Prepared by: Novas Academy Sdn Bhd
Prepared for: Relationship Manager
This agreement is made between Novas Academy Sdn Bhd (Company No. 202301006028) located at 10 F-2, 2 Rio Office Tower, Persiaran Rio, Bandar Puteri, 47100, Puchong, Selangor (hereinafter referred to as "the Company"), and the appointed Agency Manager (hereinafter referred to as "the Novas Area Manager / Agency Manager").
WHEREAS:
A The Company is duly licensed by the relevant authorities to, inter alia, conduct and manage the business of providing and selling Training courses; and
B. The Company is desirous of appointing the Agent and the Agent is desirous of being appointed as an ordinary agent of the Company for the purpose of canvassing for new Training Business on behalf of the Company.
NOW WHEREFORE THE PARTIES HERE TO AGREE AS FOLLOWS:
1. APPOINTMENT
a. The Company hereby appoints the Agent and the Agent hereby accepts the appointment as an ordinary agent of the Company to canvass and to sell new training courses on behalf of the Company.
b. The Agent shall not without the written approval of the Company leave his present Unit for another Unit.
c. For the purposes of this Agreement, "the Unit" shall refer to a group of agents managed or supervised directly by a designated unit manager or a designated agency manager of the Company both of whom are deemed to be part of the Unit.
2. PRIOR AGREEMENTS
a. All agreements, if any, in any form now existing between the Company or its predecessor in title and the Agent relating to the appointment and/or remuneration of the Agent in that capacity or in any other capacity are hereby terminated forthwith provided always that for so long as this Agreement shall remain in force such termination shall not:
- remove any right given to the Agent, whether in that capacity or in any other capacity, under the terms of the agreements now terminated to receive any remuneration which may be due to him under such agreements; and
- cancel or invalidate any debt which may be due and owing by the Agent to the Company under any agreement or arrangement whatsoever including any agreement or arrangement not terminated hereby.
3. COMPANY'S REPRESENTATIVES
a. Any notice, instruction, consent, authority or discretion required or envisaged by this Agreement to be given or exercised by the Company may be fully, effectively or validly given or exercised on behalf of the Company by any authorised officer or employee of the Company.
4. CONSIDERATION
a. shall pay to the Agent during the continuance of this Agreement commission(s) at the rates prevailing at the time of sale. Such commission(s) and any revisions, variations and/or modifications thereof shall be described and listed in a separate schedule or such other communication to be issued by the Company from time to time, at the Company's absolute discretion ("CIBS Version to be update from time to time"). Save as provided in Clause 5.2, no revision or variation of commission(s) and rates shall operate to reduce the sums due and payable to the Agent prior to such revision or variation.
b. Where the introduction, imposition or variation of any law, order, regulation or official directive or where any change in the interpretation or application thereof renders it unlawful or impractical without breaching such law, order, regulation or official directive for the Company to pay any sums in accordance with the terms of the CIBS, the Company shall, notwithstanding the terms of this Agreement, only pay such sums as in its absolute discretion are necessary or appropriate to conform with such law, order, regulation or official directive.
c. Schedule may be paid at the sole discretion of the Company without any legal obligation on the Company to continue or improve such benefit, remuneration, privilege or perquisite, and the Company shall be at full liberty to modify, change or discontinue at any time any such benefit, remuneration, privilege or perquisite.
d. be required to be withheld pursuant to any applicable laws. If the Company is unable to withhold such applicable taxes for whatever reasons, the Agent hereby agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under such applicable laws upon receipt of a formal communication from the Company confirming the amount due. For the avoidance of doubt, the Company is not responsible for tax payments of Agents and any tax advice to Agents.
5. REBATES AND REDUCTIONS
a. The Agent shall not directly or indirectly pay or agree or offer to pay any rebate nor shall he offer any reduction or discount in respect of training fee.
6. AGENT AS TRUSTEE
a. All monies, properties or securities received by the Agent for or on behalf of the Company shall be held by him as a fiduciary trustee on trust. The Agent shall not use, appropriate and/or in any way dispose of the monies, properties or securities belonging to the Company, but shall by the first working day following the day of his receipt of such monies, properties or securities report and hand over to the Company all the monies, properties or securities so held by him.
b. For the purposes of this Agreement, "working day" means any day on which the Company is open for ordinary business, regardless of the number of staff on duty, and excludes all gazetted public holidays and days declared by the Company to be holidays.
7. TRAINING PAYMENTS
a. All fee’s shall, if paid to the Agent by a client, be remitted in full by the Agent to the Company during office hours by the first working day immediately following the day on which the fee’s are paid to the Agent.
8. DIRECTIVES
a. The Company shall be entitled, at its absolute discretion, to issue directives, circular letters and/or such other communication from time to time to the Agent relating to matters including but not limited to the conduct, performance requirements and/or operation of the Training Provider business and the Agent shall observe and comply with such directives, circular letters and/or communication.
b. The Company shall be entitled to issue directives and/or circular letters and/or such other relevant communication to the Agent in connection with the Compensation Schedule.
9. PERFORMANCE TARGETS AND MAINTENANCE REQUIREMENTS
a. To remain an ordinary agent of the Company, and subject to the other terms and conditions herein contained, the Agent shall during the currency of this Agreement fulfil and meet the performance targets and maintenance requirements set by the Company from time to time in circular letters, bulletins or other forms of communication. The Agent hereby expressly agrees that the Company shall have the right at any time and from time to time to vary or amend such performance targets and maintenance requirements.
b. Notwithstanding anything contained in this Agreement, the Company shall have the right to terminate this Agreement in the event the Agent fails to fulfil or meet any of the performance targets and maintenance requirements set by the Company or may be varied or amended by the Company.
10. AGENT'S COVENANTS
a. The Agent hereby covenants with the company that he:
- will familiarise himself and comply with all those provisions of the PBSM Act 2001 as applicable to him and that he will indemnify and keep indemnified the Company in respect of any loss suffered or incurred by the Company arising from his breach of or non-compliance with such provisions;
- will comply with and abide by all resolutions, rules, agreements, codes of ethics and conduct, and guidelines issued by HRDC and any other relevant authority; in the event of any failure to do so, the Agent shall be liable for all the consequences of such failure including the payment of any fines which may be imposed as a result thereof;
- will comply with all the rules and regulations of the Company which are in force and which may be introduced from time to time;
- will not incur or purport to incur any debt or liability on behalf of the Company;
- will not without the written consent of the Company waive any Fee’s of any training course issued by the Company;
- will not without the written consent of the Company institute or participate in any legal proceedings in connection with any matter relating to the business of the Company;
- will not publish or circulate or cause to be published or caused to be circulated any advertisement, pamphlet or other printed material concerning the Company or the Company's business without a copy of such advertisement, pamphlet or printed material having been previously perused and approved by the Company;
- will inform and shall fully disclose to the Company of any circumstance or information within his knowledge which is relevant to the acceptance or otherwise by the Company of any proposal submitted by him, failing which the Agent shall indemnify and keep indemnified the Company against all losses incurred by the Company arising out of or in connection with any non-disclosure of facts within his knowledge and/or any failure to relate accurately to the Company facts disclosed to him which are relevant to the Company's acceptance of a risk;
- will not allow himself to be interviewed in connection with the business of the Company or any other training provider company without the prior written approval of the Company;
- will not do any act or use any language which may bring the Company or the business of Training into disrepute;
- will not represent, promote or be associated with the name or interest of any other company, society, body or person involved in the business of selling training courses other than the Company's;
- will upon the termination of this Agreement return and deliver to the Company all monies, documents, and other effects or property belonging to the Company or relating to its business;
11. NO EMPLOYER-EMPLOYEE RELATIONSHIP
a. Nothing in this Agreement shall imply, constitute or be deemed to constitute or create a relationship of employer and employee between the Company and the Agent. Such a relationship shall likewise not be implied, inferred or deemed to be created from any act or forbearance on the part of the Company. For the avoidance of doubt, the Agent shall not be entitled to receive any pension, retirement, employment or other employment-type benefits applicable only to the Company's employees who hold contracts of service.
12. TERMINATION
a. This Agreement shall terminate:
- immediately upon the death of the Agent;
- if the Agent is still suffering from Total and Permanent Disability as defined in any of the Company's standard policy documents containing a definition of Total and Permanent Disability, upon the expiry of 60 months from the date the Agent first suffers the Total and Permanent Disability;
- immediately upon the adjudication of the Agent as a bankrupt; or
- immediately upon the service on the Agent by the Company of a notice of termination which notice may only be served on the Agent after the Agent has been informed in writing of a breach of this Agreement and the Agent has been given 14 days to rectify the breach or to show cause why this Agreement should not be terminated.
b. The Company shall not be liable to pay the Agent and the Agent shall not be entitled to receive any monies due to the Agent under this Agreement or any other agreement from the Company within 120 days after termination of this Agreement.
c. Parties agree that Clause 12, 18 and 22 shall survive termination of this Agreement.
13. RIGHT OF COMPANY TO ADVERTISE
a. Upon the termination of this Agreement in whatsoever manner, the Company shall be entitled to publish notices in any local newspapers and/or to despatch correspondence notifying its clients, branch offices, other agents and/or the general public that the Agent has ceased to be an agent of the Company and is therefore not authorised to solicit any training business or collect any fee’s or other monies on behalf of the Company or in any way to bind or represent the Company.
14. PROPOSALS AFTER TERMINATION
a. If after the termination of the appointment hereby the Company accepts any proposal for a Training courses introduced by the Agent or if the Company at its sole discretion makes any payment whatsoever to the Agent in respect of the premium for such business such acceptance or payment.
15. LIEN AND SET-OFF
a. The Company shall have a first lien upon all sums payable under this Agreement or any other previous agreement to secure any indebtedness or liability from the Agent to the Company and the Company may apply such sums towards the settlement of such indebtedness or liability. The Company is entitled to set-off any monies due to the Agent under this Agreement or any other agreement against any debt or liability due from the Agent to the Company.
b. For the avoidance of doubt, and notwithstanding anything contained herein, the Agent shall not be entitled to set-off any debt or liability due from the Agent to the Company whether under this Agreement or otherwise against any monies due to the Agent under this Agreement or any other agreement.
16. CONFIDENTIALITY
a. The Agent shall treat this Agreement as strictly confidential and shall not disclose, divulge or distribute any information or documents given to him pursuant to this Agreement to any person whomsoever.
b. This clause shall survive termination of the Agreement.
17. VARIATION AND WAIVER
a. The Company reserves the right to unilaterally amend and/or modify and/or revise the CIBS from time to time, at the Company's absolute discretion. Save for the unilateral right of the Company to amend the CIBS Schedule, no variation or modification of any of the terms of this Agreement shall be valid unless the same shall have been made in writing and signed by the parties hereto.
b. No waiver by either party hereto of a breach of any one or more of the provisions of this Agreement shall operate or be construed as a waiver of a previous or a subsequent breach whether of the same or of a different provision/s.
c. A waiver by the Company shall not be valid unless it is in writing and is signed by the Company.
d. No failure or delay on the part of either party hereto in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of such power or right preclude any other further exercise thereof.
18. ASSIGNABILITY
a. This Agreement is personal to the Agent who shall not be entitled to assign the rights and obligations hereunder to any person whomsoever.
b. The Company shall be entitled to transfer or assign partially or entirely, any of its rights and obligations under this Agreement to another party in any way without the prior written consent of the Agent.
19. TENURE
a. This Agreement shall commence from the date first above written and shall remain in force and effect until terminated by either party in accordance with the terms hereof.
20. INDEMNITY
a. The Agent undertakes to fully indemnify, defend and hold harmless the Company from and against any and all claims, costs, expenses, damages, losses, actions and/or liabilities, actual or threatened against the Company:
1. arising from or due to any unauthorised action, publication or statement by the Agent; or
21. COMPLETENESS
a. This Agreement and the CIBS (Commission, Incentives & Benefit Structure) Schedule and/or any altered or varied Compensation Schedule endorsed by the Company and declared to be in force from time to time represents the whole of the terms of the Agency created between the Company and the Agent.
22. NOTICE
a. Any notice to the Agent in connection with or given pursuant to this Agreement shall be sufficiently given if delivered personally or sent by registered post to the Agent's last-known address or the address of the Unit to which he belongs. Any notice to the Company in connection with or given pursuant to this Agreement shall be sufficiently given if delivered personally or sent by registered post to the Company's address as set out in the header of this Agreement. Proof of posting shall be deemed to be proof of receipt on the fifth day after posting.
23. SEVERABILITY
a. Each of the provisions of this Agreement is severable and distinct from the others and if at any time one or more of such provisions is or becomes invalid, void and/or illegal the enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
24. GOVERNING LAW
a. This Agreement shall be construed, interpreted and governed by the laws of Malaysia and the parties hereto agree to submit to the non-exclusive jurisdiction of the courts of Malaysia.
25. MISCELLANEOUS
a. In this Agreement, unless the context otherwise requires, words importing the singular shall include the plural and vice-versa and words importing a gender shall include every gender and reference to persons shall include bodies incorporate and unincorporate.
b. The headings of the Clauses in this Agreement serve only as a general guide and shall not be taken into account in the interpretation of any particular clause or of this Agreement as a whole.
c. References in this Agreement to clauses are to clauses of this Agreement and any references to the Compensation Schedule, where it appears, are to the Compensation Schedule which is issued separately to this Agreement.
d. References in this Agreement to any law, rules, guidelines or orders shall include such law, rules, guidelines or orders as may be amended from time to time.
