Reseller Services Agreement

OVERVIEW

This Reseller Services Agreement (also “Agreement”, “Reseller Agreement”, “Terms and Conditions”, “Reseller Terms and Conditions”,) is entered into by and between Armiena Group Sdn Bhd (also “Armiena Group”, “we’, “us”, and the Reseller (also “You”, “Your”, “Reseller”), and is made effective as of the date of electronic acceptance.

This Agreement sets forth the terms and conditions of your use of the Reseller (the “Reseller” or the “Services”. Your electronic acceptance of this Agreement signifies that you have read, understood, acknowledged and agreed to be bound by this Agreement, along with Armiena Group Sdn Bhd Terms of Service Agreement, which is incorporated herein by reference. The terms “we”, “us” or “Armiena Group” shall refer to Armiena Group Sdn Bhd. The terms “you”, “your”,, “Reseller” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. Armiena Group Sdn Bhd, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Armiena Group website (this “Site”). You acknowledge and agree that Armiena Group Sdn Bhd may notify you of such changes or modifications by posting them to this Site and your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, Armiena Group Sdn Bhd reserves the right to modify, update, and/or amend this Agreement from time to time at its sole and absolute discretion and without prior notice to the Reseller. All modifications, updates or amendments will be notified to the Reseller via the Platform and/or other methods of communication as prescribed by Armiena Group Sdn Bhd and by continuing to use the Platform after such modifications, updates or amendments have been posted and/or notified, you shall be deemed to have agreed to and accepted such modifications, updates or amendments.

PARTCIPATION IN RESELLER SERVICES

In order to enroll in Reseller Services, you need to submit your application through the RESELLER REGISTER FORM (physical or online form). All reseller signups are reviewed by us before deciding if an application is accepted. If we determine that your application is not suitable for the Reseller Service, it may be rejected for any reason.

RESELLER’S RESPONSIBILITIES

As a Armiena Group Trusted Partner – Reseller, you agree that:

–     It is your full responsibility to provide us with accurate account information and it is your responsibility to keep that information up to date. Such information includes, but is not limited to: reseller details, payment details or bank information. If by any means you fail to provide the requested data or the data is not accurate it may result in exclusion from reseller, temporary suspension or termination of your Reseller account and loss of any Commissions.

• You should not make any recommendations or take any actions that would result in a potential revenue loss for Armiena Group.
• You agree to permit Armiena Group to use your name/logo/image/trademark for purpose in promoting the Program and you further warrant to Armiena Group that you have the authority to grant us such right and license.
• You should not act in your own will as per modifying, copying or altering any banners, icons, graphics or any other content that is contained in Armiena Group  including but not limited to altering and modifying any copyright or trademark notices, without prior written approval from Armiena Group.
• You agree not to violate any applicable law.
• You should be loyal to Armiena Group and should not misuse its confidence and shall not damage Armiena Group reputation.
• Not to advocate, promote, or encourage violence or discrimination against any person, organization, or governmental entity.
• Reseller shall abide by the management and rules of Armiena Group and shall not disrupt the operation order of Armiena Group
• You shall not engage in economic or social activities that are detrimental to Armiena Group interests or illegal

If Armiena Group suspects or detects patterns of violations of the Reseller Agreement, Armiena Group reserves the right, as a result of Program Agreement violation, to suspend and/or terminate your Reseller account and cancel all Commission payments due

PROHIBITED ITEMS

1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services;
2. Body parts which includes organs or other body parts;
3. Child pornography which includes pornographic materials involving minors;
4. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
5. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
6. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
7. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;
8. Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts;
9.  Offensive goods, which includes literature, products or other materials that: (a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors (b) Encourage or incite violent acts (c) Promote intolerance or hatred;
10. Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals;
11. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
12. Any product or service, which is not in compliance with all applicable laws and regulations in Malaysia

RULES AND REQUIREMENTS

Reseller agreements highlight copious rules, including the following requirements:

• The reseller grant Armiena Group the non-exclusive right and license to use your name and logo in promoting the Program and you further warrant to Armiena Group that you have the authority to grant us such right and license.
• Armiena Group remain at all times the beneficial owner of all advertising and promotional materials using
• The reseller must accept all payment method issued by the payment network.
• The reseller may not require customers to pay a surcharge on payment card transactions.
• The reseller cannot authorize the transaction to include an estimated tip for transactions where a tip might apply.

UNDERTAKINGS OF THE RESELLER

The Reseller agrees and undertakes throughout the term of this Agreement that the Reseller shall:

• provide the Services without imposition of any surcharge, special charge or taking any security from the Reseller’s user(s) in relation to a Transaction;
• not require the Reseller’s user(s) to pay any part of the fees which the Reseller may be liable to pay Armiena Group hereunder whether through an increase in price or otherwise or to pay any contemporaneous finance charge in connection with a Transaction;
• not make any warranty or representation whatsoever in relation to the Services which may bind Armiena Group liable in any way whatsoever;
• not alter, copy, modify or tamper with any hardware or software provided by Armiena Group
• where required, comply with all security or encryption standards, rules and procedures imposed byArmiena Group;
• make connections to such other systems as Armiena Group may require from time to time;
• inform Armiena Group of any change in the particulars of the Reseller’s designated bank account; and
• maintain, throughout the term of this Agreement, adequate and competent personnel to operate the Services
• for food & Beverage services, the Reseller guarantees that the retail products, and/or food and/or beverages, and/or wholesale products provided, prepared and sold to End Users, are in good quality and safe for consumption. In the situation of any retail products, and/or food and/or beverages of Reseller are spoiled, defected, broken, or which results in food poisoning, allergies or other effect that will harm or disappointed by End User, Reseller will be personally responsible and/or legally liable for such incident, both material and immaterial, and release Armiena Group from any claim related to such matter.
• Armiena Group is authorized to collect payment on behalf of resellers
• Agree and accept Armiena Group commission rebate percentage as below:

No.	Product / Services	Client Type	Selling Price	Commission (based on selling price)
				1-time	Recurring
1.	SenangUrus ERP	Freemium	RM 0.00	–	–
		Manufacturer	RM 120.00	10%	5%
		Wholesaler	RM 90.00	8%	4%
		Retailer	RM 60.00	8%	4%
		Services	RM 120.00	10%	5%
		Hotel & Resort	RM120.00	10%	5%
		Custom	As per project	As per project	–
2.	SenangWeb	eCommerce	RM 9,000.00	10%	–
		Corporate	RM 8,000.00	10%	–
		Personal	RM 4,000.00	10%	–
		Single-Page	RM 2,500.00	10%	–
3.	Project-Based	–	RM 25,000 and below	10%	–
		–	RM 50,000 and below	12%	–
		–	RM 100,000 and below	15%	–
		–	RM 100,000 and above	20%	–

PAYMENTS

1.  All Transactions shall be made in Malaysia Ringgit.
2. The Reseller shall be liable to make payments due to Armiena Group arising from this Agreement in accordance with the provisions herein:
3. Armiena Group may revise its applicable fees and other charges from time to time and will notify the Reseller in writing (which period of notification shall be determined by Armiena Group at its sole discretion) of the date (the “Effective Date”) when the new fees or charges become payable. The Reseller shall confirm in writing to Armiena Group its acceptance or no acceptance of the new fees or charges on or before the Effective Date. If Armiena Group does not receive the Reseller’s written non-acceptance of the new fees or charges within the aforesaid period on or before the Effective Date, the Reseller shall be deemed to have accepted the new fees or charges and shall be bound to pay the new fees or charges from the Effective Date.
4. The Fees and charges payable by the Reseller under this Agreement are exclusive of any taxes, duties, fees or government levies which may be imposed now or hereafter.
5. All Fees and charges paid by the Reseller under this Agreement shall not be refundable in the event of termination of this Agreement howsoever caused.
6. Holdback applicable when: There is a dispute transaction. The hold back amount is equivalent to the transaction amount disputed. If the transaction disputed successfully (or Charge-back filed) against the reseller, the reseller needs to refund (the charge-back amount only) to the credit card holder. Otherwise, the payment will be released back to the reseller.
7. Payout frequency. Payout of settlement sum to the reseller is on every Monday (transaction Thursday), Tuesday (transaction Friday, Saturday & Sunday), Wednesday (transaction Monday), Thursday (transaction Tuesday), and Friday (transaction Wednesday). Armiena Group will deposit / transfer the statement sum into a designated bank account for the reseller.
8. Payout services per transaction RM1.00
9. The transaction will be settled in Malaysia Ringgit (MYR) and the place of settlement will be in Malaysia. It is recommended that the reseller should have its own account in the banks in Malaysia.
10. If there is an error in the withdrawal application process (the relevant information entered by the applicant is incorrect), the withdrawal handling fee RM1.00 will be borne by the applicant.

MYR Gateway Fee Structure

No.	Payment Mode	Per Transaction Fee	Promotion Period Per Transaction Fee
1	Credit Card (Visa & Mastercard)	1.8%	Tentative 1%
2	Debit Card (Visa & Mastercard)	1.5%
3	Credit / Debit Card (UnionPay)	1.8%
4	FPX	1.8%
5	Boost Wallet	1%
6	GrabPay	1.5%
7	Touch N Go	1.5%

RELATIONSSHIP OF THE PARTIES

Both Reseller and Armiena Group agree that they are entering into this Reseller Service Agreement as independent contractors and this agreement creates no partnership, agency franchise, joint venture, sales representative or employment relationship between them. You have no authority to accept or make any representations or offers on the behalf of Armiena Group. You cannot make any statements on your website or otherwise that would contradict anything in this section

TERMINATION OF AGREEMENT

1.       This Agreement shall become effective when the Reseller agrees to the terms and conditions in the web portal created by the Company and shall remain in force and effect until terminated in accordance with the terms of this

2.       Either party to this Agreement may elect to terminate this Agreement by giving one (1) month’s prior notice in writing to the other party of its intention to do so.

3.      Armiena Group shall have the right (but not the obligation) at any time to give immediate notice in writing to the Reseller to terminate this Agreement forthwith upon the happening of any one or more of the following events of default, whether or not such event is of a continuing nature:

• if in the sole opinion of the Company, the Reseller has breached any of the terms and conditions of this Agreement;
• if the Reseller enters into liquidation, receivership, judicial management or otherwise compounds with its creditors or takes or suffers any similar action or occurrence in any jurisdiction;
• if the Reseller becomes insolvent or stops payment or ceases or threatens to cease to carry on its business or any part of its business;
• if the Reseller is deceased or its partnership is dissolved;
• if the Reseller or any of its shareholders, partners, proprietors, officers, employees, agents or contractors is or is suspected by the Company to be involved in any fraudulent or unlawful activity whether or not relating to the Reseller’s business;

DISPUTE RESOLUTION

During the validity period of the agreement, if any dispute occurs between the two parties, they should be resolved through consultation based on the principle of mutual understanding and mutual benefit. If the negotiation fails, both parties may file a lawsuit in the court where Armiena Group is located.

CHANGES TO THE RESELLER SERVICE TERMS

Armiena Group Sdn Bhd reserves the right to modify, update, and/or amend any policies or terms of this Agreement from time to time at its sole and absolute discretion and without prior notice to the Agent. All modifications, updates or amendments will be notified to the Agent via the Platform and/or other methods of communication as prescribed by Armiena Group Sdn Bhd and by continuing to use the Platform after such modifications, updates or amendments have been posted and/or notified, you shall be deemed to have agreed to and accepted such modifications, updates or amendments.