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TERMS AND CONDITIONS FOR
SOFAX REWARDS PROGRAMME FOR STAKEHOLDER
These terms and conditions govern the Stakeholder’s participation in the SofaX
Rewards Programme operated by SofaX and the usage of its Services. This
agreement constitutes a binding contract between the Stakeholder and SofaX
(each a Party”; collectively, Parties”). By participating in the SofaX Rewards
Programme and using the Services, you, as a Stakeholder, expressly agree to be
bound by the following terms and conditions, including any appendices,
annexures, schedules and addendum hereto, and the terms of service for the
Business-to-Business Platform published on the SofaX Platform (collectively, the
Agreement”).
SofaX reserves the right, at its sole discretion, to amend, modify or revise this
Agreement at any time and without prior notice. In the event of any such
amendment, modification or revision, SofaX will make reasonable efforts to notify
the Stakeholder of such changes, including by email or instant message. Your
continued participation in the SofaX Rewards Programme and usage of the
Services shall indicate your acceptance of any such amendments, modifications or
revisions .
1. DEFINITIONS AND INTERPRETATIONS
1.1. The following terms shall have the meanings set out below:
(a) Advertising Materials means stickers, banners, flyers, leaflets,
pamphlets, brochures or any other content, materials or media,
whether physical or electronic, relating to or in connection with SofaX
and/or the SofaX Rewards Programme, provided by SofaX to the
Stakeholder for the performance of this Agreement;
(b) Business Day means any calendar day, excluding Saturday, Sunday
or any public holiday in Kuala Lumpur, Malaysia;
(c) Customer means a third party who purchases Products from the
Stakeholder using the services on the SofaX Platform;
(d) Customer Charges means the sale price of the Products purchased
by the Customer plus all other taxes, duties, costs, charges and
expenses in respect of the Products that are to be charged to the
Customer;
(e) Commission means the commission fee charged by SofaX to the
Stakeholder based on the commission rate as set out in Schedule 1 of
the Agreement;
(f) Deduction means Commission, refunds, taxes, any amounts
reasonably required to cover potential or expected refunds and any
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other charges or amounts due to SofaX under this Agreement or
otherwise;
(g) Net Customer Charges means Customer Charges less the Points
utilised in a Qualifying Transaction;
(h) Points means SofaX Points, Property Points and/or SofaX Rewards, as
the case may be;
(i) Products means any products or services that are offered for sale by
the Stakeholder;
(j) Property Points or PP means SofaX Points purchased by property
developers and awarded to Customers through the SofaX Platform;
(k) Qualifying Transaction means a sale transaction in which Points are
utilised;
(l) SofaX Rewards Programme means the loyalty programme operated
by SofaX;
(m) Services means the services in relation to the SofaX Rewards
Programme, including but not limited to the provision of Points to
Customers and enabling Customers to utilise the Points;
(n) Settlement means the amount to be remitted by either the
Stakeholder or SofaX, as the case may be, for each Transaction Period;
(o) Settlement Amount means the amount derived from the difference
between Points utilised in a Qualifying Transaction and Deduction;
(p) SofaX IP means Customers’ personally identifiable information, SofaX
Platform, SofaX’s trade names, logos, trademarks, service marks,
domain names, social media identifiers, all data collected through or
from the SofaX Platform, all audio-visual content, video recordings,
audio recordings, photographs, graphics, artwork, text or any other
content created by SofaX or at SofaX’s direction, or assigned to SofaX,
and any materials, software, technology or tools used or provided by
SofaX to promote, resell or distribute the goods and services and
conduct its business in connection therewith;
(q) SofaX Platform means any applicable platform operated and made
available by SofaX, including but not limited to the SofaX mobile
application, SofaX web application, and SofaX website;
(r) SofaX Points means points that can be used to set-off against the
Customer Charges at a hundred percent (100%) utilisation rate. SofaX
Points are managed and operated by SofaX;
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(s) SofaX Rewards or SR means loyalty points awarded by SofaX to
Customers through the SofaX Platform that can be used as a rebate
or discount by deducting against the Customer Charges;
(t) Stakeholder’s Designated Bank Account means the designated
bank account of the Stakeholder as specified by the Stakeholder
during its registration process with SofaX. For the avoidance of doubt,
if the Stakeholder is a body corporate, the designated bank account
shall be in the name of such entity. If the Stakeholder is an individual,
the designated bank account shall be in the name of such individual;
(u) Stakeholder IP means the Stakeholder’s name, logos, trademarks,
service marks, domain names, as well as any audio-visual content,
video recordings, audio recordings, photographs, graphics, artwork,
text, and other content provided, specified, recommended, directed,
authorised or approved for use by the Stakeholder;
(v) Transaction Period means the period during which a Qualifying
Transaction is completed, and is divided into two periods:
(i) Transaction Period 1 means the first (1st) day of each month to
the fifteenth (15th) day of each month; and
(ii) Transaction Period 2 means the sixteenth (16th) day of each
month to the last day of each month; and
(w) Third Party IP means any third party’s name, logos, trademarks,
service marks, domain names, audio-visual recordings, video
recordings, audio recordings, photographs, graphics, artwork, text,
and other content provided, specified, recommended, directed,
authorized, or approved for use by the Stakeholder.
2. SOFAX REWARDS PROGRAMME
2.1. Subject to the terms and conditions of this Agreement, SofaX agrees to
grant the Stakeholder the right to participate in the SofaX Rewards
Programme and provide the Stakeholder with the Services. The
Stakeholder agrees to pay SofaX the Commission as set out in Schedule 1.
2.2. For the purpose of this Agreement, all Points, including SofaX Rewards,
SofaX Points and Property Points, are issued as a part of the SofaX Rewards
Programme.
3. SOFAX’S RIGHTS AND OBLIGATIONS
3.1. SofaX may make available Advertising Materials to be prominently placed
or displayed at the Stakeholder’s premise. Any typographical, clerical or
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other error or omission in the Advertising Media shall be subject to
correction without any liability for SofaX.
3.2. SofaX merely acts as an issuer of the Points and operator of the SofaX
Rewards Programme and shall not be responsible for any transaction or
contract entered between the Stakeholder and Customer.
3.3. SofaX reserves the continuing right to:
(a) request the removal of any Advertising Materials placed or displayed
by the Stakeholder under this Agreement;
(b) vary, modify or amend the SofaX Rewards Programme, including but
not limited to its framework and terms and conditions;
(c) vary, modify or amend the Points, including but not limited to its
framework, formula, and terms and conditions; and
(d) suspend or terminate the SofaX Rewards Programme or any Points
thereof;
at any time and for any reasons at its sole and absolute discretion without
any compensation to the Stakeholder.
4. STAKEHOLDER’S RIGHTS AND OBLIGATIONS
4.1. By participating in the SofaX Rewards Programme and using the Services,
the Stakeholder agrees that:
(a) the Stakeholder must permit the Customer to deduct any applicable
Points against Customer Charges in a transaction where Points can
be utilised;
(b) the Stakeholder shall not impose any additional conditions or charges
on the Customer for the utilisation of Points;
(c) the Stakeholder is solely responsible for:
(i) all transactions between the Stakeholder and Customer,
including but not limited to verifying that the Points being
utilised are valid and ensuring such transactions are authorised
and not fraudulent. SofaX shall not be responsible for any losses,
claims, damages, costs, and expenses incurred by the
Stakeholder arising from or in connection with the transaction
between the Stakeholder and Customer;
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(ii) the Products, including but not limited to the conditions,
quality and merchantability, guarantee, warranty, and legality
thereof; and
(iii) any complaints and customer service issues relating to or in
connection with the Products, including but not limited to the
return, refund, recompense, or exchange thereof;
(d) this Agreement shall prevail over the Stakeholder’s own terms and
conditions as well as any other terms, even if SofaX has been notified
thereof and does not object to their validity;
(e) the Stakeholder may not contractually bind SofaX or make any
representations on its behalf;
(f) the Stakeholder shall not engage in any unconscionable, false,
deceptive, misleading, or fraudulent conduct; and
(g) the Stakeholder shall be in compliance with all consumer protection
laws and any other applicable laws.
4.2. The Stakeholder shall only hand over or deliver the Products to the
Customer upon collecting the Net Customer Charges from the Customer.
5. QUALIFYING TRANSACTIONS
5.1. The Merchant may only restrict the utilisation of Points:
(a) with the Stakeholder’s store discount, vouchers or promotions; or
(b) for transactions involving Products that are part of the Stakeholder’s
promotion.
5.2. All utilisation of Points must be logged via the SofaX Platform.
5.3. The Stakeholder shall not proceed with the utilisation of Points if:
(a) the Stakeholder receives an error message or decline response when
processing the transaction or Points;
(b) the Points are determined or believed to be invalid or illegal;
(c) the transaction is determined to be unlawful or unenforceable;
(d) the transaction is for goods and/or services that fall under the list of
restricted items as specified in SofaX’s general terms of service
published on the SofaX Platform, or is otherwise illegal; or
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(e) instructed by SofaX accordingly.
5.4. SofaX shall be entitled to levy Commission on every Qualifying Transaction
that has been processed by the Stakeholder and logged in the SofaX
Platform, regardless of whether the Points are valid or have been properly
processed.
6. REFUNDS
6.1. Where the Stakeholder processes a refund or return in connection with a
Qualifying Transaction, the Stakeholder shall take the necessary steps to
ensure that any refund or return is relayed to SofaX by initiating a refund
request on the SofaX Platform. SofaX shall, at its sole and absolute
discretion, process the refund request and, if approved, reinstate the Points
to the Customer within seven (7) working days and refund any Commission
paid by the Stakeholder to SofaX for such refunded Qualifying Transaction.
SofaX shall not process any incomplete refund requests.
6.2. In the event that the Stakeholder processes an exchange for Products in
connection with a Qualifying Transaction, such an arrangement is solely
between the Stakeholder and the Customer. SofaX shall not be liable or
responsible for such an arrangement and shall not be obliged to make any
refund, whether in respect of Points or Commission, to any party.
6.3. The Stakeholder is solely responsible for all refunds, returns or exchanges
in connection with any Qualifying Transaction. SofaX shall not be
responsible for any losses, claims, damages, costs and expenses incurred
by the Stakeholder arising from such refunds, returns or exchanges.
7. SETTLEMENT, BILLING AND PAYMENT
7.1. The Commission becomes due when the Qualifying Transaction is verified
and logged in the SofaX Platform by the Stakeholder. SofaX reserves the
right to amend the Commission rate or structure specified in Schedule 1 by
providing the Stakeholder with twenty-one (21) days written notice.
7.2. Stakeholder may deduct the Deduction from the Points used by the
Customer for Qualifying Transactions in each Transaction Period when
calculating the Settlement.
7.3. SofaX shall issue a settlement report to the Stakeholder within five (5)
Business Days from the end of each Transaction Period, which will set out
the Settlement Amount due and payable between Stakeholder and SofaX
for the relevant period.
7.4. The owing Party shall remit the Settlement to the other Party within three
(3) Business Days from the settlement report.
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7.5. SofaX shall make best efforts to remit the Settlement to the Stakeholder
within the agreed settlement period. SofaX makes no guarantee regarding
the actual date of receipt of such Settlement by the Stakeholder.
7.6. If the value of the Deduction exceeds the value of Points used by the
Customer for Qualifying Transactions during each Transaction Period, the
resulting Settlement Amount may be held over by SofaX and deducted
against any existing Settlement owing by SofaX to Stakeholders.
7.7. SofaX may withhold a portion of the Settlement due and payable by SofaX
to the Stakeholder to offset any potential or foreseeable refunds or
chargebacks.
7.8. If the Stakeholder discovers any discrepancy between their order report
and the settlement report by SofaX, the Stakeholder must notify SofaX
within thirty (30) days from the date of the settlement report together with
the relevant supporting documents. Failing to do so waives the
Stakeholder’s rights to raise any dispute, and they are deemed to have
accepted the Settlement stated in the report.
7.9. If there is a dispute in relation to the Settlement stated in the settlement
report, SofaX shall only remit the undisputed amount or part thereof to the
Stakeholder prior to the resolution of the dispute.
7.10. The Stakeholder is solely liable for all taxes imposed or levied on them
under applicable laws and arising as a result of or in connection with this
Agreement or the transactions contemplated hereunder. If any payment
by SofaX to the Stakeholder is subject to withholding taxes, SofaX shall
deduct such taxes from the payment, pay the Stakeholder the net amount,
and provide them with a receipt or equivalent document evidencing the
withholding tax payment.
7.11. The Stakeholder must ensure that the details of the Stakeholder’s
Designated Bank remain up-to-date and accurate. SofaX is not liable for
any wrongful remittance due to inaccurate details of the Stakeholder’s
Designated Bank.
8. DISPUTED TRANSACTIONS
8.1. In the event of any dispute, claim, or complaint arising from or in
connection with any Qualifying Transaction between the Stakeholder and
Customer:
(a) the Stakeholder shall be solely responsible and liable for settling such
dispute, claim, or complaint. SofaX shall not be held responsible or
liable in any way, unless the Stakeholder can reasonably prove that
the dispute, claim, or complaint resulted directly or indirectly from
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SofaX’s gross negligence, fraudulent act, material default or breach,
material errors, and/or omissions under this Agreement;
(b) the Stakeholder shall investigate and take all reasonable steps to
resolve such dispute, claim or complaint within fourteen (14) days of
receiving such notification. The Stakeholder shall follow the
procedures for handling disputes, claims or complaints that SofaX
may advise from time to time. SofaX is not obligated to investigate
any dispute, claim, or complaint;
(c) SofaX has the right to suspend processing of the related Qualifying
Transaction or withhold any Settlement, or any part thereof, due and
payable to the Stakeholder until satisfactory completion of any
investigation or resolution of the dispute, claim, or complaint; and
(d) if the Stakeholder does not resolve the dispute, claim, or complaint
within the stipulated time frame, SofaX shall assume that the
Stakeholder is responsible for the dispute, claim, or complaint. The
Stakeholder shall bear all the costs incurred by SofaX in connection
with the dispute, claim, or complaint, including the cost of reinstating
relevant Points to the Customer. SofaX may set-off such costs under
Section 7.6.
9. MARKETING
9.1. SofaX may make this cooperation orally, in writing or electronically,
including but not limited to in press releases, public announcements and
promotional materials publicising, advertising or promoting the Points or
the SofaX Rewards Programme.
9.2. Except as expressly stated in this Agreement or required by the laws of any
jurisdiction, the Stakeholder shall not make any public announcements or
press releases, distribute marketing or promotional materials or otherwise
make public communications, announcements or disclosures regarding
the cooperation contemplated by this Agreement without SofaX’s consent.
If the Stakeholder is required by law to make a public announcement
regarding any matter related to the cooperation contemplated by this
Agreement, the Stakeholder shall solicit from and consider in good faith
SofaX’s feedback on the content of that public announcement.
10. INTELLECTUAL PROPERTY
10.1. SofaX grants the Stakeholder a non-exclusive, non-transferrable and
revocable right to display the Advertising Materials for the sole purposes of
this Agreement, for the duration of this Agreement. Without prior written
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consent from SofaX, the Stakeholder shall not alter, modify, or create
derivative works of the Advertising Materials or any of SofaX IP.
10.2. The Stakeholder grants SofaX a non-exclusive, worldwide, royalty-free,
paid-up, perpetual, irrevocable, transferable, and sublicensable license and
right to use, modify, reproduce, sublicense, publicly display, distribute,
broadcast, transmit, stream, publish, and publicly perform the Stakeholder
IP and Third-Party IP, in each case in connection with the SofaX Rewards
Programme or Services in all media or formats now known or hereinafter
developed (“License”). SofaX has sole discretion in using the Stakeholder IP
or Third Party IP as contemplated in this Agreement.
10.3. SofaX owns all interest in and to the SofaX IP. The Stakeholder shall not use,
sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place
shift, transfer, copy, reproduce, download, time-shift, display, perform,
modify, or timeshare SofaX IP or any portion thereof, or use such SofaX IP
as a component of or a base for products or services prepared for
commercial use, sale, sublicense, lease, access, or distribution, except that
SofaX grants the Stakeholder a limited, non-exclusive, revocable, non-
transferable, and non-sublicensable license during the duration of this
Agreement to use the SofaX Platform strictly for the performance of its
obligations under this Agreement. For the avoidance of doubt, nothing in
this Agreement is intended to grant the Stakeholder any rights to any of
SofaX IP except as expressly set forth herein.
11. TERM AND TERMINATION
11.1. This Agreement shall come into force upon acceptance and continue in
effect unless terminated by either Party in accordance with this
Agreement.
11.2. SofaX is entitled, at its sole discretion, to terminate this Agreement at any
time for any reason upon written notice to the Stakeholder, without any
compensation to the Stakeholder.
11.3. This Agreement will terminate immediately upon:
(a) the provision of the SofaX Rewards Programme, or any part thereof,
becoming untenable for any reason whatsoever, whether legally or
commercially; or
(b) any breach by the Stakeholder of its obligations or covenants under
this Agreement.
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11.4. In the event that this Agreement is terminated due to the Stakeholder's
breach of its obligations in accordance with Section 11.3(b), all amounts
payable by SofaX to the Stakeholder may be forfeited as liquidated
damages, without prejudice to SofaX’s recourse for other rights or
remedies available under applicable laws.
11.5. Except as expressly set forth in this Agreement, any fees paid by the
Stakeholder are non-refundable in the event that the Stakeholder
terminates this Agreement.
11.6. Upon the termination of this Agreement, the Stakeholder shall pay to SofaX
all unpaid or outstanding amounts accrued through the effective date of
the termination of this Agreement.
11.7. Following the termination of this Agreement, the Stakeholder shall,
without being requested to do so, immediately delete all SofaX IP,
Advertising Materials, and all other information and materials submitted to
the Stakeholder under this Agreement, including but not limited to all
personally identifiable information about the Customers. The Stakeholder
shall have no right of retention in this respect. The Stakeholder shall, at
SofaX’s request, provide SofaX with written confirmation of the deletion.
11.8. Termination of this Agreement will not in any way affect the Stakeholder’s
obligation to accept redemption of any applicable Points issued prior to
such termination in accordance with this Agreement.
11.9. Provisions in this Agreement that are intended to survive termination will
continue in full force and effect after the Agreement.
11.10. In addition to the provisions set out in this Section, the rights and
obligations of either Party in respect of termination provided in the Terms
of Service for Business-to-Business Platform, as published on SofaX
Platform, which forms part of this Agreement, shall apply mutatis
mutandis, as if they have been fully set forth in this Agreement. In the event
of a conflict between the provisions of this Section and the rights and
obligations in respect of termination provided in the Terms of Service for
Business-to-Business Platform, the provisions of this Section shall prevail.
For the avoidance of doubt, the termination of this Agreement does not
automatically result in the termination of the Terms of Service for Business-
to-Business Platform. Nevertheless, the termination of the Terms of Service
for Business-to-Business Platform shall automatically result in the
termination of this Agreement.
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12. CONFIDENTIALITY AND PERSONAL DATA
12.1. The rights and obligations of either Parties with respect to confidentiality
and personal data provided in the Terms of Service for the Business-to-
Business Platform, published on SofaX Platform, which forms part of this
Agreement, shall apply mutatis mutandis as if they have been fully set forth
in this Agreement.
13. REPRESENTATIONS AND WARRANTIES
13.1. The SofaX Rewards Programme and the Services, or any part thereof, are
provided on an “as-is” basis. SofaX makes no representation or warranty,
whether express, implied or statutory, including but not limited to any
implied warranty of merchantability, fitness for a particular purpose, or
non-infringement. SofaX shall have no liability arising from a failure of any
security technology or procedure. SofaX does not warrant or guarantee
that the SofaX Rewards Programme and the Services offered on or through
the SofaX Platform will be available, accessible, uninterrupted, secure,
accurate, complete, error-free, that the server that makes the same
available is free from viruses, clocks, timers, counters, worms, software
locks, drop dead devices, Trojan horses, routings, trap doors, time bombs
or any other harmful codes, instructions, programmes or components or
that the SofaX Rewards Programme and the Services will result in any
revenue or profit for the Stakeholder.
14. INDEMNIFICATION
14.1. The Stakeholder agrees to defend, indemnify, and hold SofaX, its affiliates
and related entities, and any of its respective officers, directors, agents, and
employees, harmless from and against any claims, lawsuits, investigations,
penalties, damages, losses or expenses, including but not limited to
reasonable attorneys’ fees and costs, including expert fees, arising out of or
relating to any of the following:
(a) any breach or alleged breach by the Stakeholder of this Agreement,
or the representations and warranties made in this Agreement;
(b) the Stakeholder's fraud, negligence, or wilful misconduct;
(c) any claim for state sales, use, or similar tax obligations of the
Stakeholder arising from the sale and redemption of the Points;
(d) any claim by any local, state, provincial, territorial or federal
governmental entity for unredeemed Points or unredeemed cash
values of Points or any other amounts under any applicable
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abandoned or unclaimed property or escheat law, including but not
limited to any claims for penalties and interest;
(e) any claim arising out of a violation of any law or regulation by the
Stakeholder governing the Stakeholder’s Products;
(f) any claim arising out of actual or alleged infringement of any
intellectual property rights provided by the Stakeholder to SofaX;
(g) any claim by a Customers or anyone else arising out of or relating to
the Products provided by the Stakeholder and/or pick up of the
Products at the redemption site, including but not limited to any
claims for false advertising, product defects, personal injury, death, or
property damages; and
(h) any claim arising out of the Stakeholder’s or its third party’s misuse of
personal data or any violation of an applicable data privacy or security
law.
14.2. SofaX will promptly notify the Stakeholder of any claim that is subject to
Section 14.1. SofaX reserves the right to control its own defense and appoint
its own defense counsel, regardless of the presence or absence of a conflict
of interest between SofaX and the Stakeholder. The Stakeholder may
defend, compromise, settle, or otherwise dispose of a claim, but it shall not
agree to any disposition or settlement of a claim that admits liability or
imposes duties of performance or payment on SofaX without SofaX’s prior
written consent. If the parties agree to settle a claim, the Stakeholder will
not publicise the settlement without first obtaining SofaX's written
permission.
15. LIMITATION OF LIABILITY
15.1. Except for the Stakeholder’s indemnification obligations hereunder,
neither Party shall be liable or obligated to the other Party or any third party
for any loss of profits or business, special, incidental, exemplary,
consequential, punitive, or indirect damages regardless of the form of
action, whether in contract, tort or otherwise, even if informed of the
possibility of such damages in advance. SofaX’s sole and complete liability
to the Stakeholder for any claims arising out of or relating to this
agreement, or any errors, omissions or misplacements of any Points, is
limited to the amount of fees retained by SofaX hereunder for the
preceding six (6) months after final calculation and reconciliation of all
refunds. This limitation of liability applies to the maximum extent
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permitted by applicable law and notwithstanding the failure of any limited
remedy.
15.2. The aforementioned limitation of liability shall also apply to the personal
liability of SofaX’s employees, representatives, and executive bodies.
15.3. Except as expressly set forth in this Agreement, any claim of the
Stakeholder under this Agreement must be notified to SofaX within ninety
(90) days from the time the claim became known or should have become
known to the Stakeholder. For the avoidance of doubt, SofaX will not be
liable for any claim made by the Stakeholder after the said deadline.
16. NOTICE
16.1. SofaX may give notice by written communication sent by registered mail,
prepaid post, or electronic mail to the Stakeholder’s address in SofaX’s
record. Such notice shall be deemed to have been given upon the
expiration of forty-eight (48) hours after mailing or posting if sent by
registered mail or prepaid post or one (1) hour after sending if sent by
electronic mail.
16.2. The Stakeholder may give notice to SofaX by letter sent by courier or
registered mail to SofaX using the contact details provided in the SofaX
Platform. All notices given by the Stakeholder under this Agreement will
be deemed given as of the day they are received.
17. ASSIGNMENT
17.1. The Stakeholder cannot assign, transfer, or subcontract all or part of its
rights and/or obligations deriving from the Agreement without the prior
written consent of SofaX. SofaX may assign, transfer, or subcontract all or
part of its rights and/or obligations deriving from the Agreement.
18. WAIVER
18.1. The failure of a Party to exercise its rights in the case of a breach of the
contract by the other Party will not be considered as a waiver of its rights
under the Agreement or under the laws.
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19. SEVERABILITY
19.1. If any term, condition, or provision of this Agreement should be held to be
invalid, unlawful, or unenforceable to any extent, the invalid term,
condition, or provision will be severed from the remaining terms,
conditions, and provisions of this Agreement, which will continue to be
valid and enforceable to the fullest extent permitted by law, and the
tribunal will preserve, as far as possible, the original intention of the Parties
with respect to the severed term, condition, or provision.
20. SURVIVAL
20.1. Following the term of this Agreement, any and all provisions set forth
herein, which, by their very nature, are intended to survive any expiration
or termination hereof, shall so survive, including but not limited to the
provisions respecting confidentiality, representations & warranties,
indemnifications, limitations on liability, ownership, and accrued payment
obligations.
21. RELATIONSHIP OF PARTIES
21.1. The Stakeholder and SofaX are independent contractors, and nothing in
the Agreement will create any partnership, joint venture, agency, franchise,
sales representative relationship or exclusivity between the Parties. The
Agreement will not establish any relationship of employment between the
Parties or with any person who provides services to either Party. The
Stakeholder will have no authority to make or accept any offers or
representations on behalf of SofaX.
22. THIRD PARTY RIGHTS
22.1. The Agreement and all its representations, warranties, covenants,
conditions, and provisions are intended to be solely and exclusively for the
benefit of SofaX and the Stakeholder. Except for the rights of Customers
against the Stakeholder, nothing in the Agreement, either express or
implied, will be construed as conferring upon any other person or entity
any legal or equitable right, benefit, or remedy of any nature.
23. GOVERNING LAW AND DISPUTE RESOLUTION
23.1. This Agreement shall be governed by and construed in accordance with
the laws, without regard to the conflict of laws principles. Any dispute,
controversy or claim arising out of or relating to this Agreement shall be
referred to and finally resolved by arbitration administered by the Asian
International Arbitration Centre located in Kuala Lumpur, Malaysia, in
accordance with the Arbitration Rules of the Asian International Arbitration
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Centre for the time being in force, which rules are deemed to be
incorporated by reference in this Section. The seat of arbitration shall be
Kuala Lumpur, Malaysia. The Tribunal shall consist of one arbitrator. The
language of the arbitration shall be in English.
24. ENTIRE AGREEMENT
24.1. This Agreement constitutes the entire agreement and understanding
between the Parties regarding the subject matter. If any provision of the
Agreement is held to be void or invalid, that fact will not affect any other
provision, and the remainder of the Agreement will be deemed modified
so that it is valid and enforceable to the maximum extent permitted by
laws. Failure by either Party to enforce any provision of the Agreement will
not be deemed a waiver of future enforcement of that or any other
provision. The Agreement will apply to the relationship between the Parties
in addition to any specific terms agreed to herein.
Version dated 25 April 2023 Page 1 of 1
SCHEDULE 1
SCHEDULE OF FEES
No
Points
Rate
Details
1.
Commission on SofaX Points
(excludes Service Tax)
10.00%
2.
Commission on Property Points
(excludes Service Tax)
10.00%
3.
Commission on SofaX Rewards
(excludes Service Tax)
10.00%