HLA SIGN UP LEGACY PLANNER AGREEMENT
(Exclusive for Great Eastern Wealth Planning Advisor)
This AGREEMENT is made upon the Commencement Date as set out in the First Schedule
BETWEEN
KOHA DIGITAL HOLDING SDN. BHD. (Company No.: 202301007813/1501734-V), a private company with its liability limited by shares incorporated in Malaysia on 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 (hereinafter referred to as “KOHA”) of the first part and shall include its lawful representatives and permitted assigns;
AND
[lpname] ([idtype] No.: [idno]), whose address is at [address], email address [[lpemail]] and contact number [phonenumber] (hereinafter referred to as “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 a “Party” or collectively as the “Parties”, as the case may be.
WHEREAS:
KOHA, the digital legacy planning service provider and the host of the 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 contained, the Parties agree as follows:
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 the First Schedule.
c) “Clients” means the Legacy Planner’s 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 KOHA’s web portals, digital mobile applications and/or other digital platforms.
g) “Legacy Planner” means an individual who is to facilitate, assist and guide Clients, upon appointment, on KOHA Services through the 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 a 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.
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 Party’s 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 or 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 to the extent that such Party expressly authorizes and/or consents.
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 a 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 a 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.