1. Definitions

   1.1 “Company” refers to DhuMall Sdn. Bhd.
   1.2 “Agent” refers to an individual or entity appointed by the Company to promote, market, and sell business services on behalf of the Company.
   1.3 “Services” refers to the portfolio of up to 800 business opportunities and services provided by the Company.
   1.4 “Commission” refers to the monetary compensation paid to the Agent for successfully selling the Services, as specified in this agreement.

2. Eligibility

   2.1 Applicants must complete the Business Agent Registration Form accurately and truthfully.
   2.2 Agents must possess valid identification and relevant business licenses, where applicable.

3. Approval Process

3.1 All applications are subject to review and approval by the Company.
3.2 Successful applicants will receive an official appointment letter confirming their role.
3.3 The Company appoints the Agent as a non-exclusive Business Services Agent to promote, market, and sell the Company’s Services.

4. Agent’s Responsibilities
   4.1 The Agent represents the Company professionally within the designated region.
   4.2 The Agent shall use best efforts to promote and sell the Services to prospective clients.
   4.3 The Agent shall provide accurate information about the Services and not make any unauthorized representations, warranties, or commitments on behalf of the Company.
   4.4 The Agent agrees to comply with all applicable laws, regulations, and guidelines governing the sale of the Services.
   4.5 The Agent is responsible for safeguarding all confidential information and materials related to the Company’s Services.
   4.6 The Agent shall report all sales, inquiries, and feedback from clients to the Company in the format and frequency prescribed by the Company.
   
   
5. Company’s Responsibilities
   5.1 The Company shall provide the Agent with access to marketing materials, product details, and sales support.
   5.2 The Company shall determine the pricing, availability, and any changes to the Services.
   5.3 The Company reserves the right to modify or discontinue any Service at its sole discretion, with prior notice to the Agent.
   5.4 The Company shall maintain records of all sales made through the Agent and shall pay the Agent’s commission as per the terms of this agreement.
   
   
6. Commission and Payment Terms
   6.1 The Agent is entitled to a commission for each successful sale of the Services, based on the commission structure communicated by the Company.
   6.2 A sale is deemed “successful” once the Company has received full payment for the Services.
   6.3 Commission payments will be made to the Agent on a monthly basis, within seven (7) days after the end of each calendar month.
   6.4 The Agent shall bear all bank charges associated with the payment transfer.
   6.5 The Company reserves the right to modify the commission structure with a [30]-day prior notice to the Agent.
   6.6 Any disputes regarding commission payments must be raised by the Agent within [14] days of receiving the payment.
   
   
7. Confidentiality and Non-Compete
   7.1 The Agent shall treat all information, including but not limited to pricing, business strategies, and customer data, as confidential.
   7.2 The confidentiality obligation shall survive the termination of this agreement for a period of [2] years.
   7.3 During their tenure, agents are prohibited from engaging in activities that directly compete with the Company.
   
   
8. Intellectual Property
   8.1 All intellectual property rights relating to the Company’s branding, trademarks, marketing materials, and Services shall remain the exclusive property of the Company.
   8.2 The Agent is granted a limited, non-exclusive, and non-transferable right to use the Company’s marketing materials strictly for the purpose of promoting and selling the Services.
   
   
9. Term and Termination
   9.1 This agreement shall remain in force until terminated by either party in accordance with this clause.
   9.2 Either party may terminate the agreement by providing [30] days’ written notice to the other party.
   9.3 The Company may terminate the agreement with immediate effect if the Agent:

• • Breaches any of the terms and conditions of this agreement;
  • Engages in fraudulent, unlawful, or unethical conduct; or
  • Fails to meet performance targets as set by the Company.

9.4 Upon termination, the Agent must return all Company property and materials in their possession immediately.

10. Relationship of Parties
    10.1 The relationship between the Company and the Agent is that of an independent contractor. Nothing in this agreement shall be construed to create an employment, partnership, or joint venture relationship between the parties.
    10.2 The Agent has no authority to bind or enter into any agreement on behalf of the Company.
    
    
11. Indemnification
    The Agent agrees to indemnify, defend, and hold harmless the Company from any claims, liabilities, damages, or costs arising from the Agent’s breach of this agreement, including but not limited to unauthorized representations or misuse of Company materials.
    
    
12. Liability
    Agents are solely responsible for their actions and agree to indemnify the company against any claims or damages arising from their conduct.
    
    
13. Governing Law and Dispute Resolution
    13.1 This agreement shall be governed by and construed in accordance with the laws of Malaysia.
    13.2 Any disputes arising under this agreement shall first be addressed through good-faith negotiations between the parties. If the dispute remains unresolved, it shall be referred to mediation or arbitration in accordance with the applicable rules and procedures of Malaysia.
    
    
14. Miscellaneous Provisions
    14.1 Amendments: Any amendments to this agreement must be made in writing.
    14.2 Entire Agreement: This document constitutes the entire agreement between the Company and the Agent, superseding any prior agreements, understandings, or communications.
    14.3 Force Majeure: Neither party shall be liable for delays or failure to perform due to events beyond their reasonable control, including natural disasters, strikes, or government regulations.
    14.4 Severability: If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
    14.5 Notices: Any notices required to be given under this agreement shall be sent to the respective parties’ addresses as stated in the appointment letter or as updated in writing by the parties.
    
    

By applying to become an Agent of the Company, the applicant agrees to abide by all Terms and Conditions outlined in the agreement between DhuMall Sdn Bhd and its Business Agents.

Last updated on 31^st December 2024.