WONDER 7 GLOBAL SDN.BHD.
TERMS & CONDITIONS
THIS AGREEMENT is made between YOU (“you” or “the Distributor”) and WONDER 7 GLOBAL SDN. BHD. (1255171-V) (“Company“). It comes into force at the moment when you check the box, to confirm that you have read, understood, and accepted the terms of it.
The Distributor must be over eighteen years of age and must ensure that his/her details, as provided to the Company on registration or at any time subsequently, are correct, complete, and up to date.
2. Independent Distributor
1. Distributor agrees that she/he is an Independent Distributor and not an employee nor agent nor partner of the Company and has no authority to bind the Company contractually nor to incur any liability on behalf of the Company.
1.Distributor agrees that she/he shall be responsible for compliance with all matters associated with the status of a self-employed individual including payment of all tax, pension, insurance contributions, or other business expenses and shall possess all licenses, permits, insurance, and or registrations at her/his cost for conducting the Company’s business or activities.
3. Distributor Discount
The Distributor is entitled to a discount on the Company’s recommended retail prices for its products. Details of the discount structure and entitlement in force from time to time can be found on Company’s WhatsApp chat group.
4. Ordering Products
The Distributor’s orders for the Company’s products must be placed in accordance with procedures established by the Company. Details of the procedures in force from time to time, as well as product prices, delivery details, and carrier charges, can all be found on Company’s WhatsApp chat group. The Company will confirm receipt of orders submitted by the Distributor. However, each order remains subject to acceptance by the Company, which only takes place when an invoice is issued to the Distributor for the products in question, at which point the purchase contract is made.
5. Electronic Communications
The Distributor expressly authorizes the Company to issue communications and invoices electronically and agrees that they will satisfy any legal requirements that such communications or invoices be in writing.
6. Payment for Products
The company’s invoices are payable by the Distributor immediately upon which they are issued. In the event of non-payment Company reserves the right to withhold any further deliveries.
7. Conflict of Interest
Distributor warrants to Company that it does not currently represent or promote any lines or products that compete with the Products. During the term of this Agreement, Distributor shall not represent, promote or otherwise try to sell within the Territory any lines or products that, in Company’s judgment, compete with the Products covered by this Agreement. Distributor shall provide Company with a list of the companies and products that it currently represents and shall notify Company in writing of any new companies and products at such time as its promotion of those new companies and products commence.
- a) Indemnification by Distributor.Distributor shall indemnify and hold Company free and harmless from any and all claims, damages, or lawsuits (including attorneys’ fees) arising out of intentional or negligent acts or omissions by Distributor, its employees, or agents.
- b) Indemnification by Company. Company shall indemnify and hold Distributor free and harmless for any and all claims, damages, or lawsuits (including attorneys’ fees) arising out of defects in the Products caused by Company.
9. Software invention, digital or print advertisement, and scenario creation
Distributor may at its own cost and expense construct special software or video scenarios (“Custom Software and Video Scenarios”) for use and sale with the Products. The Company must review and approve all Custom Software and Video Scenarios. The Distributor shall be allowed to sell the Custom Software and Video Scenarios royalty-free. However, the Company reserves the right to charge a reasonable royalty in future distributor agreements or renewals.
10. Product Availability
The company shall use its best efforts in filling orders submitted by the Distributor in a reasonable and timely fashion. Company shall immediately notify Distributor of any known or anticipated delays in filling new or previously entered orders and the estimated duration of any delays so that Distributor may fairly represent this information to existing or potential customers. Under no circumstances shall Company be responsible to Distributor or anyone else for its failure to fill accepted orders, or for its delay in filling accepted orders, when such failure or delay is due to strike, accident, labor trouble, acts of nature, freight embargo, war, civil disturbance, vendor problems, or any cause beyond Company’s reasonable control.
11. Product Samples
It is not the policy of the Company to provide or loan Product Samples to its Distributors. However, in the exceptional case where a Product Sample is provided or loaned to a Distributor, the following language shall apply: Any Product Samples of the Products provided by the Company to the Distributor shall remain the property of the Company. Distributor shall have full responsibility of keeping each Product Sample in proper condition during the entire time the Product Sample is in the possession of Distributor. Upon written notice from Company, Distributor shall, within thirty (7) days, arrange for return of each Product Sample to Company in good condition less reasonable wear and tear.
12. Additional Responsibilities of Distributor
- a) Not later than the 15th day of every month, Distributor shall provide Company with a three (2) month rolling forecast of orders showing Products requested.
- b) Expense of Doing Business. The distributor shall bear the entire cost and expense of conducting its business in accordance with the terms of this Agreement.
- Distributor shall provide itself with, and be solely responsible for:
- such facilities, employees, and business organization, and
- such permits, licenses, and other forms of clearance from governmental or regulatory agencies, if any, as are necessary for the conduct of Distributor’s business operations in accordance with this Agreement.
- d) Promotion of the Products.Distributor shall, at its own expense, vigorously promote the sale of and stimulate demand for the Products within the Territory by direct solicitation. In no event shall Distributor make any representation, guarantee, or warranty concerning the Products except as expressly authorized by Company.
- e) Customer Service.Distributor shall diligently assist customers’ personnel in using the Products and shall perform such additional customer services as good salesmanship requires and as Company may reasonably request.
- f) Advising of Changes.Distributor shall promptly advise Company of any changes in Distributor’s status, organization, personnel, and similar matters; any changes in the key personnel, organization, and status of any major customers of Company in the Territory; and any political, financial, legislative, industrial, or other events in the Territory that could affect the mutual business interests of Distributor and Company, whether harmful or beneficial.
- g) Books and Records.Distributor shall maintain and make available to Company accurate books, records, and accounts relating to the business of Distributor with respect to the Products. Distributor shall also maintain a record of any customer complaints regarding either the Products or Company and immediately forward to Company the information regarding those complaints.
13. Data Protection
Distributor expressly consents to his/her personal details being held and processed (including processing by automatic means) by the Company and its authorized third parties, for the purpose of serving the Distributor as the Company’s Representative, including satisfying orders for the Company products, as well as for the purposes of direct marketing, promotions, incentives, business updates, the collection of statistical information, credit checking, fraud prevention, and debt collection.
If any provision of this Distributor Agreement shall be unlawful, void, or for any reason unenforceable, the invalidity of that provision will not affect the validity and enforceability of the remaining provisions.
The failure of the Company to take any action in respect of a breach of any of the provisions of this Distributor Agreement shall not constitute a waiver of their enforceability and the Company at all times reserves its rights in respect of the provisions of this Distributor Agreement.
Company reserves the right to amend the terms and conditions herein, including Company’s policies, procedures, or guidelines at any time by giving the Distributor written notice to the Distributor’s address on record. If Distributor has signed up to conduct her/his activities online or has provided Company with an email address, Distributor expressly authorizes Company to issue communications and invoices electronically, by email to the Distributor or by posting messages or notices on Company’s WhatsApp chat group, and any such communication shall be deemed appropriate as written notic
In addition to any statutory right which the Distributor may have to withdraw from this Agreement, this Agreement may be terminated at any time by either party giving written notice of termination to the other party.
This Agreement has been drawn up in English. In case of discrepancies between the texts in different languages, the English language text shall prevail.
17. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with Malaysian law and any disputes will be decided only by the Malaysian courts.