I (hereinafter referred to as the “Partner”) hereby confirm that the information given herein is accurate and will be provided to my company’s administrator or NSJ WELLNESS LIFESTYLES PRIVATE LIMITED (NSJ WELLNESS), (UEN 202231711M), a company incorporated in Singapore with its registered office at 435 Orchard Road #11-00 Wisma Atria Singapore 238877 (hereinafter referred to as the “Company”) account manager for the purpose of account creation.
The Company and the Partner shall collectively be referred to as the “Parties” and individually as a “Party”.
WHEREAS:
The Company is desirous of appointing the Partner as its non-exclusive partner for the sale, marketing, and distribution of the Company’s products (as specified to the Partner from time to time) (the “Products”) to retail customers (the “Customers”) in Singapore and such other territories as may be specified by the Company (the “Territory”) during the term of this Agreement, and the Partner is desirous of accepting the appointment subject to the terms and conditions herein.
NOW IT IS HEREBY AGREED as follows:
1. NON-EXCLUSIVE APPOINTMENT AND DURATION
1.1 The Company hereby appoints the Partner as its non-exclusive partner for the sale, marketing, and distribution of the Products in the Territory for a period of one (1) year commencing on date of acknowledgement via system. Unless either Party provides written notice of non-renewal prior to the expiry of the current term, this Agreement shall automatically renew for successive one (1) year periods upon meeting the requirements renewal.
2. SCOPE OF PARTNERSHIP
2.1 The Partner shall use its best efforts to promote and sell the Products to Customers and provide feedback to the Company on market competitiveness and customer response.
2.2 The Partner shall act as an independent contractor and shall not represent itself as an employee, agent, joint venture partner, or representative of the Company for any purpose.
2.3 The Partner shall not have the authority to bind the Company in any manner, modify terms of sale, or make commitments or warranties not expressly authorized by the Company.
3. PRICING, ORDERS & PAYMENT TERMS
3.1 The Company shall determine and notify the Partner of the Products’ selling prices. The Partner shall not modify such prices without prior written consent from the Company.
3.2 Unless otherwise agreed, all prices are exclusive of GST. The Partner shall be liable for applicable GST and other relevant taxes.
3.3 If withholding tax applies, the Partner shall gross up payments such that the Company receives the full amount due after tax deductions.
3.4 Prices and discounts may be revised by the Company from time to time. Revised pricing will not affect confirmed orders placed before the effective date of change.
4. DUTIES AND OBLIGATIONS
4.1 The Company agrees to:
- a) Provide reasonable marketing materials, samples, and technical information as required for product promotion;
- b) Handle product-related inquiries and after-sales service issues.
4.2 The Partner agrees to:
- a) Sell the Products only within the approved Territory;
- b) Adhere strictly to the Company’s pricing and marketing strategies;
- c) Comply with applicable laws and regulations related to marketing, packaging, and distribution;
- d) Pay for ordered Products promptly, including taxes and fees;
- e) Not export, resell, or assist in the sale of Products to customers outside the Territory.
5. PRODUCT WARRANTY
5.1 The Company warrants that Products supplied will be merchantable, conform to specifications, and be free from manufacturing defects.
5.2 The Company shall not be liable for Products resold or distributed outside the Territory.
5.3 The Company disclaims liability for damage arising from improper use or handling by the Partner or Customer.
6. STOCK WITHDRAWAL AND SUBSTITUTION
6.1 Withdrawal of stock by the Partner shall be subject to availability at the time of fulfillment.
6.2 If any Product is out of stock, the Company reserves the right to discuss and negotiate with the Partner to substitute with another Product, subject to mutual agreement between both Parties.
7. CONFIDENTIALITY
7.1 The Partner agrees to keep confidential all proprietary and sensitive information received from the Company, including pricing, customer lists, formulations, trade secrets, and business strategies, and not disclose it to any third party without prior written consent.
7.2 This obligation shall survive the termination of this Agreement for a period of two (2) years.
8. INTELLECTUAL PROPERTY
8.1 All intellectual property rights in the Products, trademarks, marketing materials, and packaging designs shall remain the sole and exclusive property of the Company.
8.2 The Partner shall not use the Company’s brand name, logos, trademarks, or copyrighted materials without the prior written consent of the Company, and strictly in accordance with Company guidelines.
9. NON-COMPETE
9.1 During the term of this Agreement and for a period of twelve (12) months thereafter, the Partner shall not develop, sell, or distribute any competing product that mimics or closely resembles the Products offered by the Company.
9.2 This clause shall not apply if prior written consent is obtained from the Company.
10. VALIDITY AND ASSIGNMENT
10.1 If any part of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
10.2 Neither Party may assign or transfer its rights under this Agreement without prior written consent of the other Party.
11. FORCE MAJEURE
11.1 Neither Party shall be liable for delays or failure to perform due to circumstances beyond its control (e.g., war, natural disaster, epidemic, strike).
11.2 Economic hardship or changes in market prices shall not constitute force majeure but may be grounds for renegotiation.
12. TERMINATION
12.1 This Agreement may be terminated by either Party upon insolvency, bankruptcy, or similar events affecting the other Party.
12.2 The Company may terminate this Agreement at any time by giving written notice, effective immediately.
12.3 This Agreement shall automatically terminate if the Partner fails to purchase, sell, or place any orders for six (6) consecutive months.
12.4 Upon termination, the Partner shall cease all promotion and sale of Products. Existing paid orders may be used for personal consumption, unless otherwise agreed.
13. WAIVER AND ACQUIESCENCE
13.1 No waiver of rights shall be inferred from a delay or failure to enforce any part of this Agreement.
14. INDULGENCE
14.1 Any leniency or extension of time granted by either Party shall not affect the enforcing Party’s rights.
15. AMENDMENTS
15.1 This Agreement may only be modified by written agreement signed by both Parties.
16. BINDING EFFECT
16.1 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
17. INDEMNITY
17.1 Each Party agrees to indemnify the other against direct losses arising from breaches, negligence, or wilful misconduct, except to the extent caused by the other Party.
18. BREACH
18.1 Any breach of this Agreement shall entitle the non-breaching Party to claim losses, damages, and costs arising from such breach.
19. GOVERNING LAW AND JURISDICTION
19.1 This Agreement shall be governed by and construed in accordance with the laws of Singapore.
19.2 Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations. Failing which, the Parties agree to submit to the non-exclusive jurisdiction of the courts of Singapore.
20. ACCEPTANCE OF ADDITIONAL POLICIES
20.1 The Partner acknowledges and agrees to comply with the Company’s Terms and Conditions, Privacy Policy, and Refund Policy, which are hereby incorporated by reference into this Agreement. These documents govern the use of the Company’s systems, platforms, data handling, and financial transactions between the Parties.
20.2 Terms and Conditions
The Partner agrees to abide by the Terms and Conditions outlined on the Company’s system or platform. These include, but are not limited to, guidelines regarding account usage, communications, prohibited conduct, and any additional compliance requirements.
20.3 Privacy Policy
The Partner consents to the collection, use, and storage of its data by the Company as detailed in the Company’s Privacy Policy. This includes personal and business information submitted through the system for account creation, order fulfillment, marketing communications, and legal compliance. The Company undertakes to process and protect data in accordance with applicable data protection laws in Singapore.
20.4 Refund Policy
The Partner acknowledges the Company’s Refund Policy, which outlines the conditions under which refunds, returns, or product exchanges may be processed. Refunds are generally only applicable to defective, damaged, or wrongly supplied Products and must be requested within 7 days of receipt. Products resold or used will not be eligible for refunds.
20.5 The Company reserves the right to update or revise these policies from time to time. Continued participation in the partnership program following any such changes shall constitute the Partner’s acceptance of the updated policies.