Advisor Agreement

This advisor agreement (“Agreement”) is made on

Between

  • Vorwerk Malaysia Enterprises Sdn Bhd (Company Registration Number 202401029759 (1575607-V)), a company incorporated in Malaysia with its business address at Level 8 & 9, Menara UAC, No. 12, Jln PJU 7/5, Mutiara Damansara, 47800 Petaling Jaya, Selangor (“Company”);

And

  • The person whose name and details appear in Appendix 1 of this Agreement (“Advisor”);

(the persons in (1) and (2) above each a “Party” and collectively the “Parties”).

Recitals

  • The Company is in the business of selling household appliances, and in particular the kitchen appliance known as Thermomix® and other products related to Thermomix® (“Product”) through direct selling.
  • The Company is desirous to appoint advisors in Malaysia to carry out direct sales of the Product to potential and existing customers in Malaysia.
  • The Company agrees to appoint the Advisor and the Advisors agrees to be appointed as a direct sales agent to sell the Product through direct sales activities to customers in Malaysia in accordance with the terms of this Agreement.

Now it is hereby agreed as follows:

  • DEFINITIONS
    • In this Agreement, unless the context otherwise requires, the following definitions shall apply:
  • “Advisor” means the person whose name and details appear in Appendix 1;
  • “Advisor Obligations” means the Advisor’s obligations set out in this Agreement;
  • “Agreement” means this agreement made between the Company and the Advisor that comprises these terms and conditions, the Newcomers Enrolment Form and the Commission Plan;

“Authority Card” means the card issued by the Company to be carried by the Advisor and shown to Customers or potential Customers during any sale negotiation, and which must contain (i.) the name and address of the Advisor; (ii.) the name, address and telephone number of the Company; (iii.) the signature of the authorised person of the Company; (iv.) the Company’s direct selling licence number; (v.) a photograph of the Advisor that is compliant with applicable law;

  • “Commission” means the commission defined in the Commission Plan;
  • “Commission Plan” means the Success Plan (or any replacement document, however titled, that the Company may issue from time to time) which sets out all aspects of Commission, Commission Rates and, where the Advisor has signed-up to the Newcomer Programme, sets out the Preferential Pricing;
  • “Commission Rates” means the rates of commission which are set out in the Commission Plan in respect of the Product and that applies at the time of the sale of the Product and which may be amended by the Company from time to time;
  • “Success Plan” means the applicable sale goals imposed on the Advisors from time to time at the Company’s discretion, which is communicated to the Advisor through post or electronic means from time to time at the Company’s discretion, where the Company shall inform the Advisor of such sales goals 30 days prior to the effective date of such goals by post or by electronic means such as email;
  • “Confidential Information” means any information (whether written, oral or in electronic form) concerning the business and affairs of a Party that the other Party obtains or receives as a result of the discussions leading up to or the entering into or the performance of this Agreement and which would be regarded as confidential by a reasonable business person including, without limitation, all business, statistical, financial, marketing and personnel information, customer or supplier details (including Customer Data), know-how and trade secrets of the disclosing Party;
  • “Customer” means any person, company or other organisation who attends a demonstration of the functions of the Product by the Advisor and purchases the Product or any related product in any sales channel;
  • “Customer Data” means any data or information, in whatever form, supplied by a Customer or a potential Customer to the Company or to the Advisor from time to time, including any Customer Personal Data;
  • “Customer Order” means a correctly and fully completed order form, stating one or more of the Product to be purchased from the Company in the format required by the Company;
  • “Customer Personal Data” means any Personal Data relating to any Customer or potential Customer;
  • “Data Protection Laws” means any relevant laws and regulations relating to the use or processing of personal data including the Malaysian Personal Data Protection Act 2010 and any guidelines, directives and codes issued thereunder;
  • “Data Subject”, “Personal Data”, and “Processing” has the respective meanings as defined in the PDPA;
  • “Full Payment” means the receipt by the Company of cleared funds for the full amount due from a Customer following a Customer Order accepted by the Company;
  • “Group” means collectively, the Company and any holding company and any subsidiary of the Company and such company that is a related company as defined in the Malaysian Companies Act 2016;
  • “Group Company” means any entity belonging to the Group;
  • “Newcomer Enrolment Form” means the form that the Advisor is required to complete if he or she enrols on the Newcomer Programme. If the Advisor enrols in the Newcomer Programme, the Newcomer Enrolment Form will form part of this Agreement;
  • “Newcomer Programme” has the same meaning as defined in the Newcomer Enrolment Form;
  • “PDPA” means the Malaysian Personal Data Protection Act 2010, and shall include all guidelines, regulations and codes related to personal data protection in Malaysia;
  • “Preferential Pricing” has the meaning as defined in the Newcomer Programme;
  • “Product” means the kitchen appliance developed and manufactured by the Group known as Thermomix® and has the same meaning as the definition ‘Thermomix’ in the Newcomer Enrolment Form;
  • “Product Intellectual Property” means all trademarks (including the mark and logo Thermomix®), service marks, business names, goodwill and the right to sue for passing off, domain names, design rights, database rights and rights in confidential information whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, owned or used by the Company or any Group Companies in connection with the manufacture and marketing of the Product;
  • “Sale” means a Customer Order for one or more Products accompanied by (i.) Full Payment; or (ii.) a deposit received in full by the Company if the Company agrees in writing to accept a payment in tranches, provided arrangements for the remaining payments have been made and accepted by the Company; or (iii.) an approval from a finance company has been received by the Company if a finance option acceptable to the Company has been chosen by the Customer;
  • “SST” means sales and services tax;
  • “Territory” means the territory of Malaysia;
  • “Vorwerk" means Vorwerk International Strecker & Co. and any Group Company or associated company of Vorwerk, including but not limited to the Company, Vorwerk & Co. KG and Vorwerk International AG.
  • DEPOSIT AND DEMONSTRATIONS
    • The Parties agree that the Advisor may demonstrate and sell the Product by means of direct selling to seek orders from Customers and potential Customers in the Territory on behalf of the Company.
    • Upon execution of this Agreement, the Advisor shall pay to the Company a refundable deposit amounting to MYR 2,500 (“Deposit”). Upon receipt of the Deposit, the Company will provide the Advisor with a Thermomix® TM6 appliance (“Demonstration Appliance”) to enable the Advisor to demonstrate and sell the Products.
    • The terms in relation to the Demonstration Appliance as indicated in the Newcomer Enrolment Form shall apply.
  • SALE AND COMMISSIONS
    • Sales concluded by the Advisor under the Newcomer Programme shall be in accordance with and subject to the terms and conditions of the Newcomer Enrolment Form.

At the end of the Newcomer Programme, the Advisor shall purchase the Demonstration Appliance in accordance with the terms the Newcomer Enrolment Form.

The Deposit shall be refunded to the Advisor upon fulfilment of the conditions in the Newcomer Enrolment Form.

    • All terms in relation to the commission, following a Product demonstration undertaken by the Advisor to a Customer, the Advisor conclude a Sale by the Customer, the Company will pay the Advisor a Commission in respect of that Sale in accordance with the terms of the Commission Plan. For the avoidance of doubt, the Advisor must only use the Customer Order prescribed by the Company and any other form purporting to be an order from a Customer shall not be accepted by the Company.

In the month after which Full Payment is received by the Company in respect of any such relevant Sale, the Company will raise an invoice on behalf of the Advisor in respect of the Commission due (including any applicable tax payable, as may be notified by the Advisor to the Company). The Commission due will then be banked into the Advisor’s bank account as indicated in Appendix 1 by the 20th of the Month following the Month in which the Sale was made in accordance with the Commission Plan, provided the Advisor’s relevant activities are reported to the Company in a timely manner.

Commissions cannot be paid into a commercial or business bank account, but only to an individual bank account. If the bank details of the Advisor provided in Appendix 1 is incorrect, the Commission will be withheld until correct bank details are received.

If for any reason a Sale for which the Advisor had received Commission is not completed or is cancelled, returned or rejected, the Advisor agrees to repay to the Company any Commission previously paid to it relating to that Sale within 10 days of the Company’s written request to this effect. the Company shall be entitled to deduct such amount from any other payments due to the Advisor from the Company at its absolute and sole discretion without further notice. These payment deductions may be split over multiple commissionable periods if the full amount cannot be reclaimed in one commission invoice.

  • ADVISOR’S OBLIGATIONS
    • In order to demonstrate the Product to a Customer or potential Customer, the Advisor undertakes and agrees to first:
      • enrol in the Newcomer Programme, except that if it already has custody of current Product that is being marketed;
      • ensure it is able to make the declarations in the new advisor declaration in Appendix 3 of this Agreement and sign the same; and
      • hold the latest version of the Product, and if the Company introduces a new or updated version of the Product during the term of the Advisor’s Agreement, then the Advisor must purchase that version from the Company before it may continue to demonstrate the Product to any Customers or potential Customers. The Company may but is not obligated to agree with the Advisor the payment mechanisms for such purchase.
    • The Advisor agrees that it will comply with all Advisor Obligations. The Advisor will not promote any products or services other than Vorwerk products and services to Customers or potential Customers during its demonstrations of the Product.
    • In order to place an order for one or more Products from a potential Customer, the Advisor must complete and submit a Customer Order to the Company.
    • The Advisor agrees to provide timely updates of its demonstration and sales activity to the Company regularly and promptly.
    • The Advisor is only authorised to seek orders from Customers and potential Customers for the Product at the retail price set by the Company in accordance with the terms of this Agreement. The Advisor has no authority to seek orders from Customers based on negotiated prices or any altered specifications of the Product with any Customer or potential Customer. Additionally, the Advisor is not authorised to buy any items at a reduced rate during an incentive period in bulk, with the sole intention of selling these products on to a third party at a price below the Company’s full retail price. Gifts that are given to the Advisor in good faith as a tool for furthering its business should not be sold as a basis for income.
    • The Advisor agrees to conduct its business in accordance with all applicable laws in an honest and ethical manner and operate in a competent and efficient manner so as to promote and uphold the good names and reputations of Vorwerk, the Product and the trademark Thermomix® at all times. The Advisor will, in particular, comply with the Consumer Protection Act 1999 and related regulations to the extent applicable when seeking and obtaining orders for the Product.
    • The Advisor will not utilise any marketing techniques, advertising, circulars or documents that may or will have the effect of damaging the goodwill and reputation of Vorwerk, the Product or the trademark, Thermomix®. The Advisor will not advertise any offer relating to any Products or any of the Group’s other products or services other than the authorised and advertised Vorwerk offers made available to the Advisor for that purpose and only for any given period for such offers.
    • The Advisor shall not to make any defamatory or disparaging comments about the Company, Vorwerk, or any Vorwerk competitor or their products.
    • The Advisor shall not use modifications of any words including but not limited to “Thermomix”, “Bimby”, “Kobold”, “Foletto” or “Vorwerk” in the Advisor’s profile names (on, inter alia, the Advisor’s social media platforms, identification documents, webpage or groups etc.) such as “Thermomixie” “Thermobeautie”; instead the Advisor may use words where such words are kept intact, for example “Anna Thermomix fan”.
    • The Advisor must always stipulate on its webpage or group that it is an independent Vorwerk Advisor to indicate that it does not work for nor is it employed by the Company.
    • The Advisor is responsible for all costs and expenses incurred by it in connection with its activities under this Agreement and the Advisor is not entitled to be reimbursed for such costs and expenses by the Company or to pass such costs and expenses on to Vorwerk or the Group. Without prejudice to the generality of this Clause, the Advisor will be responsible for all costs and expenses relating to stationery, information technology, telephone, travel, property and accommodation, refreshment, utilities and administrative costs involved in it acting as an advisor and demonstrating, taking orders from and selling the Product to a Customer or a potential Customer.
    • The Advisor shall not buy the Product in its own name for resale. Any orders that are purchased in the Advisor’s own name are non-commissionable orders. Customer orders should never be delivered to the Advisor’s home address unless the Customer has explicitly requested it. The Advisor shall not purchase goods on behalf of a Customer in its own name or pay on behalf of a Customer.
    • The Advisor shall ensure that the amount of Products purchased pursuant to this Agreement is a reasonable amount that can be expected to be resold within a reasonable period of time after purchase.
    • If the Advisor is required by law to be registered for SST, it must do so immediately and inform the Company of its SST registration number and provide evidence of it.
    • The Advisor shall only use content and materials produced by the Company when representing the Company and/or making representations as to the Product. No claims, statements, disclosures, representations or warranties that are not printed in Vorwerk’s printed materials will be made in either selling the Product or in the recruitment of prospective advisors. The Advisor must not use misleading, deceptive or unfair recruiting methods, make unrepresentative or exaggerated earnings claims, or supply any promotional or training materials or items to any other Advisors.
    • When making an appointment to visit a Customer or potential Customer, the Advisor will produce its national registration identification card and Authority Card, inform the Customer as to the purpose of the visit immediately and, if the visit is likely to last more than 15 minutes, inform the customer as to the likely length of the visit, and otherwise comply with the provisions of the Direct Sales and Anti-Pyramid Scheme Act 1993. The Advisor shall leave the premises at the request of the occupier of the premises or any person acting with the actual or implied authority of the occupier, whether such person is the Customer or otherwise. Unless a prior appointment is made with the Customer or potential Customer, the Advisor shall not visit the Customer or potential Customer on any public holiday (including if the public holiday falls on a Friday or Sunday), and on any day during the hours of between 12am to 9am and between 7pm to 12am.
    • The Advisor must not provide any training for any other advisors or potential new advisors which is not free training approved by the Company.
  • LIABILITY AND INDEMNITY
    • If the Advisor breaches any terms of this Agreement or the Advisor is negligent and as a result, the Company suffers any loss, cost, expense or other liability from such breach or negligence, the Advisor shall fully indemnify the Company for such loss, cost, expense or other liability.
    • Other than seeking Customer Orders from Customers, the Advisor shall not assume any obligation on behalf of, or in the name of, the Company or any Group Companies and the Advisor shall not make any representations, guarantees or warranties regarding the Product other than those that it is expressly authorised to make by the Company. The Advisor shall not act in any other way that will incur any liabilities on behalf of the Company nor offer any of the Company’s credit, unless the Advisor is expressly authorised to do so by the Company in writing.
    • The Advisor shall not, except with the Company’s prior written consent, during the term of this Agreement and for a period of 6 months after it has been terminated, be involved directly or indirectly in any capacity with the provision, distribution, manufacture, development, demonstration or sale of goods or services that compete with the Product.
  • MARKETING COMMUNICATIONS
  • The Group’s marketing team sends vital marketing communications to advisors who opt in. If the Advisor would like to receive these communications, it must sign up to receive them in the “Marketing Consent” in Appendix 2 to this Agreement.
  • INTELLECTUAL PROPERTY RIGHTS AND DATA PROTECTION 
    • The Company processes Personal Data of the Advisor in accordance with its Privacy Policy located at www.Vorwerk.com.my. The Company will also provide the Advisor with a copy of the latest version of tis Privacy Policy on request at any time.
    • The Advisor shall comply with the provisions and obligations imposed on it by the Data Protection Laws when processing Customer Personal Data in connection with this Agreement. Such processing shall be in respect of the following:
      • categories of Data Subjects - Customers, potential Customers, potential Advisors;
      • types of Personal Data - name, email address, address, phone number;
      • purpose and nature of processing - to provide the services under or in connection with this Agreement, to contact Customers about demonstrations, to contact potential Advisors about career opportunities, to process orders by passing the Customer’s information to the Company;
      • duration of processing - the term of this Agreement.
    • To the extent that the Advisor processes any Customer Personal Data on the Company’s behalf, it shall:
      • comply with the provisions and obligations imposed under the PDPA;
      • comply with the Company’s instruction on handling Customer Personal Data, including providing the Company’s personal data protection notice to Customer and collecting Customer’s consent for the processing of Customer Personal Data; and
      • not disclose any Customer Personal Data to any Data Subject or to a third party other than at the Company’s written request or as expressly provided for in this Agreement, unless disclosure is required by the law.
    • In the event the Advisor receives any complaint, notice or communication which relates to the processing of Customer Personal Data by it, or to either the Company or the Advisor’s compliance with Data Protection Laws, or if the Advisor suffers a personal data breach, the Advisor shall immediately notify the Company and provide the Company with reasonable co-operation and assistance in relation to any such complaint, notice, communication or personal data breach.
    • Without affecting the Advisor’s obligations under Clause 7.2, the Advisor agrees:
      • not to make marketing calls or instigate marketing communications with any Customer or potential Customer unless it has clear evidence that the individual has informed the Advisor or the Company that they wish to receive such calls or other marketing communications; and
      • before making any marketing call or other marketing communication, to check that the relevant individual has not opted out of such communications.
    • The Advisor shall ensure that its own Personal Data that is used by the Company for administrative purposes (such as but not limited to name, address, telephone number, email address) and any Customer Personal Data is accurate and up-to- date, and the Advisor must promptly notify the Company of any changes to such data.
    • The Parties acknowledge and agree that all intellectual property rights in the Customer Data (including without limitation the material published on it) and the Product Intellectual Property are and will remain the property of the Company.
    • In consideration of the payment of the Commission by the Company and the mutual rights and obligations of the Parties under this Agreement, the Advisor hereby assigns to the Company any intellectual property rights in any Customer Data and any other content or material that it may create under this Agreement, including by way of present assignment of future rights. The Advisor shall execute such confirmatory assignments as may be required by the Company.
    • The Advisor shall not remove, alter or otherwise tamper with any trademarks, trade names, logos, numbers or other means of identification on any Product or its packaging which come into its possession, custody or control, and it shall not place any trademark or trade name of its own on the Product or any packaging or other materials used in connection with it.
    • The Company hereby grants the Advisor a limited, non-exclusive, royalty-free, personal, non-assignable, non-sublicensable licence to process the Customer Data in the Territory to the extent reasonably necessary for the purpose of this Agreement.
  • RELATIONSHIP OF THE PARTIES
    • The relationship between the Company and the Advisor will be that of a seller of products and services and self-employed independent agent and nothing in this Agreement shall render the Advisor an employee, worker or partner of the Company or any other Vorwerk Group Company. The Advisor agrees that it is solely representing the Company’s brand when in communication with third parties in relation to the Company’s products and services.
    • The Advisor must ensure that it is aware of the Company’s complaints procedure and refer any complaint it receives to the Company immediately. The Advisor must ensure familiarity with complaint procedures and regulations adopted by the Company.
    • The Advisor shall conduct business in accordance with applicable rules set out in the policies that the Company may adopt from time to time and in accordance with the applicable law.
    • The Advisor agrees to submit to any compliance audit required and undertaken by the Company either internally or through its appointed external consultants.
    • The Advisor is not obliged to perform any work for the Company of any nature whatsoever, and if it decides to perform any work then it is not obliged to perform such work at any particular time or from any particular location in the Territory and it is not obliged to contact or facilitate any minimum number of demonstrations or promotions of the Product. Similarly, neither the Company nor any other Group Company is obliged to provide the Advisor with any work or facilitate any introductions between the Advisor and any Customer or potential Customer.
    • The Advisor is free to conduct any other work or business and to hold any employment at its discretion subject to Clause 5.3 and Clause 8.7 of this Agreement.
    • The Advisor must not work or be engaged in any capacity in any form of credit broking which shall include the effecting of introductions and/or the negotiation and/or otherwise being involved, concerned or interested in the provision of any form of interest-bearing consumer finance.
    • As the Company is not the Advisor’s employer, The Advisor is fully responsible for and shall indemnify the Company and all other Vorwerk Group Companies for and in respect of any liabilities suffered due to:
      • any income tax, provident funds, insurances and social security contributions and any other liability; and
      • any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Advisor arising out of or in connection with this Agreement.
    • The Company and any Group Company may, at their option, deduct such amount of indemnity (in whole or in part) from payments due from the Company to the Advisor.
  • CONFIDENTIALITY
    • Both Parties will cooperate with each other and provide such information and assistance as the other may reasonably require in order to fulfil their respective obligations under this Agreement.
    • Except with the consent of the disclosing Party, or required under this Agreement or by law, a court order or by any relevant regulatory or government authority or to the extent that information has come into the public domain through no fault of the receiving Party, each Party shall keep secret and shall not use or disclose, and shall use reasonable endeavours to prevent the use or disclosure by or to any third party, any Confidential Information belonging to the disclosing Party received or obtained as a result of entering into or performing this Agreement. This obligation applies both during and after the termination of this Agreement without any time limit. The Advisor acknowledges and agrees that Customer Data is Confidential Information belonging to the Company.
  • TERMINATION
    • The Advisor may terminate this Agreement at any time by giving to the Company 30 days prior written notice of termination.
    • The Company may terminate this Agreement for any reason by giving the Advisor at least 30 days’ prior written notice at any time. For the avoidance of doubt, if the Advisor receives a 30 days’ notice of termination under this Clause, any remedial measures taken by the Advisor during such notice period will not affect the termination of this Agreement unless otherwise expressly agreed by the Company in its absolute discretion.
    • Notwithstanding Clause 10.2, this Agreement may be terminated by the Company immediately if:
      • the Advisor commits a material breach of any of the terms and conditions set out in this Agreement;
      • the Advisor brings the name of the Company or any other Group Company, the Product or the trademark Thermomix® into disrepute;
      • the Advisor does not submit a valid Customer Order in any consecutive 90-day period;
      • the Advisor is not contactable by the Company and the Advisor does not contact the Company for one consecutive month; or
      • Vorwerk ceases, for any reason, to distribute, sell or supply the Product in the Territory; or
      • the Advisor is found to have physically or verbally abused any employee of Vorwerk, or another Vorwerk advisor.
    • If this Agreement is terminated for any reason, the Advisor shall be released from all future contractual liabilities towards the Company under this Agreement, except:
      • any liability to pay the price of the Products already supplied to the Advisor by the Company where the Advisor has not returned such products to the Company in accordance this Agreement;
      • Clause 5.3 relating to restrictions to compete with Vorwerk’s business after termination of this Agreement shall remain in force after the date of termination; and
      • any other provisions in this Agreement expressed to remain in force upon termination shall so remain in force, including the confidentiality obligations in Clause 9.
    • Upon termination of this Agreement for any reason:
      • each Party shall immediately return to the other all Confidential Information, correspondence, documents, papers and property belonging to the other which they have in their possession or which is under their control, except that the Company may, during and after the termination of this Agreement, be entitled to retain and utilise Customer Data;
      • the Advisor shall return all demonstration materials and retain no copies of the same;
      • the Advisor shall:
        • cease to promote, market, advertise or sell the Product or any product related to the Product;
        • cease use of all Customer Data and any Product Intellectual Property; and
        • cease all related activities under or in connection with this Agreement concerning Customers, potential Customers and potential advisors. 
    • Upon the effective termination of this Agreement or at the end of the Newcomer Programme, the Advisor shall purchase the Demonstration Appliance in accordance with the terms indicated in the Newcomer Enrolment Form.
    • The Advisor may cancel this Agreement without penalty within 10 working days from entering into this Agreement by giving a written notice of cancellation to the Company at its registered office address set out above and:
      • The Deposit shall be refunded to the Advisor in full and the Advisor shall require the Company to repay the Advisor any monies which the Advisor has paid to or for the Company’s benefit or any of its other advisors in connection with the Advisor participation in this scheme; and
      • the Advisor may return to the Company’s address referred on the first page of this Agreement the Demonstration Appliance, any Products and related materials (including training and promotional materials, business manuals and kits) which the Advisor purchased under the Company’s direct selling scheme within 10 days of the date of cancellation and which remain unsold, provided that the Demonstration Appliance and such unsold Products remain in the condition in which they were in at the time of purchase, whether or not their external wrappings have been broken as long as the Products are resealable, and may recover any monies paid in respect of such Products; and
      • the Advisor may cancel any services which it may have ordered under the direct selling scheme within such 10-working day period and may recover any monies paid in respect of such services, provided that such services have not yet been supplied to it.
    • In order to recover  any monies paid in accordance with Clause 10.7(a) and Clause 10.7(c), the Advisor must give notice to the Company requesting the repayment of such monies (and if applicable, return to the Company any promotional or training materials purchased by the Advisor to the Company’s address) within 10 days of the date of cancellation and the Company shall repay such monies within 10 days from the date of such notice.
    • In order to recover monies paid for Products and related materials under Clause 10.7(b) above, the Advisor must deliver the Products and related materials to the Company within 10 days of the date of cancellation to its address. The Advisor shall bear the cost of such delivery. The Company shall pay the monies paid in respect of the said Products and related materials to the Advisor upon their delivery to the Company, or forthwith and in any event within 10 days from the date of cancellation if the Products and related materials have not yet been delivered to the Advisor.
    • If the Advisor terminates this Agreement more than 10 working days after entering into it, or if the Company terminates this Agreement in accordance with this Clause 10, the Advisor:
      • may cancel any outstanding personal orders and immediately receive a full refund of any prepayment for orders not received; and
      • may, at the Company’s expense, return any Products purchased from the Company within 90 days prior to such termination and the Company shall fully refund to the Advisor the price paid by the Advisor to the Company for such goods less 10% handling charge (which will not be imposed if the Company terminates this Agreement), and if the condition of any such Products has deteriorated due to the Advisor’s actions, omission or default, less an amount equal to any diminution in the value of the goods returned to the Company resulting from such deterioration, provided that such Products were not purchased or acquired in breach of this agreement; and
      • may return to the Company any Products, training and promotional materials, business manuals and kits which the Advisor has purchased under the Company’s scheme more than 90 days but within one year prior to such termination and which remain unsold for the full price that the Advisor paid for them, less an amount equal to (i.) any commissions, bonuses or other benefits (in cash or in kind) received by the Advisor in respect of those Products; (ii.) any amount due from the Advisor to the Company on any account; and (iii.) a 10% handling charge, provided that:
        • such Products have not been purchased or acquired by the Advisor in breach of this Agreement;
        • the Advisor returns such Products to the Company in an unused, commercially resaleable condition not more than 10 days after the date of termination; and
        • seasonal, discontinued or special promotion Products may not be returned / part of this buy-back provision unless the Company did not clearly inform the Advisor that such Products are seasonal, discontinued or is part of a special promotion prior to the purchase that the Products by the Advisor.
    • In the unlikely event of a defect with the Product owned by the Advisor, the warranty documents and the terms and conditions for the Product provided on Vorwerk’s website at Vorwerk.com.my shall apply. Subject to the product warranty, the terms implied by Sections 15 to 17 of the Sale of Goods Act 1957 are, to the fullest extent permitted by law, excluded from this Agreement.
    • The Advisor may, any time during the term of this Agreement, request in writing that the Company re-purchase any Product which was purchased by the Advisor at any time within 6 months of the date of such request, provided:
      • the Company may impose a handling charge not more than 10% of the amount of refund;
      • such Products are returned to the Company in an unused, commercially resaleable condition within 14 days after the request for repurchase is made; and
      • such Products have not been purchased or acquired by the Advisor in breach of this Agreement.
  • LIMITATION OF LIABILITY
    • Except for any liability which the Company cannot by law limit or exclude, the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to MYR 30,000.
    • The Company shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses or any loss of profit, business or contract.
  • GENERAL TERMS
    • The terms of the documents comprising this Agreement, being these terms and conditions and the Commission Plan, as the same may be altered from time to time, each of which separate documents are by this reference hereby expressly incorporated into the Agreement, set out the entire agreement and understanding between the Parties and supersede all prior agreements, understandings or arrangements (whether oral or written) in respect of the subject  matter of this Agreement.
    • Each Party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, neither Party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
    • No single or partial exercise or failure or delay by either Party in exercising any right, power or remedy available to it shall constitute a waiver by that Party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under this Agreement or otherwise.
    • 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 address as that Party may have specified to the other Party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in the first page of this Agreement (for the Company) or in Appendix 1 (for the Advisor); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day (Monday to Friday excluding Public Holidays) after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
    • Neither Party shall be deemed to be in breach of this Agreement, or otherwise liable to the other, by reason of any delay in performance or non-performance of any of its obligations under this Agreement to the extent that such delay or non-performance is due to any unforeseen circumstances beyond that Party’s reasonable control. In the event such circumstances continue for a continuous period of 10 days, then the party not affected by the circumstances has the right to terminate this Agreement and if so terminated, the Advisor shall return any Products that are unsold and not paid for, and the Company shall make payment of commission for completed Sales prior to the termination of this Agreement. Clauses 10.5 and 10.6 shall apply. Thereafter, the Parties shall have no claims against each other, save for antecedent breaches.
    • This Agreement and any dispute, claim or obligation (whether contractual or non- contractual) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the laws of Malaysia and the Parties irrevocably submit to the exclusive jurisdiction of Malaysian courts.
    • This Agreement is effective on the date indicated at the beginning of this Agreement.
    • The Advisor must not assign or otherwise transfer the rights hereby granted to any other person, firm or body corporate without the Company’s express prior written consent.

 

APPENDIX 2

Marketing Consent

Please tick below if you would like to be contacted by the Company with information about our goods and services from all of Vorwerk’s divisions (Thermomix® and Kobold) that we feel may be of interest to you and for other marketing purposes, such as contacting you about offers, promotions, incentives, events and new products. You can unsubscribe at any time by emailing us to malaysia_singapore@vorwerk.com or by following the unsubscribe link within the marketing communication sent to you.

by email

by SMS

by post

by telephone 

Please tick here if you consent for us to disclose your personal data to our Group Companies (including Vorwerk SE & Co. KG) so that they can provide you with information, via email, about their goods or services. You can unsubscribe at any time by following the unsubscribe link within the email.

We will process your personal data in accordance with our Privacy Policy at https://vorwerk.com.my.

  • Advisor No:

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    APPENDIX 3

     

    New Advisor Declaration

     

    I,                                                                               (Advisor No.                                    ) hereby:

    1. agree to undertake the initial 90 day programme for new Advisors;

    2. confirm that I have the right to work in Malaysia and will inform the Company if my status changes;

    3. acknowledge that I am requested to read and ensure that I understand the terms of the Advisor Agreement and, if I do not understand any of the terms, I am strongly encouraged to contact for Company to have any questions answered before proceeding to apply to become an Advisor. I have read and agree to the terms and conditions of the Advisor Agreement; and

    4. declare that I have not been convicted of a criminal offence or the subject of a caution. I am not currently the subject of a criminal proceeding, investigation, reprimand, written warning, a bound overorder or a civil action or been the subject of an investigation into allegations of misconduct or malpractice in connection with any business activity (whether spent or not and/or whether in Malaysia or not).

     

    • Advisor No:

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    • Advisor No:
  • Executed for and on behalf of VORWERK MALAYSIA ENTERPRISES SDN BHD:

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    • NRIC / Passport number
  • Position
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