8.2.
Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of Malaysia.
8.3.
Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns. In
the event of the Member/Agent's demise, the obligation, liabilities, and duties
owed to the Company will be borne by the Member/Agent's lawful successors,
heirs, and/or assigns.
8.4.
Independent Contractor. This Agreement or anything herein
contained shall not be construed as creating a partnership or joint venture.
Each party will be responsible only for its obligations under this Agreement
and neither party shall be authorised to represent or bind the other to third
parties.
