BEAUTY CONSULTANT AGREEMENT
There are two parties to this agreement: Orlins Venture (M) Sdn. Bhd. (the “OVG”); and me. The agreement consists of five sections:
(B) Beauty Consultant Agreement and Product Purchase Agreement,
(C) the international appointment of Personal Beauty Seller Agreement,
(E) Miscellaneous Provisions. The Beauty Consultant Agreement and Product Purchase Agreement are between Orlins Venture (M) Sdn. Bhd. and me. The International Appointment Agreement is between me and my own appointed Independent Personal Beauty Seller which not involve OVG in structuring, managing and financing the organization. The Mandatory and Binding Arbitration Agreement and Miscellaneous Provisions are between OVG and me.
Defined terms are set forth below or may be separately defined in any of the agreements. The meaning of capitalized terms not found in this document is set forth in the Policies and Procedures.
“Commissions “and “Bonuses” means the compensation paid to Beauty Consultant based on the volume of Orlins Beauty Products sold by a Beauty Consultant, set forth in the Sales Compensation Plan.
“Digital Business Portfolio” means the kit that contains the Policies and Procedures, the Sales Compensation Plan, a Beauty Consultant Agreement, and other sales and demonstration materials to assist a Beauty Consultant in starting and conducting their independent business. A Digital Business Portfolio is provided to all Beauty Consultant free of charge.
“Contract” means the agreement between Orlins Beauty and me composed of this Beauty Consultant Agreement (Section B), the International Appointment of Personal Beauty Seller Agreement (Section C), the Mandatory and Binding Arbitration Agreement (Section D), Miscellaneous Provisions (Section E), the Policies and Procedures, the Sales Compensation Plan, and materials pertaining to optional programs, as each may be amended, and are incorporated herein by reference. Wherever the context will so require, all words are deemed to include the plural as well as the singular, and to include all genders.
“Beauty Consultant” means an independent contractor authorized by OVG to market Orlins Beauty Products in Malaysia and receive Commissions and Bonuses in accordance with the requirements of the Sales Compensation Plan.
“Beauty Consultant Agreement” means this Beauty Consultant and agreement, and if applicable, the Business Entity Form, that must be completed and submitted to OVG in order to apply to become a Beauty Consultant, the PPA, including the Optional Delivery Rewards Program section, the Mandatory and Binding Arbitration Agreement (Section D), and the Miscellaneous Provisions (Section E).
“International Beauty Consultant Agreement’ or “ISA” means the International Agreement (Section C), Mandatory and Binding Arbitration Agreement (Section D), and the Miscellaneous Provisions (Section E).
“OVG” means Orlins Venture (M) Sdn. Bhd. “OVG” means Orlins Beauty the Brand, “Orlins Beauty Products” means the products of OVG that are sold in Malaysia.
“PPA” means the Product Purchase Agreement in Section B.
“Policies and Procedures” means the policies, in addition to the Beauty Consultant Agreement, that governs how I, as a Beauty Consultant, am to conduct my business and defines the rights and relationships of the parties.
“Sales Compensation Plan” means the specific plan of Selling Price and discount given that outlines the details and requirements of the compensation structure for Beauty Consultant.
The Beauty Consultant Agreement and Product Purchase Agreement, participation is between Orlins Venture (M) Sdn Bhd 1204888-H having its principal place of business located at No 30A, Persiaran Cahaya 1, Taman Cahaya Indah 68000 Selangor. Malaysia (the “OVG”) and me.
1.Right to Market OVG Products in Malaysia.
Subject to the terms and conditions of the Beauty Consultant Agreement, OVG grants to me
(a)the right to be a Beauty Consultant and market Orlins Beauty products in Malaysia through person-to-person (offline and online) sales, and
(b) I can have my own independent Personal Beauty Sellers to help me to run my own business and market OVG – Orlins Beauty’s product person-to-person (offline and online) in Malaysia according to SECTION C.
OVG will offer to me a discount structure, as an independent contractor, Orlins Beauty Products for bulk purchase in Malaysia. I have the right to purchase Orlins Beauty Products at the discount structure stated by OVG and agree that OVG may change Orlins Beauty Product prices without prior notice and have products on offer for Sales energy and Merchandising tactic.
I acknowledge and agree that as a Beauty Consultant, I am an independent contractor of OVG. As an independent contractor, I will:
(a) I understand that there are no minimum purchases or inventory requirements. I will promote the retail sale and regular price of Orlins Beauty Products in accordance with the terms and conditions of the Contract.
(b) I agree not to make any claims about Orlins Beauty Products and the Sales Compensation Plan unless they are contained on OVG labels or in official OVG literature. OVG will pay me Commissions and Bonuses for the sale of Orlins Beauty Products less returns. I understand and agree that, in order to be eligible to receive Commissions and Bonuses of Beauty Consultant Leader, I must meet all requirements outlined in the Sales Compensation Plan, including retail sales and regular price, and not be in violation of the terms of the Contract.
(c) I will not purchase any Orlins Products solely for the purpose of qualifying for Bonuses. I agree that prior to placing a subsequent product order, I have resold previously ordered Orlins Beauty Products and documented the sales to at least five retail customers each month, and that I have sold or consumed at least 80% of the Orlins Beauty Products from any previous orders.
(d) I agree to encourage, supervise and assist my Personal Beauty Seller efforts to sell Orlins Beauty Products to retail customers and pay/share the amount of commission from my own Sales Compensation Plan by myself without involving OVG as a company and any of OVG personnel and staffs.
(a) If I have specified the type and quantity of Orlins Beauty Products that I desire to purchase and receive, these Orlins Beauty Products will be charged in either through Cash on Delivery “COD”. Advanced Online Payment “AOP” or Automatic Credit Card Debit “ACCD” Payment Arrangement.
(b) The order I purchase through The Credit Card or Debit Card Arrangement is required me to sign a Specific Form which agreed upon between me and OVG.
(d) Products I ordered will be shipped to my listed shipping address plus the amount of Delivery Charges unless I notify OVG in writing of any desired changes of shipping address.
(b) OVG may change the price of or discontinue the specific Orlins Beauty Products that I have chosen to receive. In such situations, OVG will notify me of the change and will continue to send me, in the case of a discontinued product, the remaining items or in the case of a price change or updated product, the same items I have selected, at the new price, unless I direct OVG to make other arrangements.
(c) To pay for each Delivery Order, I will authorize OVG to establish an automatic credit card debit arrangement as specified on Beauty Consultant enrolment form. OVG will make no other charge to my payment account except those that I have authorized. (Sales tax charges may fluctuate in accordance with changes in applicable sales tax rates).
(i) If the credit card or bank authorization provided expires, is cancelled or otherwise terminated, or
(ii) I violate the terms and conditions of this Beauty Partner Agreement. I may willingly notify the situation upon written notice to OVG immediately.
(a) I authorize OVG to deposit the payment of any Commissions and Bonuses to my account at the financial institution designated by me. This authorization will remain in full force and effect until
(i) OVG has received written notice from me of my withdrawal from the direct deposit program, and
(ii) OVG has a reasonable opportunity to make such a change pursuant to my notice. I understand that this authorization replaces any previous authorization and will remain in effect until OVG receives written notice of my withdrawal from the direct deposit program.
(b) I agree that I must notify OVG immediately
(i) prior to changing or closing the above account, or
(ii) if my financial institution changes my routing number or account number. Failure to notify OVG of account number changes may delay my receipt of any Commissions and Bonuses. If I change my financial institution and/or account number, I must fill out a new Direct Deposit Authorization Form and send it to OVG before I close my existing account.
(c) OVG will not be liable to me for failing to access my account or provide direct deposits to my account in a timely manner unless such failure or loss is a direct result of OVG gross negligence or intentional misconduct. OVG’s liability will not exceed the amount of the funds that would have otherwise been deposited.
The International Recruitment Agreement (“ISA”) is between Orlins Venture (M) Sdn Bhd 1204888-H having its principal place of business located at No 30A, Persiaran Cahaya 1, Taman Cahaya Indah 68000. Selangor, Malaysia (the “OVG”) and me.
Under this ISA, OVG grants to me the right to appoint Personal Seller in Malaysia and other Authorized Countries outside of Malaysia. This ISA does not grant me the right to market Orlins Beauty Products registered in other Authorized Countries outside of Malaysia.
I as an Independent Beauty Consultant and Contractor will manage any purchases and order by the Personal Beauty Seller I appointed locally or ashore with my own initiative and account. I will provide my own Compensation Plan or any Initiative Commission agreeable separately with my Personal Beauty Seller Inside or outside Malaysia without involving OVG.
I acknowledge that every Authorized Country may have specific laws and requirements applicable to me as a sponsor my own Personal Beauty Seler in that Authorized Country, and I agree to comply with all laws, statutes and regulations of that Authorized Country, including but not limited to, all immigration, visa, and registration requirements.
I agree that I may purchase Orlins Beauty products and services in an Authorized Country (other than Malaysia) only from OVG affiliated company designated as the exclusive wholesale Brand Affiliate in that Authorized Country, and that such affiliated company may require me to execute a separate whole product purchase agreement. I further agree that
(i) I may only purchase Orlins Beauty products and services in an Authorized Country (other than Malaysia) for personal use or to demonstrate to my potential Personal Beauty Seller, and that I will not resell them,
(ii) I have not, and will not, either directly or indirectly, sell or distribute any Orlins Beauty Products registered in that Authorized Country, and
(iii) I will comply with all applicable laws regarding the purchase of OVG products and services in an Authorized Country.
This Mandatory and Binding Arbitration Agreement is between OVG and me.
The place of origin of this Contract is the Malaysia and it will be governed by, construed in accordance with, and interpreted pursuant to the laws of, without giving effect to its rules regarding choice of laws. The exclusive venue for any and all Disputes will be in Malaysia. I consent to the personal jurisdiction of any courts within Malaysia and waive any objection to improper venue.
(i) cost of the arbitrator and
(ii) administrative fees of arbitration. Neither the parties nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties. Judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction.
(i) arising under or related to this Contract,
(ii) between other Beauty Consultant or Assistant Beauty Consultants and me arising out of or related to a Beauty Consultation
, or our business relationships as independent contractors of the OVG,
(iii) between OVG and me,
(iv) related to OVG or its past or present affiliated entities, their owners, directors, officers, employees, investors, or vendors,
(v) related to the Orlins Beauty Products,
(vi) regarding OVG’s resolution of any other matter that impacts my Beauty Partnership, or that arises out of or is related to the Company’s business, including my disagreement with OVG’s disciplinary actions or interpretation of the Contract.
(a) I am authorized to enter this Contract and that I have met all legal requirements to enter into a valid contract in Malaysia;
(b) when executed and delivered by me and accepted by OVG as described herein, the Contract constitutes a legal, valid and binding obligation;
(c) the information provided by me in the Contract is accurate and complete and if I have provided any false or misleading information authorizes OVG, at its election, to declare the Contract void from its inception;
(d) the EPF, SOCSO, or PERKESO and LHDN income tax identification number provided in this Beauty Consultant Agreement is my correct tax payer identification number for Malaysia income tax purposes;
(e) I, if an individual, am a Malaysian citizen or a lawful permanent resident of Malaysia or, if a business entity, such as a corporation, partnership, limited liability company, or any other form of business organization, formed in Malaysia, it is legally formed under the laws of the country in which it was organized and that each member of the business entity has proper legal authorization to conduct business in Malaysia; and
(f) neither I nor my partner/spouse (or if a corporation or other business organization, then any participant therein who is or should be listed on the Business Entity Form) have been engaged in Business Activity in another Beauty Consultant Account or equivalent account in the six months immediately preceding my sign up identified in the Beauty Consultant Agreement.
In order for OVG to provide support for my Beauty Consultant Account, I authorize OVG to transfer and disclose personal and/or confidential information, which
(a) I have provided to OVG in connection with my Beauty Consultant Account and my Personal Beauty Seller Organization, or
(b) that has been developed as a result of my activity as a Beauty Consultant, to
(i) its parent and affiliated companies, and
(ii) to applicable government agencies or regulatory bodies if required by law. I further authorize OVG to use my personal information for Beauty Consultant recognition and marketing materials.
(i) the date that I execute the Beauty Consultant Agreement and ISA manually witnessed by OVG personnel or electronically via the company’s Internet sign-up procedure and it is received and accepted,
(ii) the date that an original hard copy of this agreement is received and accepted and a computer record is made of the account, or
(iii) the date a temporary account is set up, and in the discretion or OVG, my subsequent actions indicate an ongoing intent to pursue the business. The temporary account may be terminated by either OVG, at its discretion, if an original hard copy of this agreement is not received and accepted OVG within thirty (30) days from the date a temporary account is set up.
I will indemnify and hold OVG, and each of their shareholders, officers, directors and employees harmless from and against any claim, demand, liability, loss, action, causes of action, costs, or expenses, including, but not limited to, reasonable attorney’s fees, resulting or arising from, directly or indirectly, any acts or omissions by me in conducting my independent OVG business, including without limitation, breach of representations and warranties, material breach of the Contract and other agreements between the parties, or any other claims or causes of action.
(b) Limitation of Liability
I agree that OVG will not be liable for any special, indirect, direct, incidental, punitive, or consequential damages, including loss of profits, arising from or related to the breach of the Contract or other agreement between the parties. I agree that the entire liability of OVG for any claim whatsoever related to my relationship with OVG, including but not limited to any cause of action arising in contract, tort, or equity, will be limited to the cost of OVG Products that I have purchased from OVG.
I have previously reviewed the Contract, or agree, before conducting any Beauty Consultant activity, to do so offline as hard copy and online at https://orlinsventure.com.my/ If I refuse to follow any provision of the Contract, I agree to notify OVG, in writing, and cancel my Beauty Consultant Account. If cancelled within the next thirty days, I will receive a refund for products and materials returned in accordance with Paragraph 5 of the Beauty Consultant Agreement. I understand that the purchase of any Orlins Beauty Product is optional and is not required to become a Beauty Consultant. I certify that I am 18 years old and legally able to enter into this Contract (which includes the Binding and Mandatory Arbitration Agreement), and agree to be bound by the terms and conditions of the Contract.
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