HLA Conventional Legacy Planner Agreement (Koha Digital)

(exclusive for HLA Conventional Wealth Planning Advisor)

This AGREEMENT is made upon the Commencement Date as set out in First Schedule

BETWEEN

KOHA DIGITAL HOLDING SDN. BHD. (Company No.: 202301007813/1501734-V), is a private company with its liability limited by shares incorporated in Malaysia on the date of March 3, 2023 under the Companies Act 2016 and having its business address at V Square @ Pj Centre, Block 6-09-01, Jalan Utara, Bandar Petaling Jaya, 46200 Petaling Jaya, Selangor (“KOHA”) of the first part and shall include its lawful representatives and permitted assigns;

AND

Whose name is [lpName] (NRIC No.:[lpIDNo] ) whose address is at [lpAddress] (“the Legacy Planner”) of the second part and shall include its lawful representatives and permitted assigns;

KOHA and the Legacy Planner shall hereinafter be referred to individually as ʻPartyʼ or collectively as “Parties” as the case may be.

WHEREAS:

KOHA, the digital legacy planning service provider and is the host of KOHA Platform, agrees to appoint the Legacy Planner, and the Legacy Planner agrees to accept the appointment, to
carry out Legacy Planning Services subject to and upon the terms and conditions provided in this Agreement.

NOW THEREFORE in consideration of the premises and the mutual covenants hereinafter, the Parties agree as follows:

1. DEFINITIONS

1.1 Words and expressions used in this Agreement have the following meanings unless the context otherwise requires:-

a) “Agreement” means this Agreement (and includes any amendment, modification and supplement hereto and any document which amends, modifies or supplements this Agreement, from time to time).

b) “Commencement Date” means the commencement date of this Agreement as set out in First Schedule;

c) “Clients” means the Legacy Plannerʼs clients, including prospective clients but does not include an existing or previous client of KOHA and “Client” shall be construed accordingly;

d) “KOHA” means KOHA DIGITAL HOLDING SDN. BHD. (Company No.: 202301007813/1501734-V), a company incorporated in Malaysia with its principal place of business at Block 6-09-01, Jalan Utara, Bandar Petaling Jaya, 46200 Petaling Jaya, Selangor and includes its successors-in-title and permitted assigns;

e) “KOHA Services” means Will writing services being provided by KOHA through the KOHA Platform and/or any goods, products, services which will be added to the KOHA Platform from time to time;

f) “KOHA Platform” means KOHAʼs web portals, digital mobile applications and/or other digital platforms;

g) “Legacy Planner” means individual who is to facilitate, assist and guide Clients, upon appointment, on KOHA Services through Koha Platform;

h) “Legacy Planning Services” means services provided by the Legacy Planner to facilitate, assist and guide Clients, upon appointment, who purchases Koha Services through KOHA Platform;

i) “Commission Fee” means the fee payable by KOHA to the Legacy Planner on pay-when-paid basis for each Client who purchases KOHA Services through the KOHA Platform;

j) “Term” as defined in Section 1 of the First Schedule.

2. RELATIONSHIP OF THE PARTIES

2.1. This Agreement shall not constitute or imply any Partnership, Joint Venture, Agency, Fiduciary Relationship or other relationship between Parties other than the contractual
relationship provided for in this Agreement. Neither Party shall represent that it has any authority to make any commitments on the other Partyʼs behalf.

2.2. The Legacy Planner shall not incur any liability on behalf of KOHA or enter into any contract binding on KOHA or describe itself as agent representative of KOHA.

2.3. During the term of this Agreement, the Legacy Planner (whose appointment is non-exclusive) shall conduct Legacy Planning Services in accordance with the terms and conditions herein and subject always to such laws, regulations, directives, requirements, rules and guidelines under which the Parties operate.

2.4. Neither Party to this agreement shall use, any name, trademark, symbol; logo; and/or any intellectual property not mentioned herein, that are protected under the law, which are affiliated and/or associated with either Party, except in the manner and the extent that such Party expressly authorize and/or consent.

3. TERMS OF FEE PAYMENT
3.1. KOHA agrees that it shall pay, in accordance with the Second Schedule to the Legacy Planner for KOHA services purchased by Clients through Legacy Planning Services on pay-when paid basis.

3.2. Commission Fee shall be paid to the Legacy Planner on the 8th of every month (monthly basis). KOHA shall provide Status Report by request in writing for every actual purchase of KOHA Services by Clients through Legacy Planning Services of the Legacy Planner.

3.3. The Legacy Planner acknowledges that no Commission Fee shall be paid to the Legacy Planner in the event the Client does not pay for the KOHA Services in full and/or if the purchase of KOHA Services is withdrawn, cancelled, rejected or terminated by the Client.

3.4. All fees payable under this Agreement shall be inclusive of all applicable taxes, including Sales and Service Tax (SST), or any similar tax impost or levy that the Legacy Planner may be required to charge or collect by applicable laws on the services rendered by it hereunder. All fees payable to the Legacy Planner under this Agreement shall be net of any bank charges incurred in making the relevant payment to the Legacy Planner, all of which charges shall be borne by the Legacy Planner.

3.5. Occasionally, following completion of Legacy Planning Services, circumstances may arise, in which KOHA is obliged to refund Client subject to KOHA Cancellation and Refund Policy. In such instance, the Legacy Planner agrees to repay KOHA the fees paid by KOHA to it in respect of that transaction.

3.6. KOHA shall be entitled to withhold from any payments to be made to the Legacy Planner pursuant to this Agreement.

3.7 KOHA reserves the right to claw back all Commission Fees paid or accrued from transactions involving material breaches, specifically misrepresentation, 'twisting,' or 'churning'

4. UNDERTAKING OF PARTIES

4.1. The Legacy Planner undertakes and agrees with KOHA as follows:-

a) Legacy Planner shall conduct Legacy Planning Services with due care and diligence and to provide KOHA with all requisite information as KOHA may reasonably require to service the Clients;

b) Legacy Planner is not carrying out its business solely as the Legacy Planner;

c) Legacy Planner shall comply with all laws, regulations and rules;

d) Legacy Planner shall not do any act or omit to do anything which may cause KOHA to be in breach of the terms and conditions under this Agreement;

e) Legacy Planner shall notify KOHA immediately on the occurrence of any matter that could have a significant adverse impact on the reputation or goodwill of KOHA and KOHA reserves the right to terminate this Agreement with immediate written notice in response to such information;

f) Legacy Planner shall not hold itself out as acting on behalf of KOHA and must make it clear to any Clients that it is acting as the Legacy Planner to KOHA;

g) Legacy Planner shall not conduct any advertisements pertaining to the Legacy Planning Services;

h) Legacy Planner shall advise and inform of any communication received by it from any regulatory body relating to the provisions of or operation of this Agreement or the business of the Legacy Planner in relation to the Legacy Planning Services and to provide such assistance as KOHA may reasonably require to enable it to comply, from time to time, with any of its legal or regulatory obligations;

i) The Legacy Planner shall have all necessary consents of each Client to disclose to KOHA personal information or data in relation to these Client and KOHA reserves the right to disclose such personal information or data deemed necessary to any designated key member(s) of Great Eastern Life Assurance (Malaysia) Berhad (Company No. 198201013982 (93745-A)), subject to the adherence of Article 10 of the Agreement;

j) The Legacy Planner agrees that the obligations under Clause 4.1 shall apply to the Legacy Planner and any employees or representatives of the Legacy Planner for whom the Legacy Planner shall be held responsible; and

k) KOHA may carry out a pre-completion and post-completion monitoring system and will investigate fully any complaint of a Client in relation to any act or omission of the Legacy Planner in relation to the Legacy Planning Services.

l) The Legacy Planner shall not engage in 'twisting' (misleading clients to alter existing arrangements) or 'churning' (recommending excessive services without benefit)

5. DURATION & TERMINATION

5.1. This Agreement shall continue in full force unless terminated by either party giving to the other party thirty (30) days prior written notice of termination.

5.2. This Agreement may be terminated by KOHA immediately by written notice if:-

a. The Legacy Planner is subject to any criminal or material civil legal action or investigation;

b. The Legacy Planner has by any act or omission or written or oral statement, adversely affected the interests, goodwill, rights, or prospects of KOHA;

c. The Legacy Planner has breached any of the provisions set out in this Agreement;

d. The Legacy Planner enters into liquidation, bankruptcy, judicial management or has a receiver appointed in respect of the whole or any part of its assets or undertaking; and

e. The Legacy Planner or any of its shareholders, partners, proprietors, officers, employees, agents or contractors is or is suspected by KOHA to be involved in any fraudulent or unlawful or immoral activity whether or not relating to either Party’s business.

5.3. In the event of termination, the Legacy Planner shall not be entitled to receive, and KOHA shall be under no obligation to pay, any Commission Fee or other fee other than Commission Fee already accrued.

5.4. Termination of this Agreement shall be without prejudice to the rights and obligations of either Party pursuant to this Agreement which arise in relation to Legacy Planning Services completed before such termination.

6. INDEMNIFICATION AND LIMIT OF LIABILITY

6.1. The Legacy Planner agrees to indemnify and hold KOHA and its officer, directors, employees and affiliates, harmless from and against any and all liabilities, damages or losses, awards of damages or compensation, fees (including solicitors’ fees on a solicitor and client basis), disbursements, costs, expenses, fines, penalties and all other liabilities whatsoever arising directly in respect of any breach or non-performance by the Legacy Planner of its undertakings, warranties or obligations under this Agreement or arising in any way whatsoever in connection with the use of Intellectual Property Rights, Confidential Information and/or Personal Data.

6.2. Neither Party shall be liable to the other Party or to any third party for any injuries, lost profits, loss of revenue, loss of business or goodwill or for any loss, damage, costs or expenses howsoever caused, incurred or suffered by that other Party of an indirect or consequential nature or for incidental or special losses or damages including without limitation any economic loss or other loss of turnover, profits, business or goodwill however caused, whether arising under this Agreement or the Legacy Planning Services or otherwise, unless such liability cannot be limited or excluded under applicable law.

6.3. Without limiting anything contained herein, the Parties shall not be liable and be responsible:-

a) For KOHA: -

i. to the Clients in any manner whatsoever for any Legacy Planning Services purchased/subscribed; and

ii. to the Legacy Planner in the event Clients dispute a purchase/subscription for any KOHA Services made via KOHA Platform for any reason whatsoever.

b) For the Legacy Planner: -

i. to the Clients in any manner whatsoever to any KOHA Services purchased/subscribed; and

ii. to KOHA in the event Clients dispute a purchase/subscription for any KOHA Services made via KOHA Platform for any reason whatsoever.

6.4. The Parties shall not be involved in the other party’s dispute or claim (the Legacy Planner and the Client / KOHA and the Client), for any reason whatsoever. The Party in dispute shall have no right of recourse against the other party in the event that Client dispute the underlying contract of sale for any reason whatsoever, including but not limited to, the quality or overcharging of the Legacy Planning Services or KOHA Services.

7. FORCE MAJEURE

7.1. If the performance of any part of this Agreement by either Party is prevented, hindered delayed or otherwise made impracticable by reason of any flood, riot, fire, epidemic, pandemic, judicial or governmental action (including, without limitation to, any law, regulation or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a licence required for any performance pursuant to this Agreement), labour disputes, the act of God or any cause beyond the reasonable control of that Party, the Party claiming to be affected thereby shall promptly notify the other Party giving full particulars thereof and shall use its best efforts to remedy the situation within ninety days (90 days) and the Parties shall consult each other with respect to the appropriate measures to be taken.

7.2. In the event force majeure continues or the Party is unable to perform its obligation within ninety days (90 days) caused by force majeure, either Party shall be entitled to terminate this Agreement by giving written notice to other party.

7.3. Consequently, either Party shall have no liability to the other for any cost and loss suffered or incurred as a result of such suspension, cancellation or termination provided always that such suspension, cancellation or termination shall not affect the right and liabilities of the Parties already accrued prior to the Force Majeure event.

8. WARRANTIES AND REPRESENTATIONS

8.1. Each Party hereby warrants, represents and undertakes to the other that:-

a) It is in compliance with all legal, governmental and corporate authority to enter into and perform obligations under this Agreement.

b) It has full power, authority, and right to perform its obligations under this Agreement.

c) This Agreement is a legal, valid, and binding obligation of each party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and equitable remedies).

d) It shall not directly or indirectly interfere with the other party in any manner whatsoever with the contractual rights and interests of the other party under any such agreement, (including, without limitation, through any partnership, joint venture as an employee or other entity or arrangement whatsoever). This clause shall survive for a period of one (1) year following the termination of this Agreement.

e) It shall utilize its best efforts in the performance of its obligations hereunder, and shall at all times conduct itself in a reputable manner and in full compliance with all applicable laws, rules, regulations, decisions and orders, including any and all applicable rules and regulations of in accordance to the laws of Malaysia.

f) It shall obey and discharge under reasonable endeavours, all instructions, orders, directives and statements of the other party as may be issued from time to time in relation to the fulfilment of its obligations under this Agreement.

g) The Legacy Planner is strictly prohibited from issuing unauthorized or falsified Koha receipts, modifying Koha-generated documents, or using Koha branding to endorse arrangements not hosted on the Koha Platform. Any such act constitutes a material breach and grounds for legal action.

9. CONFIDENTIALITY

9.1. For the purpose of this Agreement, “Confidential Information” means any confidential, trade secret or proprietary information (which may be business, financial or technical information) disclosed by KOHA to the Legacy Planner under this Agreement that is marked confidential or it disclosed orally designated as confidential at the time of disclosure or that should be reasonably understood to be confidential.

9.2. This obligation does not apply to information that: -

a) Is in or enters the public domain without breach of this Agreement;

b) The receiving party knew prior to receiving such information from the disclosing party or develops independently without access or reference to the Confidential Information;

c) Is disclosed with the written approval of the disclosing party.

9.3. The Legacy Planner shall treat the Second Schedule as strictly confidential unless required to make disclosure by law.

9.4. The Legacy Planner shall not disclose to any third party or use any Confidential Information disclosed to the Legacy Planner by the other except as expressly permitted in this Agreement and for purposes of performing this Agreement.

9.5. The Legacy Planner shall take reasonable measures (including to procure its employees, servants, officers or agents’ compliance) to maintain the confidentiality of all Confidential Information in its possession or control, which shall in no event be less than the measures it uses to maintain the confidentiality of its own proprietary information or Confidential Information of similar importance. The Legacy Planner further agrees to use Confidential Information only for the purpose of its performance under this Agreement.

9.6. The Legacy Planner agrees to return or destroy or cause to be destroyed, all Confidential Information so disclosed or provided, including any copies made by the Legacy Planner who receives the Confidential Information upon demand by the disclosing Party, KOHA or upon termination of this Agreement.

9.7. The foregoing duty shall survive for a period of one (1) year of any termination of this Agreement.

10. PERSONAL DATA PROTECTION

10.1. The Parties agree to comply and have adequate measures in place to ensure compliance at all times with the provisions and obligations contained in all applicable laws and regulations in Malaysia, including but not limited to the Personal Data Protection Act 2010 and its subsidiary legislation, as amended from time to time (“Data Protection Legislation”) in order to collect, use, process, record, hold, store, share and/or disclose (“process”) any and all information related to Members or Users (“Personal Data”) for legacy planning services under this Agreement.

10.2. The Parties further warrant and represent that it shall obtain all the relevant authorization, waiver, release, exemption, consent or other approval of, from or imposed by Data Protection Legislation for the processing of Personal Data by the Parties pursuant to this Agreement.

11. GOVERNING LAW AND JURISDICTION

11.1. This Agreement shall be governed by the laws of Malaysia and parties hereto submit to the jurisdiction of the Courts of Malaysia in all matters connected with the obligations and liabilities of the Parties under this Agreement.

12. ASSIGNMENT

12.1. Either Party may not assign any of its rights or obligations under this Agreement, whether in whole or in part, to any third party without the prior written approval of other Party, save and except for any assignment by KOHA to any entity controlled by KOHA or the majority shareholders of KOHA.

13. ADDITION OF NEW PROVISION

13.1. KOHA retains the rights to introduce new provisions in writing at any time in addition to this Agreement and to be acknowledged as part of this Agreement, and notice of such changes will be diligently provided to the other party without requiring the signing of additional agreements.

14. SYSTEM ACCESS AND INACTIVITY

14.1. KOHA reserves the rights to revoke, suspend or withhold the access to our system without issuing any refund upon providing notice in writing within 7 days if it comes to KOHA’s attention that the purchased product remains unused for a consecutive period of 365 days without any cogent and acceptable reasons.

15. NOTICES

15.1. Notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been validly given to KOHA or to the Legacy Planner if delivered personally or sent by facsimile or registered post or by email to the respective party at the address specified below or such other address as the recipient may have notified to the other party hereto in writing, from time to time.

To KOHA:
Address: V Square @ Pj Centre,
Block 6-09-01, Jalan Utara, Bandar Petaling Jaya,
46200 Petaling Jaya, Selangor.
Tel: 012-3062233
Email: petercheong@koha.digital
Attention: Peter Cheong
Designation: Chief Executive Officer of KOHA

To the Legacy Planner:
Address: [lpAddress]
Tel: [lpTelNo]
Email: [LlpEmail]
Attention: [lpName]

15.2. The notices shall be deemed to have been served on (a) the day of the delivery if the notice is delivered by hand: (b) on the day following the day that the notice is posted by registered post; (c) on the day the email or facsimile is sent provided that the sender’s outbox has clearly indicated that the email or facsimile has been sent out.

16. SEVERANCE

16.1. In the event any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, and this Agreement shall be interpreted and construed as if such term or provision, to the extent which it is invalid, illegal or unenforceable, had never been contained in this Agreement.

17. WAIVER

17.1. No waiver of any term, covenant, condition or obligation of this Agreement or any breach, shall be effective unless granted in writing. The waiver by any of the parties of any term, covenant, condition or obligation of this Agreement or of any breach of this Agreement shall not be deemed to be a waiver of any other term, covenant condition or obligation of this Agreement or any prior, concurrent or subsequent right.

18. ENTIRE AGREEMENT

18.1. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, understandings and contracts between the parties with respect to its subject matter.

18.2 In the event of any inconsistency or conflict between this Agreement, the Koha Terms & Conditions, or the Privacy Policy, the provision that provides the greater protection to KOHA Digital Holding Sdn. Bhd. shall prevail

19. ACKNOWLEDGEMENT

19.1. The Legacy Planner acknowledges that prior to its execution of this Agreement, it has carefully read the provisions of this Agreement and has understood them and it has sought independent legal advice and has not relied upon any statement or representations from KOHA or its servants, agents other than as set out in this Agreement.

20. TIME OF THE ESSENCE

20.1. Time shall be the essence of this Agreement.

21. COST AND EXPENSES

21.1. The Parties shall equally share the stamp duty payable for this Agreement. Each Party shall bear its own solicitors’ costs and expenses in respect of the preparation and execution of this Agreement and any ancillary documents.

22. FURTHER ASSURANCE

22.1. Each party must do all things necessary, including without limitation, executing all documents, to give effect to this Agreement.

23. DIGITAL SIGNATURE

23.1. The words “execution,” “signed,” “signature,” and words of like import in this document shall be deemed to include electronic signatures and the parties hereby affirm that the electronic signatures have been affixed with the due authorization of each party and that the parties intend for the electronic signatures to carry the same legal validity, weight, effect and enforceability as hand-signed wet-ink signatures to the extent and as provided for in any applicable law, including as stipulated in the Digital Signature Act 1997 and Electronic Commerce Act 2006.

FIRST SCHEDULE

(Which shall be read, construed and form an integral part of this Agreement)

1. Legacy Planning Services - Services provided by the Legacy Planner to facilitate, assist and guide Clients, upon appointment, who purchases Koha Services through Koha Platform.

2. KOHA Services Selling Price - Will Writing Services & Legacy Planning Services (RM488)

3. Fee Structure - As set out in the Second Schedule herein.

4. Period of Payment - Every 8th of the month until termination of this Agreement.

5. Term -
   a) Commencement Date: [commencementDate]
   Upon the date that the Legacy Planner’s account is created in KOHA Platform
   b) Expiry Date:[expiryDate]
   A year from the Commencement Date

6. Fee Payment (to which bank) -
   Bank: [lpBankName]
   Account No: [lpBankAccountNo]
   Name:[lpBankAccountHolderName]

SECOND SCHEDULE

(Which shall be read, construed and form an integral part of this Agreement)

2. The Parties agree that the distribution of the Overriding Commission for the Platform Fee shall be subject to the upline structure as set out below, whereby:

2.1 For an Agent who reports directly to the Group Manager (GM), the full amount of RM100 shall be paid to the GM.

2.2 For an Agent who reports under both a Unit Manager (UM) and a Group Manager (GM), the allocation of RM70 to the UM and RM30 to the GM shall apply.

2.3 Where the registration or renewal is carried out by the GM or UM themselves, the payment shall be made in accordance with the allocation set out in scenarios (c) and (d) below.

3. Commission Fee may vary subject to promotions or vouchers applicable to the Will and/or other KOHA Services.

4. ALL FEES, CHARGES AND AMOUNTS stated in this Second Schedule are subject to eight per cent (8%) Sales and Service Tax (SST), where applicable.

This Agreement has been executed for and on behalf of both Parties by their duly and legally authorized officers as of the date first above written.