NorthLight Consulting's Associate Referral Agreement
Basic Requirements for NL Associate:
- Signed Hardcopy of NL Associate Referral Agreement 2017 ;
- Annual Admin fee S$28 ;
- Attend NL Associate Training (min. 1 /month);
- Business Customer Referrals (min. 1 /month);
- Photocopy of NRIC (front & back copy).
Agreement Terms and Conditions:
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This Associate Agreement sets forth the terms and conditions under which NorthLight Consulting & Services Pte Ltd ("NLCS") and you (the "Associate") have agreed that the Associate will participate in the "Associate Programme". This Agreement and any annexure or schedule together replace and supersede any other agreement whether entered into orally or in written form with NLCS.
BY ENTERING YOUR NAME AND SIGNING ON THE ELECTRONIC SIGNATURE BOX PROVIDED AND / OR CLICKING "YES" TO THE BOX WHICH STIPULATES "I AGREE TO THE TERMS AND CONDITIONS" YOU SIGNIFY YOUR AGREEMENT AND SHALL BECOME LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH THEREIN, WHICH MAY BE AMENDED FROM TIME TO TIME.
Associate’s Relationship to NLCS
1. The NLCS Associate Agreement does not constitute the Associate as agent, legal representative, owner, partner, employee, officer, or servant of NLCS for any purpose whatsoever.
2. The Associate shall be an independent contractor and is in no way authorized to make any license, contract, agreement, warranty or representation on behalf of NLCS, or to create any obligations expressed or inspired on behalf of NLCS whether relating to the Government Grant programs, products and services represented by NLCS or otherwise unless expressly authorized in writing by NLCS.
LIMITATION OF LIABILITY
3. Under no circumstances shall NLCS be liable for any act, omission, debt or other obligation of the Associate.
4. The Associate shall indemnify and hold NLCS harmless against any such claim and the cost of defending such claims arising directly or indirectly in connection with the Associate’s operation of the associate program.
5. NLCS shall not be liable for indirect, special or consequential damages, or any loss of revenue, profits arising in connection with this Agreement, even if NLCS has been advised of the possibility of such loss.
6. The aggregate liability arising with respect to this Agreement will not exceed the total associate fees paid or payable under this Agreement.
7. NLCS shall likewise hold the Associate harmless against any such claim and the cost of defending such claims arising directly or indirectly in connection with NLCS’s breach of this Agreement.
IP LICENCING AND TAMPERING
8. NLCS’s marketed products and contents (including licenses for any software) are protected by related intellectual property right laws and international treaties.
9. The Associate may not alter, merge, modify, or adapt contents in any way including reverse engineering, disassembling or decompiling.
PRODUCTS AND SERVICES
10. The Associate shall market and promote NLCS products & services to any Small Medium Enterprise (SME) company within Singapore, supported by NLCS corporate sales team.
PROFESSIONAL CONDUCT AND ETHICS
11. The Associate undertakes not to present false or misleading unreliable or doubtful facts/opinions to clients and undertake not to deliver unjustifiable and groundless promises to clients in order to induce the clients to enter into any agreement.
12. The Associate shall comply with all NLCS Marketing, and Confidentiality policies in this Agreement.
The Associate shall use only standard agreements, contracts, forms supplied by NLCS. Any alterations, deviations, additions are strictly subject to prior written approval and endorsement by NLCS.
IMPROPER BUSINESS PRACTICES
NLCS reserve the right to terminate an Associate account and this agreement with immediate effect, if it is found that Associate is exercising any Improper Business Practices or breach of its Confidentiality terms.
Failure on the part of NLCS to enforce the Associate’s strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
ORDER PROCESSING AND PRODUCTS PRICING
16. Orders, including the customer’s email and address, must be placed through NLCS.
17. NLCS’s Products price list and Associate sales commission are set out under ANNEX A attached, and NLCS reserves the right to adjust its prices over time, with prior notice given, or in our NLCS Associate events and training sessions.
18. No invoice, receipt or pricing information on orders the Associate places shall be communicated to the third party for whom the Associate is offering the services.
POLICIES AND PRICING
19. NLCS main products pricing and Associate referral sales commissions are set out under ANNEX A attached. Customers who sign up for the services through the Associate shall be deemed to be NLCS customers.
20. All NLCS rules, policies, and operating procedures concerning customer orders and customer service shall apply to those customers. With change to NLCS policies, operating procedures and prices may vary from time to time.
AGREEMENT DURATION AND TERMINATION
21. This NLCS Associate Agreement will begin on the effective date and will continue until 31 December 2017, unless terminated earlier in accordance with the provisions hereof.
22. Either the Associate or NLCS may terminate this Agreement at any time, with or without cause, by giving the other party 30 days written notice of termination.
23. This Agreement may be terminated by the Associate partner or by NLCS under the following:
• The Associate may terminate this Agreement at any time by notifying NLCS in writing at least 30 days prior to the proposed termination date, of the Associate’s intent to cancel this Agreement. The Associate assumes responsibility for complete payment and discharge, on or before the terminal date, of all obligations, both to NLCS and to other parties, incurred by the Associate.
• NLCS may terminate this Agreement at any time upon 30 days’ notice. Termination will ensue if the Associate has failed to make timely payment of any such monies owing to NLCS, or has violated or breach a provision of this Agreement or Confidentiality terms, and having been notified in writing of such default, has failed to remedy such default within 30 days of such notice.
24. Upon termination of this Agreement, the Associate shall immediately stop making any representation whatsoever that he/she is in any way associated or affiliated to NLCS. The Associate shall immediately destroy all his/her remaining unused NLCS name cards, all NLCS sales and marketing materials, pricing information, and any ID pass bearing NLCS’s name or logo. All used and unused pre-printed commission forms/agreements and reference materials belonging to NLCS must be immediately returned.
NON-COMPETITION CLAUSE
25. In the event the Associate and NLCS enter into negotiations with the same party, NLCS’s negotiations/agreements shall prevail. The Associate must also comply with all NLCS Confidentiality obligation terms stated in this Agreement.
CONVENANTS
26. The Associate agrees that it shall be reasonable to protect NLCS’s interest that during the term of the Agreement and for a period of one year after expiration or termination of this Agreement, regardless of the cause of termination, the Associate shall not directly or indirectly divert or attempt to divert any business that NLCS has been engaged in, during the term of this Agreement of, or any former or existing customers of NLCS to any competitor of NLCS.
OBLIGATIONS OF CONFIDENTIALITY
27. The Associate will maintain the confidentiality of all information obtained in relation to this Agreement or in the course of providing the services under this Agreement, including without limitation all NLCS products and services, pricing, marketing materials, manuals, practices, rules, policies, and operating procedures of NLCS and upon request shall deliver any documents, whether in physical or electronic form containing such information to NLCS or confirm in writing that such documents have been destroyed.
The Associate hereby agrees to hold and keep in strictest confidence any and all Confidential information, and shall take all steps and measures to minimize the risk of disclosure of the Confidential products and pricing information relating to NLCS, for the sole purpose of using for NLCS related sales of its products and services.
In any event that the Associate is responsible for any breach of this Agreement or by unauthorized disclosure, or unauthorized soliciting, or use of NLCS sales and confidential Information to other similar business competitor companies, NLCS reserved the rights to terminate the Associate from this Agreement with immediate notice, and recover all Associate referral fees payment if any.
RECOVERY OF FEES AND COMMISSIONS
28. In the event the Associate referred Customer’s application does not meet the conditions of the Government grants program application process, or found to have breach this Agreement terms, the Associate shall return any professional fees, or sales referral payment back to NLCS within (3) Three working days, upon given notice.
PERSONAL DATA
29. The Associate need to ensure the appropriate handling of personal data and privacy policies under the Singapore Personal Data Protection Act (PDPA). The Associate hereby agrees that NLCS may collect, store, process, disclose, access, review and/or use personal data (including sensitive personal data) provided by the Associate pursuant to or in connection with this Agreement, whether obtained from the Associate or from other sources, for the purposes set out in this Agreement and/or any other evaluative purposes and/or any of the following purposes:-
30. The Associate is entitled to have access to the personal information relating to him/her or other persons by making a written application to the Designated department (marketing@northlight-consulting.com) and specifying the type of information the Associate wants to see. NLCS reserves the right to charge a fee (representing its costs in administering the Associate’s request) for supplying such data and to refuse requests which, in its opinion, occur within unreasonable frequency.
31. NLCS has designated the person whose details are set out below as the person (“Designated Person”) who will be responsible for ensuring NLCS’s compliance with applicable data protection laws. If the Associate has any queries or requests or wish to make any applications concerning his/her personal information or data, please contact this email address: marketing@northlight-consulting.com GOVERNING LAWS
32. The laws of Singapore govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought to the courts located in Singapore, and the Associate irrevocably consent to the jurisdiction of such courts.
33. The Associate may not assign this Agreement, by operation of law or otherwise, without our prior written consent.
34. Subject to that restriction, this Agreement will be binding on and enforceable against the parties and their respective successors and assignees.
* ANNEX A - Product Pricing and information subjected to NLCS Changes, refer to NLCS Marketing team for the latest Update.