Goobat Kawan Terms & Condition
Goobat Kawan Terms & Conditions
- The RM agrees to perform the duties and responsibilities on marketing duties and such other incidental duties and responsibilities as may be required by Goobat and assigned to the RM from time to time (“the Services”).
- The RM agrees that Goobat may change or amend the Services performed by the RM, at any time, at the sole discretion of Goobat, and that such change shall not affect the validity or enforceability of this Agreement.
- The RM agrees that the performance of the Services under this Agreement shall be subject to all Goobat policies, procedures and rules in effect at the time, as may be amended by Goobat at its sole discretion from time to time.
- The RM agrees to attend all meetings and trainings conducted by Goobat and/or any such event that Goobat deems necessary which includes events and trainings conducted by Goobat’s business partner(s) and/or principal(s) and/or affiliate(s).
- The RM understands and acknowledges that he/she is solely and exclusively a RM of Goobat and nothing in this Agreement or otherwise will be construed to imply that he/she is an employee, agent, partner, or joint venture with Goobat.
- The RM understands and acknowledges that he/she is solely and exclusively responsible to arrange for the necessary documents for Goobat to verify and proceed with the services.
- The RM is not authorized to sign any document(s) using the letterhead of Goobat and/or Goobat’s business partner(s) and/or principal(s) and/or affiliate(s) unless is for the purpose of acting as a witness or as servicing RM.
- Goobat is in no way held or being held responsible or liable for the RM’s act(s), default(s), negligence(s), omission(s), representation(s) or whatsoever liabilities and warranties. In case that Goobat will be held responsible or liable, the RM will indemnify Goobat in total.
- Exclusive Service and Conflict of Interest
- The RM shall not engage in any other business duties, activities or employment which directly or indirectly competes or conflicts with the business(es) or activities of Goobat, during the term of this Agreement.
- The RM further agrees to serve the best interest of Goobat all times truthfully and faithfully during the terms of this Agreement.
- The RM shall not have any direct/indirect or any other forms of communication(s) and dealings deemed to be inappropriate by Goobat with any other Goobat’s RMs, partners, principals, agency(ies), agents, associates, clients, members or any party other than Goobat without written consent of Goobat during the period of this Agreement or five (5) years thereafter for the purpose of the Services specified in this Agreement.
Confidential information, Non-Competition / Solicitation and Intellectual Property
- The RM acknowledges that pursuant to the terms and conditions of this Agreement and during the term of his/her appointment, he/she will acquire information of confidential nature relating to the business(es) of Goobat, including without limitation: any trade secrets or confidential information relating to or belonging to Goobat or any of its associated companies including but not limited to any such information relating to customers, customer lists or requirements, price lists or price list structures, marketing and information, business plans or dealings, employees or officers, financial information and plans, designs, formula, product lines, prototypes, services, research activities, source codes and computer systems, software, any document marked “Confidential” (or with a similar expression), or any information which has been related to the RM in confidence or which might reasonably be expected by the RM to be regarded by Goobat as confidential, or any information which had been given to Goobat or any associated company in confidence by its customers, suppliers or other persons (hereinafter collectively referred to as “Confidential Information”), which is the exclusive property/right of Goobat and which, if disclosed, could cause irreparable damage(s) to Goobat, Goobat’s affiliated businesses and subsidiaries, its partner(s), principal(s), agent(s), associate(s), clients and/or members.
- The RM agrees and undertakes that during the term of this Agreement, and following the termination the Agreement for any reason, the RM shall:
- treat all Confidential Information confidential and protect the Confidential Information against direct or indirect disclosure; and/or
- shall not use or directly or indirectly disclose the Confidential Information to any third party, except for the purpose of carrying out work as a RM under this Agreement or as may be required to be disclosed by law.
- Unless disclosed in writing prior to this Agreement, the RM further agrees and undertakes that he/she shall not, either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate, joint venture, company, corporation, principal, agent, shareholder, employee, associate or trustee or another RM:
- during the term of this Agreement and for a period of five (3) years from the date of termination of this Agreement for any reason compete with Goobat in respect of similar business(es) anywhere in countries that Goobat has offices, representatives, principals, partners, agencies, associates, RMs, clients and/or members; and
- during the term of this Agreement and for a period of five (3) years from the date of termination of this Agreement for any reason:
- solicit, entice or attempt to solicit or entice, either directly or indirectly, any partnership, dealership or brokerage house, or any representative thereof, or any former, present or prospective client of Goobat, to cease being a dealership, broker, or client of Goobat, without the express written approval of Goobat; and/or
- solicit, entice, or attempt to solicit or entice, either directly or indirectly, any present or former employee, associate or other RMs of Goobat, without the express written approval of Goobat; and/or
- solicit, entice, or attempt to solicit or entice, either directly or indirectly, any present or former business partner or principal or agency of Goobat, without the express written approval of Goobat;
- The RM further acknowledges and agrees that during the term of this Agreement, he/she will acquire Goobat property which is and shall remain the exclusive property of Goobat. Upon termination of this Agreement for any reason, the RM will deliver to Goobat any and all property belonging to Goobat or its clients, including, without limitation, any devices, records, data, notes, reports, proposals, client lists correspondence, materials, equipment or other documents or property, and any copies or reproductions thereof, which may have come into the RMs possession during the term of this Agreement.
- The RM acknowledges and agrees that Goobat will suffer irreparable damages and losses in event he/she breaches any of his/her obligations under this clause, and that monetary damages would be impossible to quantify and inadequate to compensate Goobat for such a breach. Accordingly, the RM agrees that in the event of a breach or a threatened breach by him/her of any of the provisions of this clause, Goobat shall be entitled to obtain, in addition to any other rights, remedies or damages available to Goobat at law or in equity, an interim and permanent injunction, without having to prove damages, in order to prevent or restrain any such breach or threatened breach by the RM, or by any or all of the RM’s partners, employers, employees, servants, agents, representatives and any other persons directly or indirectly acting for or on behalf of or with the RM, and that Goobat shall be entitled to all of its costs and expenses incurred in obtaining such relief including reasonable solicitor and client legal cost and disbursements. Furthermore, the RM acknowledges and agrees that Goobat is entitled to liquidated damages in the amount of RM50,000 if he/she is in breach of any obligations as set out in Clauses 3 or 4 of this Agreement. The RM explicitly acknowledges and agrees that the liquidated damages are a best pre-estimate of Goobat’s loss in the event of the RM’s breach of his/her obligations and do not constitute penalties and are in addition to all other rights of Goobat.
- The RM hereby agrees that all restrictions contained in this clause are reasonable and valid and hereby waives any and all defences to the strict enforcement thereof by Goobat. The provisions of this clause shall remain in full force and effect notwithstanding the termination of the Agreement for any reason.
Representations and Warranties
The RM represents, warrants, and undertakes as follows, which representations, warranties and undertakings shall be deemed to be repeated on each date that the RM introduces a client or member to Goobat and/or Goobat’s principals acting on behalf of Goobat and which shall continue until resignation or termination of this Agreement:-
- that the RM has the legal capacity and legal authority to enter into and perform this Agreement as well as the transactions contemplated therein and by entering into this Agreement the RM hereto is fully aware that he is not acting in breach or contravention of any laws, regulations, provisions and requirements of any relevant jurisdictions, regulators or organizations applicable to the RM as well as any order or judgment of any court or contracts/agreements of which the RM may be bound to;
- that all governmental and other consents, permissions and/or licenses under any law, regulations, provisions and requirements of any relevant jurisdictions, regulators or organizations that are required to have been obtained by the RM with respect to this Agreement and the transactions contemplated hereby and thereby have been obtained and are in full force and effect and all conditions of any such consented permissions and/or licenses have been complied with;
- that the RM complies with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption;
- to promptly report to Goobat any request or demand for any undue financial or other advantage of any kind received by the RM in connection with the performance of this Agreement; and
- to promptly report to Goobat any request or demand from a third party to facilitate the evasion of tax or any suspected tax evasion offences or facilitation of tax evasion offences, whether under Malaysian law or under the law of any foreign country, in connection with the performance of this Agreement.
Independent Contractor Status
This Agreement shall not be construed to create a partnership, joint venture, employment, or agency relationship between the Parties. Neither Party shall be liable for any of the debts or obligations of the other Party, and neither Party shall have the right to bind, make any representations or warranties, accept service of process, or perform any act for or on behalf of the other Party, except as otherwise expressly provided herein. The RM shall not, without Goobat’s prior written consent, make or give any representations, warranties or other promises concerning Goobat. Each Party acknowledges that it is an independent entity and is not subject to the control of the other Party except as otherwise expressly provided herein.
This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the RM shall be fully responsible for and shall indemnify Goobat for and in respect of:
- any income tax and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the services, where the recovery is not prohibited by law. The RM shall further indemnify Goobat against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Goobat in connection with or in consequence of any such liability, deduction, contribution, assessment or claim:
- any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the RM against Goobat arising out of or in connection with the provision of the Services.
Goobat may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the RM.
If any provision or clause of this Agreement is held to be void, invalid or unenforceable, then such provision/clause shall (so far as it is void invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating the rest of the remaining provision of this Agreement which shall remain in full force.
Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities
The RM hereby affirms acknowledges that he/she will perform the necessary due diligence on the members or clients and that the client’s funds for participation with Goobat and/or its principals through the recommendation, referral or introduction by the RM are derived from lawful sources and not from unlawful activities and complies with all applicable laws, regulations, codes and sanctions relating to anti-bribery, anti-corruption, anti-money laundering or any other similar laws and regulations.
Termination of Appointment
Goobat reserves the right to terminate this Agreement and the appointment at any time without notice for just cause. For clarity, just cause shall include, but not limited to the inability of the RM to successfully perform the Services as set out in this Agreement, breached any of his/her obligations in this Agreement or in cases of serious and willful misconduct. Effective immediately upon the date of such termination, the RM shall refrain from any representation(s) whatsoever that the RM is affiliated with Goobat, Goobat’s business partner(s) and/or principal(s) and/or affiliate(s). RM must immediately return to Goobat all name/business cards and other materials belonging to Goobat and/or concerning Goobat business(es). Termination is without prejudice to any claims or liabilities accrued as a result of the RM's act(s), default(s), negligence(s), omission(s), representation(s) or whatsoever or any act(s), liabilities and/or warranties prior to such termination.
Personal Data Protection
By entering into this Agreement, the RM hereby agrees and acknowledges that the Goobat and its related companies and or associates shall collect, obtain, store and process the RMs personal data provided to Goobat for the purpose of this Agreement and any transactions contemplated thereby. The RM hereby consents and approved that Goobat:-
- stores and processes the RMs personal data;
- discloses the RMs personal data to the relevant governmental authorities, courts or any other third parties where required by law or for any other legal purposes;
- discloses the RMs personal data to any associates and or subsidiaries of Goobat, even outside of the jurisdiction of the RM, as the case may be, or to Goobat’s professional advisers where such disclosure is for a purpose related to the operation of this Agreement; For the purpose of updating or correcting such personal data, the RM may at any time apply to Goobat to have access to his/her personal data which are stored by Goobat; and
- discloses the RMs personal data to any tax authority to the extent reasonably required for the purposes of the tax affairs of Goobat concerned or any of its associates and/or subsidiaries.
Governing Law and Jurisdiction
This Agreement and any dispute arising out of it or in connection with it will be governed by the laws of Malaysia. The RM acknowledges and agrees to submit any dispute in connection with this Agreement to the exclusive jurisdiction of the Malaysia courts and further acknowledges and agrees that Goobat has the right to submit any dispute in connection to this Agreement to the jurisdiction of the Malaysia courts or to the jurisdiction where the RM is residing. The parties hereby represent and warrant to the other party that they have the legal capacity to enter into this Agreement and by entering into this Agreement the parties hereto are fully aware that they are not acting in breach or contravention of any laws or contracts of which they are bound to.
Neither Party shall be liable for any delay in performance or failure to perform any obligation under this Agreement to the extent such delay is due to causes beyond its control and is without its fault or negligence including, but not limited to, natural disasters, governmental regulations or orders, civil disturbance, war conditions, acts of terrorism or strikes, lock-outs or other labor disputes (a “Force Majeure Condition”). The performance of any obligation suspended due to a Force Majeure Condition will resume as soon as reasonably possible as and when such Force Majeure Condition subsides.
- If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
- This Agreement is personal to the Parties and the RM shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent by Goobat.
- The RM agrees and acknowledges that this Agreement shall not operate to grant, assign or transfer to him/her any intellectual property rights in relation to any material, research or documents supplied by the Goobat together with any goodwill in the same. The RM hereby assigns to Goobat all existing and future intellectual property rights in the works and the inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this Agreement, the RM holds legal title in these rights and inventions on trust for Goobat.
- This Agreement, inclusive of any Schedules thereto, constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
- No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
- Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing, addressed to that Party at its registered office or such other address as that Party may have specified to the other party in writing, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, fax or email.
- No one other than a Party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
Limitation of Liability
Under no circumstances will Goobat be liable for indirect, incidental, consequential, special or exemplary damages arising from any provision of this Agreement. Without limiting the foregoing, Goobat’s aggregate liability arising with respect to this Agreement will not exceed the total fee paid or payable to the RM, under this Agreement.
- Goobat agrees to pay to the RM a remuneration of a commission fee as set out in the individual schedule for each transaction and the RM agrees that Goobat has the right to amend or change the remuneration at the sole discretion of Goobat, and that such change shall not affect the validity or enforceability of this Agreement.
- This table of remuneration sets out the remuneration structure applicable to various products and services based on the position held. The remuneration shall be paid only upon successful completed transaction for the products and services sold.
- The remuneration shall be calculated in appendix A.
- Goobat shall only make remuneration payment after completed transaction(s) and full payment received by Goobat.
- The remuneration shall be paid in Ringgit Malaysia (RM) or other designated currency decided by Goobat, unless otherwise stated, on the agreed and regular basis upon successful completion of contracts and upon full payment received from the client(s). The agreed remuneration to be paid for any successful transaction will be in accordance with product(s) sold as stipulated in attached Schedule(s).
- The RM shall be responsible for his/her tax payable and any other statutory payments imposed by the government from time to time.
- No remuneration shall be payable in the event a Client withdraws/cancels any transaction within any applicable cooling off period or moratorium period (if any) and any such remuneration paid shall be refunded to Goobat.
- Goobat shall at no time be liable for RM remuneration due if clients for any reason(s) fails or neglects to make payment of remuneration due.
- The RM agrees that any remuneration to be paid is subjected to the principal paying the relevant remuneration to Goobat. In the event the principal fails to pay the remuneration to Goobat for whatsoever reason, Goobat shall not be liable to pay the RM the remuneration, provided that Goobat furnishes to the RM documentary evidence of the principal’s failure or refusal to pay thereof.
- Remuneration, bonus and any other payables in respect of executed contracts will not be paid to the RM if the appointment is terminated pursuant to Clause 2, 3 and 4.
- Remuneration will be paid to RM on 5th of every calendar month subjected to payment received from the point of sales.
- Goobat reserves the right to withhold payment of any of the remuneration and/or fees relating to any transaction which has not been finalized, or if there is any amount owing to Goobat under this Agreement.
- Goobat reserves the absolute right to amend or change, modify or cancel the remuneration, bonus and remuneration structure at its sole discretion and that such change shall not affect the validity or enforceability of the Agreement.
- In the event of the death of the RM, subject to the production of a valid grant of probate or letter of administration obtain from any court and/or authorities to Goobat, Goobat shall pay the outstanding remuneration to the estate of the RM and the sum being determined by Goobat for a period of three months thereon calculated from the date of the death certificate.
Business Performance Standard
- The RM understands and acknowledges that he/she has to maintain a minimum business performance standard as stated in each schedule and provided to the RM from time to time based on the position held on per quarterly and per annum basis.
- The RM understands and agrees that all remuneration, bonus and any other payable in respect of executed contracts will not be paid to the RM if the RM fails to maintain the minimum business performance standard.
- The RM acknowledges and agrees that Goobat reserves the absolute right to amend or change the minimum business performance standard at its sole discretion and that such change shall not affect the validity or enforceability of this Agreement.