s GK-Sponsor Service Agreement

Sponsor Service Agreement

Sponsor Service Agreement
TERMS AND CONDITIONS


Welcome to the GOODKREDIT website. These Terms and Conditions govern your access of the GOODKREDIT APP and use of the E-Vouchers system, as defined hereunder. All references under these Terms and Conditions to “GOODKREDIT”, “the COMPANY”, “we,” “us,” or “our” shall refer to FORTUNE TREE CAPITAL SDN BHD and its related entities. By accessing the GOODKREDIT APP and/or using the E-Vouchers system, you, the SPONSOR, agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, please do not access and/or use the GOODKREDIT APP and/or the E-Vouchers system and/or the Services, as defined hereunder.

This AGREEMENT is made BY and BETWEEN

FORTUNE TREE CAPITAL SDN BHD (Company No. 1202833-M), a private company limited by shares duly incorporated in Malaysia under the Companies Act 1965 and having its registered office at Suite D23, 2nd Floor, Plaza Pekeliling, No. 2 Jalan Tun Razak, 50400 Kuala Lumpur (hereinafter referred to as “the COMPANY”) of the first part;

AND


You are hereinafter referred to as the “SPONSOR”

WHEREAS:-


  1. GOODAPPS INC., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines has developed and is the owner of a mobile application for electronic vouchers and/or purchase orders (“E-Vouchers”) including a monitoring mechanism for the transfer and use of the said electronic vouchers (hereinafter collectively referred to as the “GOODKREDIT APP”).

  2. GOODAPPS has authorized and licensed the COMPANY to use the trademark associated with the GOODKREDIT APP for the purposes of enabling the COMPANY to establish, market, and operate the GOODKREDIT APP as a business in Malaysia.

  3. The SPONSOR is interested of using the E-Vouchers system via the GOODKREDIT APP to form part of his/her/its business ventures and/or services

  4. The SPONSOR desires to engage the COMPANY as an independent contractor to enable the SPONSOR to utilize the E-Voucher system via the GOODKREDIT APP and the COMPANY agrees to be engaged by the SPONSOR, pursuant to the terms and conditions set forth herein.


NOW THEREFORE and in consideration of the above premises and of the mutual covenants hereinafter set forth, the SPONSOR and the COMPANY do hereby agree as follows:-

  1. The COMPANY agrees to make available to the SPONSOR the use of its E-Voucher system via the GOODKREDIT APP, inclusive of the following services:-

    1. generation of any of the following types of E-Vouchers via the GOODKREDIT APP as may be requested by the SPONSOR and embedded with terms of use and other restrictions:-

      1. Postpaid E-Voucher – such number and denominations as required by the SPONSOR with a total value equivalent to the security deposit tendered by the SPONSOR; and

      2. Prepaid E-Voucher – such number and denominations as required by the SPONSOR with a total value equivalent to the purchase price tendered by the SPONSOR.

    2. provision of an E-Voucher account update and movement report in electronic form, if applicable;

    3. engagement of merchants which will allow the use of the E-Voucher system via the GOODKREDIT APP for the purchase of the merchant’s goods and/or services; and

    4. system settlement of monetary obligations to merchants for the use of the E-Voucher system via the GOODKREDIT APP issued to the SPONSOR.

  2. (hereinafter collectively referred to as “the Services”)

  3. PROVISIONS GOVERNING POSTPAID E-VOUCHERS ONLY

    • 2.1.Term:- This Agreement shall be understood to have an initial period of one (1) year from the date of this Agreement, at the expiry of which this Agreement shall automatically lapse and be of no further effect. The parties may renew this Agreement by giving written notice to the other party of its intent to renew. There shall be a thirty (30)-day holdover period after the expiry of this Agreement for the parties to negotiate the terms and conditions for the renewal of this Agreement and during this holdover period, the existing terms and conditions of this Agreement shall continue to be effective and in full force. In the event that no new agreement is entered into by the parties after the holdover period, then this Agreement shall be deemed to be automatically renewed for a further period of one (1) year and the terms and conditions of this Agreement shall be binding upon both parties.

    • 2.2.Consideration:- In consideration of the Services to be rendered by the COMPANY to the SPONSOR during the term of this Agreement, the SPONSOR shall pay to the COMPANY the following amounts:-

      1. Security Deposit:- In the amount as indicated in the application form in accordance with to Section 2.3 hereof;

      2. Selling Price:- Equivalent to the amount of the goods purchased from relevant merchants using the E-Voucher system via the GOODKREDIT APP issued to the SPONSOR, subject to Section 2.4 hereof; and

      3. Service Fee:- In the amount of two percent (2%) of the postpaid E-Vouchers released via the GOODKREDIT APP, net of applicable taxes, subject to Section 2.5 hereof.

    • 2.3.Security Deposit:- The SPONSOR shall tender and deliver to the COMPANY the Security Deposit in the amount as indicated in the application form upon the execution of this Agreement. This Security Deposit shall serve as security for the full and faithful performance of each and every term, provision, covenant and condition of this Agreement. The COMPANY shall not be required to keep the Security Deposit apart from its general funds and the SPONSOR shall not be entitled to interest on the said Security Deposit. The Security Deposit shall remain intact during the entire term of this Agreement and shall not be applied as payment towards any monetary obligations of the SPONSOR herein unless the COMPANY consents. The Security Deposit shall be refunded to the SPONSOR, without interest, within thirty (30) days from the expiration of this Agreement and after the SPONSOR shall have completely and satisfactorily settled all their obligations to the COMPANY and after subtracting therefrom any amounts the SPONSOR may have owed to the COMPANY.

    • 2.4.Installment Period:- The SPONSOR undertakes to pay for the goods and/or services purchased by any person using the E-Voucher system via the GOODKREDIT APP generated by the COMPANY for the SPONSOR. The Selling Price shall be due for payment within such installment period chosen by the SPONSOR from the duration options set-out in ANNEX “A” of this Agreement.

    • 2.5.Default:- Failure of the SPONSOR to fully settle its payment obligations as provided in this Section and ANNEX “A” hereof shall grant the COMPANY the following rights exercisable at the sole discretion of the COMPANY:-

      1. to declare and demand the remaining outstanding and unpaid installment/s immediately due and payable;

      2. to impose penalty interest equivalent to the prevailing interest rates for bank loans during period of default and surcharge of five percent (5%) based on the amount due for every fifteen (15) days of delay;

      3. to initiate legal action against the SPONSOR to recover the outstanding amount including payment of attorney’s fees, collection costs, and costs of legal proceedings;

      4. to forfeit absolutely the Security Deposit towards settlement of the outstanding obligations of the SPONSOR; and/or

      5. to require the SPONSOR to put up additional Security Deposit to cover the unsettled accountabilities of the SPONSOR in such amounts to be determined at the absolute discretion of the COMPANY.


  4. PROVISIONS GOVERNING PREPAID E-VOUCHERS ONLY

    • 3.1.Term:- This Agreement shall take effect upon the payment by the SPONSOR of the purchase price and shall expire upon the delivery by the COMPANY of the requisite prepaid E-Vouchers via the GOODKREDIT APP. Notwithstanding the foregoing, the parties may agree to be bound by this Agreement for as long as the SPONSOR should wish to utilize the Services offered by the COMPANY via the GOODKREDIT APP and continues to pay the corresponding purchase prices.

    • 3.2.Consideration:- In consideration of the Services to be rendered by the COMPANY to the SPONSOR via the GOODKREDIT APP pursuant to this Agreement, the SPONSOR shall pay to the COMPANY the following amounts:-

      1. Purchase Price:- Equivalent to the value of the total number of denominated E-Vouchers requested by the SPONSOR to be generated, payable immediately upon request by the SPONSOR; and

      2. Service Fee:- In the amount of one half percent (0.5%) of the released E-Voucher amount, net of applicable taxes, payable upon the delivery of the requisite prepaid E-Vouchers as requested by the SPONSOR via the GOODKREDIT APP.


  5. It is hereby agreed between the parties that the COMPANY will retain the exclusive right to determine the methods and means to be employed to perform the Services contracted for under this Agreement. The COMPANY is not required to follow any particular routine or schedule, or to perform Services at any particular place or to report to work or be available to perform Services at any particular time.

  6. Each party will retain all rights, title, and ownership of its own Pre-existing Property. As used in this Agreement, “Pre-existing Property” means any copyrights, trademarks, patents, inventions, reports, documents, template, studies, software programs in both source code and object code, specifications, business methods, tools, methodologies, and know-how, existing prior to this Agreement or developed outside the scope of this Agreement.

  7. In the performance of the Services under this Agreement, the parties shall be considered independent contractors and not an employee of each other’s business. The SPONSOR shall have no right to bind the COMPANY, transact any business in the name of the COMPANY or on its behalf in any matter, or make any promises or representations on behalf of the COMPANY. The SPONSOR shall not hold himself/itself out to be an agent or employee of the COMPANY. No relationship of employer-employee, principal-agent, lessor-lessee, partnership or joint venture is created by this Agreement, and SPONSOR shall not have any claim under this Agreement as third-party beneficiary, employee or otherwise against the COMPANY for any benefits provided to employees, including but not limited to vacation pay, sick leave, retirement benefits or other employment benefits of any kind. In all matters relating to this Agreement, each party hereto shall be solely responsible for the acts of its employees and agents, and employees or agents of one party shall not be considered employees or agents of the other party.

  8. The SPONSOR agrees that in the performance of the Services under this Agreement, the SPONSOR will, both during and after the term of this Agreement, treat the following as proprietary to the COMPANY and confidential:-

    1. any information provided to the SPONSOR by the COMPANY or a client of the COMPANY in connection with the performance of the Services hereunder; and

    2. any and all information developed by the COMPANY, at the request of its client, which is designated as confidential (collectively the "Confidential Information"). The SPONSOR shall use such Confidential Information solely and exclusively in connection with the performance of the Services contracted for under this Agreement. Further, the SPONSOR will not disclose any such Confidential Information to any unauthorized party for any reason or purpose whatsoever without the prior written consent of the COMPANY, unless the SPONSOR is legally required to disclose such information by law or in connection with any litigation or other legal proceeding, provided however, that the SPONSOR will immediately notify the COMPANY of any possibility that disclosure of Confidential Information may be required in connection with any such legal proceeding.

  9. It is mutually understood and agreed between the parties herein that should anyone of the parties breach the terms of this Agreement, or should any party unreasonably fail or refuse to perform its obligations in such a manner consistent with the achievement of the result herein contracted, the aggrieved party shall have the right at its option to cancel this Agreement immediately upon giving the other party notice in writing, or to compel the other party to fulfill its obligations under this Agreement and pay all direct or indirect damages for the delay.

    • 8.1. Further, the COMPANY may immediately cancel this Agreement upon occurrence of any or all of the following:-

      1. death of the SPONSOR or any change in the ownership or control of the SPONSOR;

      2. any voluntary or judicial declaration of bankruptcy or insolvency of the SPONSOR;

      3. any non-payment by the SPONSOR of the monetary obligations specified under Clause 2 and/or Clause 3 hereof.


  10. If either party breaches any provision of this Agreement and if such breach is not cured within thirty (30) days after receiving written or electronic notice from the other party specifying such breach in reasonable detail, the non-breaching party shall have the right to terminate this Agreement by giving written or electronic notice thereof to the party in breach, which termination shall go into effect immediately on receipt.

  11. In the event that this Agreement is terminated whether for cause or for whatsoever reason, the SPONSOR shall provide access to and surrender its account to the COMPANY.

  12. The parties hereby agree that the COMPANY shall have no obligations whatsoever to assist or facilitate the collection or recovery of any monies or payments due to the SPONSOR from its customers or subscribers or clients utilizing the E-Voucher system via the GOODKREDIT APP and the SPONSOR hereby agrees and confirms that it shall hold the COMPANY blameless in the event of any non-payment or default on the part of its customers or subscribers or clients who have utilized the E-Voucher system via the GOODKREDIT APP.

  13. Both parties shall indemnify the other party, as well as defend, and hold the other party harmless from and against any and all claims, actions, suits, demands, assessments, or judgments asserted, and any and all losses, liabilities, damages, costs, and expenses (including, without limitation, attorney’s fees, accounting fees, and investigation costs to the extent permitted by law) alleged or incurred arising out of or relating to any operations, acts, or omissions of the indemnifying party or any of its employees, agents, and invitees in the exercise of the indemnifying party's rights or the performance or observance of the indemnifying party's obligations under this agreement.

  14. This Agreement shall continue to be in full force and effect for as long as the parties faithfully comply with their respective undertakings herein. Either party may terminate this Agreement by giving the other party a ninety (90) – day prior written notice.

  15. MISCELLANEOUS PROVISIONS

    1. Governing Laws. This Agreement is governed by and is to be construed in accordance with the laws of Malaysia. The parties agree that any action arising from or in connection with this Agreement shall be filed only before the Courts of Malaysia, to the exclusion of all other Courts.

    2. General Compliance with Laws. The SPONSOR warrants and agrees that he/she/it has complied and will comply with all applicable laws. SPONSOR agrees to indemnify the COMPANY and hold the COMPANY harmless from any claims, losses, damages, costs and legal expenses (including but not limited to solicitors’ fees), resulting from SPONSOR’s failure to comply with the foregoing, and in the event of such failure, the COMPANY may immediately cancel this Agreement, in addition to all other rights and remedies the COMPANY may have pursuant to this Agreement or otherwise in law or in equity.

    3. Disclaimers. Except as expressly stated in this Agreement, the COMPANY expressly disclaims and negates any implied or express warranty of merchantability, any implied or express warranty of fitness for a particular purpose, and any implied or express warranty of conformity to models or samples of materials.

    4. Notices. Any notice that is required to be issued by one party to the other shall be issued and sent to each of the parties at their addresses as indicated herein.

    5. Severability. If any part, term or provision of this Agreement shall become invalid or unenforceable, the validity or enforceability of the remaining portions or provisions shall not be affected, and the rights and obligations of the Parties shall be construed as if this Agreement did not contain the particular invalid or unenforceable part, term or provision.

    6. Waivers. The waiver by either party of any breach of any term, covenant or condition contained herein shall not be deemed a waiver of any other breach of the same or any other term, covenant or condition hereof.

    7. Complete Agreement. This Agreement constitutes the complete agreement of the parties relating to the matters specified in this Agreement and supersedes all prior and contemporaneous representations or agreements with respect to such matters. No oral modifications or waiver of any of the provisions of this Agreement shall be binding on either party.


THE GOODKREDIT APP AND THE E-VOUCHERS SYSTEM AND THE SERVICES ARE MADE AVAILABLE BY THE COMPANY TO YOU THE SPONSOR AT THE COMPANY’S SOLE AND ABSOLUTE DISCRETION AND BY USING THE GOODKREDIT APP AND THE E-VOUCHERS SYSTEM AND THE SERVICES, INCLUDING BUT NOT LIMITED TO, PURCHASING ANY PRODUCTS AND/OR SERVICES ON THE GOODKREDIT APP, YOU UNCONDITIONALLY:-

  1. ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND FULLY UNDERSTOOD THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS;

  2. ACKNOWLEDGE, AGREE AND CONSENT TO THE COMPANY USING AND PROCESSING YOUR PERSONAL INFORMATION AND DATA IN ACCORDANCE WITH THE PERSONAL DATA PROTECTION ACT 2010.


YOU THE SPONSOR ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE ACCEPT BUTTON OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED IN THE GOODKREDIT APP TO SHOW THESE TERMS, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT. YOU WILL NOT BE PERMITTED TO USE THE GOODKREDIT APP AND THE ASSOCIATED GOODKREDIT APP SERVICES AND THE E-VOUCHER SYSTEM AND THE SERVICES AS A SPONSPOR UNLESS AND UNTIL YOU ACCEPT THIS AGREEMENT AND ANY OTHER RULES OR POLICIES THAT THE GOODKREDIT APP MAY CREATE AND MAKE AVAILABLE ON ITS WEBSITE FROM TIME TO TIME.

ANY PERSON THAT YOU ALLOW TO ACCESS THE GOODKREDIT APP USING YOUR ACCOUNT SHALL ALSO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT CONTINUE WITH THE REGISTRATION PROCESS AND DO NOT USE THE GOODKREDIT APP AND/OR THE E-VOUCHERS SYSTEM AND/OR THE SERVICES.