STAR SHIELD COLLABORATION AGREEMENT FOR PARTNER
Partner is prepared to participate in this STAR SHIELD Extended Warranty Plan and has registered as a participant under the Company’s App under the following terms and conditions provided below. This Agreement is effective as of the date Partner clicks the “I Agree” button below (the “Effective Date”). If you are agreeing on behalf of Partner, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of the party that you represent to this Agreement.
Unless otherwise clearly required by the context, the following terms as used in this Agreement shall have the respective meanings as defined below:
1.1. The term “Plan” shall mean STAR SHIELD EXTENDED WARRANTY PLAN.
1.2. The term “Territory” shall mean in Singapore
1.3 The term “Company” shall mean INCALL SYSTEMS PTE LTD trading as STAR SHIELD
1.4 The term “Partner” shall mean the name of the entity registered in the STAR SHIELD APP
1.5 the term Equipment shall mean all electronic devices and components which shall include but not limited to Desktops, PC/Notebooks, Tablets, Mobile Phones, Printer, WiFi Router, IP Cameras, and Fitness Trackers, LCD/LED Monitor, Headphone/Headset, Bluetooth Speaker, Bluetooth Earpiece, Wireless Earbud.
Subject to the terms and conditions of this Agreement, the Parties will work on the following Collaboration:
- The Partner is in the business of selling electronic devices and equipment at its retail outlets and under its online sales through various social media platforms in Singapore.
- The Company provides under the Plan services and technical support in the form of extended warranty coverages for the Equipment sold by the Partner in addition to the manufacturer’s warranty covering the hardware service and technical support provided under the above-mentioned Plan.
- The Partner shall sell by way of an extension of the manufacturers’ warranty for their customers the Plan provided by the Company for the sale of their Equipment at such cost as will be provided by the Company.
- Nothing in this Agreement shall be construed to create employment, partnership, or other fiduciary relationship between the Parties.
3. INDEPENDENT CONTRACTOR STATUS
3.1 Effective this date, the Company acknowledges the Partner in collaboration with the Company as a representative for the Plan provided by the Company in the Territory.
3.2 Partner shall have no authority to assume or create any obligations on behalf of or in the name of the Company as an agent or representative or to bind the Company for any purpose whatsoever, except upon specific written instructions or approval of the Company.
2.4 The Company will not be responsible for filing or paying any local, or taxes for the Partner.
4. DUTIES OF PARTNER/COMPANY
3.1 Partner shall use its best endeavours to sell the Plan for each of the Equipment it sells and shall not be limited to, solicitation of new clients and conducting marketing/promotional efforts in accordance with guidelines established by Company.
3.2 Partner shall be responsible for creation, reproduction and distribution of all marketing and sales materials used to solicit the Company’s Plan provided by the Company who shall provide the necessary support services to handle all enquiries relating to matters on the Plan including any price changes for the Plan expeditiously,
3.3 The Company shall issue a Statement of Account within 7 days from the beginning of each calendar month of all sales made by the Partner for the previous calendar month; upon which the Partner shall issue an invoice to the Company for payment. All invoices shall be paid within 7 days from the receipt of the Partner’s invoice.
In consideration of the sale of the Plan by the Partner, the Company will pay a sales share of the agreed percentage (%) of the price (after less GST) of the Plan sold in accordance with the Sale commission schedule based on the Partner Code registered in the sales transaction with the Company. The agreed percentage (%) shall be communicated officially to the respective partner.
6. DURATION OF AGREEMENT/TERMINATION
6.1 This Agreement shall come into effect on the date of acceptance and shall continue in full force and effect until Partner or Company terminate this Agreement by providing 30-days written notification to other party.
6.2 The Company reserves the right to immediately terminate this Agreement if Partner
- wilfully — in the sole opinion of Company — misrepresents the Plan or its capabilities.
- Commits a material breach of any term of this Agreement what is not capable of being remedies within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not, the Company may terminate this Agreement in writing forthwith.
- Is unable to perform its duties hereunder.
Any termination shall not affect the accrued rights or liabilities of the Company under this Agreement or at law and shall be without prejudice to any rights or remedies the Company may be entitled to. Any provision of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this clause.
7. USE OF SOFTWARE AND MARKETING MATERIALS
7.1 Company will provide access to its software, logos, promotional material, and other sales tools for use by the Partner and its staff in marketing and selling the Plan. Partner may copy software and customize all marketing materials in any manner of choosing, without the prior approval of Company, so long as the general quality and integrity of any materials provided to end-customer is maintained.
7.2 Partner acknowledges that the STAR SHIELD logo is a trademark of STAR SHIELD. Partner may not vary logo by changing fonts, colour, composition, or wording in any way which might jeopardize the Company’s trademark rights.
8. CONFIDENTIALITY / NON-DISCLOSURE OF TRADE SECRETS
8.1 Each Party agrees to keep confidential any Confidential Information supplied or discussed with it by the other Party or whenever acquired or obtained under or in connection with this Agreement (including, without limitation, the contents of this Agreement) and shall not use or disclose such information or any part of it to any person without the prior written consent of the other Party, except to officers, employees, agents, contractors or subcontractors whose duties require them to have access to the Confidential Information on a need to know basis and only to the extent necessary of each of them to perform such party’s obligations under this Agreement.
8.2 Each Party acknowledges and agrees that the other Party’s Confidential Information shall remain vested in and the absolute property of the other Party and that either Party shall not have any rights in respect therein save as otherwise expressly provided in this Agreement.
8.3 Without prejudice to the generality of the foregoing, each Party shall ensure that all data and information generated or obtained in pursuance of this Agreement shall not be used for any purpose other than fulfilment of its obligations herein. Each Party agrees to keep all such data and information separate from and not combine it with that Party’s own data and information except for a purpose connected with this Agreement if the activity concerned cannot be undertaken without combination.
8.4 In the event disclosure of Confidential Information is required by any government or regulatory authority or by an order of court of competent jurisdiction, the Party requiring to disclose any such Confidential Information shall notify the other Party in writing as soon as possible and shall, prior to any such disclosure, allow the other Party an opportunity to intervene or where possible obtain from such third parties duly binding agreements to maintain in confidence the information to be disclosed.
9. LIMITATION OF LIABILITY
9.1 Subject to Clauses 9.2, the Partner shall indemnify the Company and hold the Company harmless against all liabilities which the Company may incur or suffer as a result of the Partner’s breach of this Agreement.
9.2 Neither Party shall be liable to the other Party, whether in contract, tort (including negligence) or otherwise for special, indirect or consequential damages, including lost profits, special damages or loss of data, under any circumstances whatsoever, in connection with this Agreement
All notices made in connection with this Agreement shall be sent to the addresses below written, or such other addresses as the parties may notify each other from time to time. All notices made by email and/or PDF attachment deem to be considered as original letter. When the letter or email is dispatched as provided for above, the notice shall be deemed to be made when the letter or email arrives at the addressee, or if it fails or delays to arrive, when it should usually arrive in the ordinary course.
11. FORCE MAJEURE
Neither Party shall be liable to the other Party in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of circumstances beyond the control of the first-mentioned Party, which shall include but shall not be limited to acts of God, fire, flood, drought, explosion, sabotage, accident, embargo, riot, war, civil commotion, or civil authority, including acts of local government and parliamentary authority.
Any liability to either Party may in whole or in part be released, compounded, or compromised, or time or indulgence given, by that Party in its absolute discretion without in any way prejudicing or affecting its other rights against the other Party.
No failure to exercise, nor any delay in exercising, on the part of either Party, any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.
14. FURTHER ASSURANCE
Each Party undertakes with the other Party that it will do such acts and things as the other Party may reasonably require for the purpose of giving to it the full benefit of this Agreement.
In this Agreement, headings are for convenience only and do not affect interpretation of any provision of this Agreement.
If a court of competent jurisdiction holds any provision of this Agreement to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions of this Agreement shall not be affected.
17. AGREEMENT CONSTITUES ENTIRE RELATIONSHIP
17.1 This Agreement, along with any specified addendum, contains the entire agreement of the Parties with respect to the subject matter herein and supersedes all prior agreements, arrangements, promises representations. Any representation, promise, condition, inducement, or warranty, express or implied, verbal or written, unless contained in writing in this Agreement shall not bind either party.
17.2 This Agreement shall not be amended, modified or varied in any respect unless such amendment, modification or variation shall be expressly agreed in writing by the Parties
17.3 A judicial determination nullifying any clause or condition herein shall not be deemed to nullify the balance of this Agreement, which shall remain in full force and effect.
Neither Party shall be entitled to assign and/or transfer any of its rights and/or obligations under this Agreement without the prior written consent of the other Party which consent shall not be unreasonably withheld.
19. NO THIRD-PARTY RIGHTS
A person who is not a party to this Agreement shall have no right to enforce any provision of this Agreement pursuant to the Contracts (Rights of Third Parties) Act (Cap. 53B).
20. BINDING EFFECT AND GOVERNING LAW
This Agreement shall be binding upon the parties hereto and shall be governed, interpreted, and construed by, through and under the laws of Singapore. By ticking the boxes below, the parties have caused this Agreement to be duly executed on the date above