Members’ Rules & Regulations
Members’ Rules & Regulations
These R&R are implemented with the purpose of safeguarding the rights and regulating the obligations of Elken Members (“Members”) rather than restraining your independent business activities. In order to mould yourself to be a responsible and ethical Member, you must understand and abide by the R&R, which have the objective of building a healthy business networking environment for your long term and profitable business; promoting unity and positive harmony among fellow Members; and between Members and Elken Global Sdn. Bhd. (“the Company”). Your strength and success as a Member is a collective effort, founded upon the enduring partnership of commitment and trust that exists between the Company and our Members.
It is the responsibility of each Member to; (i) read, understand, adhere to and ensure that he/ she is aware of and operating under the most current version of the R&R; (ii) update their contact details and correspondence/e-mail addresses as the Company will send communications to the Member’s last known address and contact details as captured in its database. Each Member agrees that the relationship between a Member and the Company is entirely contractual. Accordingly, the Company will not recognise any claim by a Member that the relationship is or has been quasi-contractual, has arisen by implication from any continuing practice or course of action, has been verbally authorised by any employee of the Company in contradiction of the R&R or policy, or is otherwise implied in fact or in law.
These R&R in their present form and as amended by the Company from time to time are incorporated into and form an integral part of the Member Application Form and constitutes part of the agreement between the Company and the Members (“Agreement”). Failure to comply with any of the provisions herein may result in the termination of your membership.
1.1 Member’s Code of Ethics
All Members are required to observe the Members’ Code of Ethics at all times, which is set forth as follows:
- I will follow the highest standard of honesty and integrity in conducting the ELKEN business.
- I will abide by the R&R, Company’s policies, procedures, Code of Ethics, and directives at all times.
- I will actively train and encourage my downlines towards succeeding in the ELKEN business.
- I will not resort to any fraudulent acts in promoting the Company’s business at the expense of the Company, fellow Members and to the direct selling industry.
- I will present ELKEN Global Compensation Plan accurately and honestly, clearly portraying the level of effort required to achieve success.
- I will not take advantage of the goodwill of the Company to promote other businesses ventures/interests, whether directly or indirectly in competition with or in conflict with the Company’s interest.
- I will not make negative or disparaging remarks about the Company, its employees, officers, directors or denigrate other company’s products, marketing plan or any other features of another company. I will be respectful to the Company and to the direct selling industry as a whole.
- I will not retail the Company’s products at below or above the prescribed process authorised by the Company.
- I will not use the Company’s trade name(s), information, literature, advertising materials and Company’s resources for any other business interests or purpose not authorized by the Company.
- I will not make any payment or promise to pay any prospect or Member in return for membership recruitment or enrolment activities.
- I will continuously strive to ensure that my customers and fellow Members are satisfied with the Company’s products and my service.
1.2 Independent Contractor Status
- A Member is an independent contractor and shall not imply or represent himself/herself to others as a franchisee, partner, employee, agent or authorised representative of the Company and accordingly shall not have the right to negotiate or conclude any contract on behalf of the Company or hold himself/herself as having such a right.
2.Becoming a Member
- Any individual, who is of legal age in Malaysia can apply to be a Member by completing the Member Application Form manually or via e-registration online and attach a copy of their National Identification Card or Passport. Any application in the name of a company or a third party will not be accepted.
- The Company reserves the right to accept or reject any application without assigning any reason whatsoever.
- A Member must not be an existing agent, representative, employee or spouse of an employee of the Company.
- All applications must be sponsored by an existing authorised Member.
- All Memberships are single memberships. A Member may own or has an ownership interest in only one membership, except when an existing Member purchases another membership.
- Married couples are allowed to maintain two separate memberships under the same line of sponsorship provided they are directly sponsored by his/her spouse.
3.Term and Renewal
- Upon valid registration of the membership, the membership is valid for a term of 52 weeks. Membership will only be activated upon qualifying for the activation requirement stipulated under ELKEN Global Compensation Plan.
- Member is entitled to rescind/terminate the Agreement upon written notice by way of official letter to the Company either within the “cooling off period” (i.e. 10 working days from joining/purchase date) or through resignation from his/her membership at any time, after which a Member’s downlines shall be transferred to his/her upline/sponsor.
- A Member may reapply to be a new Member upon the expiry of his/her membership (i.e. 52 weeks from last purchase or 6 months after the Company receives his/her written resignation letter), whichever is earlier.
- A Member is required to renew his/her Membership annually by paying a renewal fee of MYR42 on or before the expiry of the 52 weeks from joining/purchase date.
4.Sponsoring & Placement Change/Correction
4.1 Principal of Sponsorship
- It is against the Company’s policy for any Member to change sponsor through any means. Any application submitted with the intent to change sponsors will be rejected except due to Member’s placement error and subject to the condition specified in clause 4.3 below.
- It is against the Company’s policy for a Member to be sponsored under two or more memberships. Such conduct will result in his/her membership being terminated.
- Application for the change of sponsor or any change in the placement (with the exception to Article 4.4) or change of the entire personal group is strictly prohibited.
- No Cross-Sponsoring of membership shall be allowed. Cross-Sponsoring in this context means:
- Signing up an existing Member or any person from another group or sideline, which is not within his/her direct line of sponsorship in the Company or from the Company’s associated, related and affiliated companies within the Elken Group.
- Signing up under another sponsor to operate his/her membership when his/her membership is still valid.
- Allowing other people or relatives to use his/her membership to conduct business.
- In the event of Cross-Sponsoring, the following actions shall be taken:
- The membership of the Member, who signs up a Member of another group shall be terminated.
- All Members involved shall be transferred back to their original sponsor.
- If Member “A” is found to have used another person’s or a relative “B’s” membership under another group to carry out business, then “B’s” membership will be terminated and all of “B’s” downline Member shall be transferred to “A”.
- In addition, the Company reserves the right to:
- Withhold commission/bonus payment and/or suspend any benefits of the violating Member; and/or
- Terminate the violating Member at the Company’s discretion.
4.3 Rules of Placement
- The first 2 placement of the Sponsor’s downlines are auto placed and the Sponsor shall only have the right to place the placement of all the subsequent downlines he/she personally sponsored under his/her existing account within the downline group.
- Sponsors cannot place their downline in contravention with Clauses 4.1 and 4.2 above.
4.4 Placement Change/Correction
- Upon the current sponsor’s written consent, a Member may request in writing to Company’s Head Office for a 1 time placement change or correction of sponsor within 3 days from the new Member’s joining date.
5.Representations & Obligations
- Members shall not imply or claim that they have exclusive territory in an area in which to recruit and/or sell Company’s products.
- Members shall not enrol or attempt to enrol an individual without his/her consent/knowledge or enrol or attempt to enrol a non-existent individual (phantom) as a Member or fraudulently execute a Membership Application Form on another person’s behalf or to execute any agreement/contract other than Membership Application Form in order to become a member.
- Members shall present the official ELKEN Global Compensation Plan as endorsed by the Company and most updated version of the R&R to any prospect/individual whom they are sponsoring to become members before signing the Membership Application Form. Copies of these documents are available on the Company’s website at elkenbydzyne.com.
- Members shall not recruit any prospect to participate in the Company’s business opportunity through or in combination with any other program, network marketing scheme or in any manner other than those specifically provided in the Company’s official literature.
- Members shall introduce themselves by producing their membership ID card before conducting their business.
- Members are required to attend training courses in addition to providing guidance, adequate training and supervision to their downlines and to Members they sponsored to ensure their business activities are conducted and operated in compliance with the provisions of these R&R.
- Members, regardless of their rank of achievement have an ongoing obligation to continue to personally promote sales through the introduction of new customers to the Company and through servicing their existing customers.
- Members are obliged to provide receipts to customers and to keep complete and accurate records of all their business dealings.
- Members shall be responsible to make tax payment in relation to their earnings in accordance with the relevant local tax legislations/regulations.
- Members shall comply with all relevant applicable laws, legislations, regulations and ordinances concerning their business operations in their respective country of residence.
6.Violation of R&R
6.1 Prohibited Acts
A member shall not:
- Incur any liability or debt in the name or on behalf of the Company;
- Make or modify or alter or discharge any contracts in the name of the Company;
- Negotiate, or mislead others that they have such right, enter into contracts and/or agreements for and on behalf of the Company;
- Sponsor or solicit or attempt to sponsor or solicit the Company’s Member, employee, supplier, manufacturer, consultant and vendor or anyone into any trade, business or profession whether directly or indirectly in competition with or in conflict with the Company’s interest and/or to alter or terminate their employment or business relationship with Company;
- Solicit the participation of any of the Company’s Member, employee, supplier, consultant, manufacturer, and vendor to purchase or sell any products other than the Company’s or to present other opportunities to or to solicit their participation in any other trade, business or profession whether directly or indirectly in competition with or in conflict with the Company’s interest. Notwithstanding the aforesaid, this provision does not apply to businesses/ trades conducted by the Company’s associated, related and affiliated companies within the Elken Group;
- Be engaged in or be interested, whether directly or indirectly or whether as director, shareholder, proxy, principal, agent, servant or licensee in promoting the interest or opportunity and sale of any products or goods other than those of the Company in any trade, business or profession in competition with or in conflict with the Company’s interest. Notwithstanding the aforesaid, this provision does not apply to businesses/ trades conducted by the Company’s associated, related and affiliated companies within the Elken Group;
- Influence existing Member, employees or agents of the Company and/or those of its related, associated and affiliated companies to likely cause operational disruptions, reputational damages and financial losses to the Company and/or its related, associated and affiliated companies;
- Be involved in any unauthorized media release or publication of Elken’s corporate-related information (including giving personal interviews) to newspapers/magazines/others whether through any form of mass communication or any social media platforms without prior written approval from the Company.
- Violate any terms stipulated in the R&R, Code of Ethics, Company’s policies, procedures, directives, or any applicable laws and regulations, including but not limited to all rules and regulations relating to Direct Selling and Anti-Pyramid Scheme Act 1993 (“DS(APS)”) and Personal Data Protection Act 2010 (“PDPA”).
6.2 Reporting of Violation
- It is the obligation of every Member to abide by and uphold the integrity of the R&R. If a Member observes another Member committing any violation of the R&R, he/she shall report such violation to the Company by providing details and evidence pertaining to the nature of the alleged violation to the Company’s Customer Service & Support Department.
6.3 Rectification, Suspension and Termination Procedures due to Violation of R&R
- Violation of R&R is a serious issue and constitutes a breach of the Agreement by a Member. It is likely to cause a negative impact not only on the involved Member’s business, but also on others Member’s businesses. At the same time, it may cast a dishonourable image and negative impression on the Company, its Members, business partners, officers, shareholders, Board of Directors and agents to the media, relevant authorities and general public. The Company provides guidance and advice in rectifying any violation and when the severity of the situation warrants, it shall take appropriate action against the Member involved. In the event of violation, the following procedure shall be observed:
- Upon any violation of the R&R, a written complaint has to be lodged immediately with the Company. The complainant may email to Customer Service & Support Department, giving details and evidence pertaining to the nature of the alleged violation. The complainant must also inform his/her upline about the complaint lodged against the Member concerned.
- Upon receiving the complaint, the Company shall notify the Member concerned, demanding a swift response and give him/her the opportunity to explain himself/ herself regarding the alleged violation.
- In the event the Company finds that the information provided by both the complainant and/or the Member concerned is inadequate, the Company reserves the right to request for more details from them. The Company may at any point in time withhold commissions under the ELKEN Global Compensation Plan and any product campaigns and incentives, or withdraw facilities and privileges of the Member (if any) pending the final outcome of the investigation.
- Upon securing all details pertaining to the alleged violation as claimed by the complainant, the Company shall talk to the Member concerned, ensuring that the violation is not repeated. If necessary, the complaint lodged shall also be submitted for further discussion by the Company in consultation with the Management.
- Upon assessing the facts, gravity and any circumstantial damage caused by the violator’s breach of the Distributor Application Form or R&R the Company acting on the principle of impartiality may suspend or terminate the membership of the Member concerned, by giving written notice via registered mail to the last known address of the Member as captured in the Company’s database. The postmark shall be taken as the proof of receipt.
- In the event of suspension, a brief description of the complaint lodged against the suspended Member shall be stated, in addition to spelling out the necessary steps in rectifying his/her behaviour as well as the deadline for their compliance.
- Failure on the suspended Member’s part in rectifying his/her behaviour within the stipulated deadline shall eventually lead to the termination of his/her membership.
- The Company reserves the right to take necessary action against the terminated Member and demand any compensation for damages and legal costs incurred, if any.
- The Company reserves the right to amend or change any part of the above procedure when necessary without giving prior notice.
6.4 Effects of Suspension and Termination
- A Member may choose to suspend his/her membership with written notice to the Company. In doing so, the Member must wait until the membership expires (52 weeks from last purchase) before reapplying to be a Member.
- Refusal of delivery or request for return of products previously purchased for refund shall be deemed as self-suspension.
- Any Member whose membership has been suspended or terminated:- (i) is not permitted, either directly or indirectly, to enter into the premises of the Company, purchase products, hold and attend meetings and incentive trips, participate in the building, sponsoring or development of any of the Company’s members and prospects; (ii) shall cease to identify himself/herself as the Company’s Member; (iii) shall no longer be entitled to the status of his/her membership and all of ELKEN Global Compensation Plan, benefits and entitlements. (Standing orders for future purchases will be terminated and the Company may refund the unutilised funds (if any) after deduction of administrative charges and shall have no further claims whatsoever against the Company; (iv) subject to Company’s discretion, his/her downline organisation shall be transferred to his/ her direct sponsor; (v) shall covenant not to influence existing Member, employees or agents of the Company or those of the Company’s related, associated and affiliated companies in such manner that may cause operational disruption, reputational damages and financial losses to the Company and/or its related, associated and affiliated companies.
- The Company reserves the right to claim damages from the suspended or terminated Member if he/she is in breach of the R&R or has participated in any other action that may cause losses in terms of financial or otherwise to the Company.
- A Member, who has resigned or been suspended or terminated can reapply for a new membership after his/her resignation, suspension or termination subject to the Company’s approval and Clause 3.1 (c). Any person reapplying to become a Member of the Company shall not lay claim to any of his/her bonuses/ incentives, ranks or positions, which he/she enjoyed or held prior to his/her suspension/termination or resignation.
7.Sale & Succession of Membership
7.1 Sale of Membership
The sale of membership is subject always to prior written approval of the Company’s Head Office and upon fulfilling the following conditions:
- Only a membership in good standing with the Company and having the rank of 3 Star Diamond and above and not in violation of the R&R may be sold. The Member must write in to the Company for prior written approval before any sale of membership can be made. Approval is based on the review of the proposed purchaser’s qualification and intention to manage and will be subject to the consent and approval of the Company.
- The sale of the membership follows the below preferential order:
- First priority
The Member’s immediate sponsor
- Second priority
Any upline Member
- Third priority
One of the 3 Star Diamond’s downlines sponsored by the Member
- Fourth priority
One of the Members in the Company with the rank of 3 Star Diamond and above
- First priority
- Upon obtaining written approval of the sale from the Company, a sale and purchase agreement must be signed between the buyer and seller. A transfer fee of MYR210 together with a copy of the duly stamped sale and purchase agreement must be extended to the Company for safekeeping.
- Any Member who has sold his/her membership can only apply to join as the Company’s Member after one year from the date of the sale. Accordingly, he/she will start from the very beginning with no link to previous downlines.
- All bonuses accrued to the previous membership will be paid to the new owners. The awards and recognition previously awarded to the membership will be transferred to the new owner, if the new owner is presently a Member of the Company. However, the new owner has to attain the required qualification before he/she is entitled to acquire any due awards and recognition of the transferred membership.
- Selling and buying an existing membership as a means of changing membership is generally discouraged. The Company will closely scrutinise such transactions for violation of other important policies.
The Company reserves the right to disapprove any sale of membership without having to give any reason. Any effort to circumvent compliance of this section will render the transfer to be declared null and void.
- Upon the demise, incapacity or health problems of a Member, his/her membership shall be transferred to the Member’s beneficiary subject to the Company’s Beneficiary Policy and relevant laws of the country concerned.
- Where a Member (being a transferor), in order to facilitate the transfer of a membership in the event of his/ her death, requests the name of another transferee to be included into his/her membership, the transferee must be his/her next of kin, namely his/ her spouse, parent, child, or immediate brother or sister, and the transfer has to be supported by relevant supporting documents to evince the same. The name of the transferor must continue to remain in the membership until his/her death and supporting estate-planning documentation must be provided to the Company before change is affected. Such transfer shall be subject to such terms and conditions as may be imposed by the Company and the prior written approval of the Company and whose approval may at any time be withdrawn without any notice to that Member.
8.Product Sales and Pricing
8.1 Sales Representation
- The integrity of ELKEN Global Compensation Plan and the confidence of other Members shall be upheld at all times as such Member shall present the Company’s products and ELKEN Global Compensation Plan truthfully and accurately.
- Members shall not disseminate or spread any misleading, inaccurate and untruthful information or make any disparaging comparisons/statements whether directly or by implication about the Company, and/or its related, associated and affiliated companies through any communication platform. Any comparisons/statements made by Members shall be used in context based on relevant and substantiated facts and not unfairly selected facts that distort the truth.
- Members shall not claim, represent, and imply directly or indirectly, the Company’s Products other than those found in current Company literature and/or labels. If the reputation of the Company is damaged for this reason, Members concerned will be held responsible for all costs or damages arising from such action. Furthermore, they shall not bind or commit the Company to any settlement related to such costs or damages.
- It must be made clear that the Company’s programme is based on sales of the Company’s products and not for recruitment or rank advancement in ELKEN Global Compensation Plan. It shall be stated that sales commissions are generated through diligent and committed efforts and Members are not allowed to exaggerate any income claim.
- All statements regarding Product description and use must conform in every way to the written policies of the Company.
- Members shall not request any prospective members to purchase/make payment to any individual/entity or impose minimum purchase or compel to purchase more products than they can reasonably sell, use or maintain a specific amount of products, before joining the Company.
- Members shall not purchase products on behalf of another Member or through usage of another Member’s account to qualify for commission and/or bonuses or rank advancement under Company’s Compensation Plan.
- Members shall only use credit card with their own name embossed on the credit card for any purchase and shall ensure the credit card information is accurate and there are sufficient funds for such transactions.
- Members shall sell products to customers at Retail Price (“RP”). Only Members can enjoy the Company’s products at the Member Price (MP) and those offered as the Company’s official promotional packages.
- Members shall not under-price or over-price any product of the Company for the purposes of gaining higher profits or promoting sales. This action may warrant termination and/or legal action against the violators by the Company.
- Under-pricing or over-pricing in the above context means:
- All products of the Company shall be sold at the price prescribed or approved by the Company. No Member is allowed to raise or lower the price of any products.
- No Member is allowed to carry out their own promotion unless with prior written approval from the Company.
- Products obtained during promotion or with purchase offers shall be sold at the price prescribed or approved by the Company.
- Member is not allowed to instigate, encourage, indulge or teach downlines to obtain bonus rebate/refund of commission in order to be more competitive in pricing.
- Member is not allowed to resell the Company’s products to their downlines, sidelines and other groups without the submission of sales report to the Company.
- Member is not allowed to purchase/sell to the staff of the Company and vice versa.
9.Product Guarantee & Refund
9.1 Product Guarantee
In the event of any dissatisfaction with the product, manufacturing or packaging defect, Customers/ Members can return/exchange the Product within 90 days from the date of purchase. They have to provide a good reason and return the said goods together with the Customer Order Receipt copy. Thereafter, Customers/Member can return the products to the Company and exchanges for the same products within 90 days from the purchase date.
The Products returned must be in good condition, useable, resellable, restockable, unopened, unaltered and the products have not expired, Customers/Members must attach the following at the time of returning the products:
- Product Return Form (attached with Product stating reasons for return)
- Copy of Invoice/Cash Order and Customer Order Receipt
However, this guarantee only applies to products that were purchased through Company’s official website and/or from Members. Expired products or damaged products due to negligence, misuse, unintended use, mishandling or unauthorized modification are not accepted.
Upon voluntary resignation of membership, Member may apply to return any Company’s Products within 180 days from the purchase date provided that the Products are in good condition, useable, resellable, restockable, unopened, unaltered and the products have not expired.
Upon approval being granted, the amount refunded will be equivalent to Member’s cost of Product being returned, less total bonus paid on the original purchase, any benefits/incentives paid under any campaign and 10% service charge for handling fee and freight cost.
10.Trademark, Advertisement & Social Media
- Apart from the printed materials that the Company may supply and/or sell to Members, a Member should not use the name of the Company, its logos, trademarks and/or other representation of the Company without its prior written approval of the Company. Upon expiration, suspension/termination of a membership, the affected Member shall:
- Shall discontinue the use of all the Company’s logos, trademarks, and/or any other representations; and
- Shall not use any name, sign, label, stationery, product name, copyrights, designs and/or any printed material related to any of the Company’s products.
- Member shall not register or use any of the Company’s names, trademarks, logos, “ELKEN” and product names in any website, URL (Uniform Resources Locator) address, domain name, electronic media advertising or other forms of advertisement.
- Members shall not advertise the Company’s Products and/or its Compensation Plan without the prior written consent of the Company except by use of the exact language used in the Company’s printed materials.
- Members shall not duplicate, reprint or personalize any/all Company official literature and materials without prior written approval from the Company. Any/all privately produced promotional materials must be approved in writing by the Company prior to its publication.
- All products of the Company shall be marketed and sold in its original form and packaging. Member shall not alter, relabel, repackage, rebundle, unbundle, sell in loose form, or otherwise change any of the Company’s products or sell any product under any name or label other than that authorised by the Company.
- Member shall obtain prior written approval from the Company prior to selling, participating and displaying Company’s products at trade shows/conventions or any other e-commerce platforms.
- Member shall obtain prior written approval from the Company before participating in any media interviews, respond to any media inquiries and promote product or opportunity through any news report or trade industry publication.
10.3 Internet and Social Media
- Members may promote ELKEN business through the Company’s replicating website programme only.
- Members must obtain the Company’s prior written approval before setting up any online social media platforms (including but not limited to blogs, forums, sites, Facebook account whether for personal and/or network’s experience sharing or otherwise) to promote and advertise the Company’s products, campaigns, promotions and incentives. Such published information and/ or its content shall comply with the provisions of the R&R.
11.Commission and Bonus Payment
- All commissions and/or bonuses payable under ELKEN Global Compensation Plan are based on the sales of the Company’s Products and not through recruitment or rank advancement. Only active and activated membership are eligible for commission and/or bonuses.
- All commissions and/or bonuses payable under ELKEN Global Compensation Plan and any product campaigns and incentives (if any) shall only be released or redeemed subject to payment of all money whatsoever and howsoever owing or payable or due from the Member to Company or to any subsidiary or related/associated/affiliated companies within Elken Group under any other account whether as borrower, guarantor, assignor, or otherwise with the Company or to any subsidiary or related/associated/affiliated companies within Elken Group. The suspended or terminated Member expressly agrees that if any monies whatsoever and howsoever owing or payable or due from the Member to the Company or to any subsidiary or related/associated/affiliated companies within Elken Group under any account whether as borrower, guarantor, assignor, or otherwise with the Company or to any subsidiary or related/associated/affiliated companies within Elken Group, the Company may at any time have the right to debit the commissions and/or bonuses payable under ELKEN Global Compensation Plan and any product campaigns and incentives, or withdraw or forfeit facilities and privileges of the Member (if any) towards satisfaction of any liabilities of the Member due and payable to the Company or to any subsidiary or related/associated/affiliated companies of the Company within Elken Group.
- All weekly commissions and/or bonuses will be paid in the local currency within 21 days after the end of each week closing. In the event of any unforeseen circumstances, there may be a few days of delay due to external factors beyond the Company’s control.
- The minimum payment for commission is MYR42. Any commission generated less than MYR42 shall be accumulated and paid to the Member until it exceeds MYR42.
- The Company shall be entitled to charge a fee of MYR84 per pay cycle for the following where:
- No commission activity for a period of 12 months in the Member’s e-wallet;
- Commission payments that are delayed/pending due to the act/omission of Member for a period of 6 months.
- Upon receiving weekly Bonus Statements, Member should check to ensure the figures are accurate. Any queries should be made within 14 days from the issuing date of the statements, failing which the Bonus Statement is deemed correct.
- The Company shall be entitled to adjust all commissions and/or bonuses paid or to be paid as a result of returned/refund of Products and the commission and/or bonuses shall be adjusted accordingly in the Member’s weekly Bonus Statement.
- Confidentiality: Member shall neither disclose to third party nor use confidential information including but not limited to genealogy, manufacturer information, commission and sales reports Product specifications or formula and other business and financial information of the Company received whether in electronic or written form for any other purpose except as permitted by the Company nor directly or indirectly contact or communicate with the Company’s supplier, vendor, and manufacturer except with Company’s prior written consent.
- Waiver: Failure to enforce or to require the performance at any time of anyone of the provisions of these R&R shall not be construed as a waiver of such provision, and shall not affect either the validity of this R&R or any part hereof or the right of any party thereafter to enforce each and every provision in accordance with the provisions of these R&R. Any waiver by the Company can and shall only be effected in writing by the authorised personnel of the Company.
- Indemnity: Member shall indemnify and hold harmless the Company, its shareholders, officers, directors, employees and related/associated/affiliated companies from and against any party’s claim, demand, liability, loss, cost or expense (including, and attorneys’ fees), suit, proceeding howsoever caused whether for contractual breach, defamation, libel or slander, any loss or damages and goodwill arising out of or in any way related to or connected (alleged or otherwise) with a Member’s: (a) activities as Members; (b) breach of terms of the Agreement or R&R; and/or (c) failure to comply with any applicable laws, including but not limited to DS(APS) and PDPA.
- Limitation of Liability: To the extent permitted by law, the Company shall not be liable for, and each Member hereby releases the Company from, and waives all claims for any loss of profits, direct, indirect, special or consequential damages or any other loss incurred or suffered by Member as a result of: (a) breach of Agreement, R&R, Code of Ethics, policies, procedures, directives, terms and conditions of the Business Manual, and/or ELKEN Global Compensation Plan by Member; (b) Member’s business operations; (c) any inadvertent, incorrect or wrong data or information provided by Member; (d) violation of any copyright in connection with materials provided by Member; or (e) failure by Member to provide any information or data necessary to the Company for business operations including but not limited to marketing and promoting of Company’s Products and/or the joining and acceptance of any individual as the Company’s Member or the payment of commission and bonuses.
- Limitation of Damages: To the extent permitted by law, the Company, its affiliates, officers, directors, shareholders, employees and other representatives shall not be liable for, and each Member hereby releases the foregoing from, and waives all claims for loss of profits, direct, indirect, incidental, special or consequential or exemplary damages which may arise out of any claim whatsoever relating to the Company’s performance or non-performance, act of omission with respect to the business relationship or other matters between the Member and the Company whether in contract, tort or strict liability. Furthermore, it is agreed that any damages to the Member shall not exceed and is hereby expressly limited to the amount of unsold Company’s Products owned by Member and any commission and/or bonuses owed to Member.
- Force Majeure: The Company shall not be responsible for delays or failure in performance caused by circumstances beyond the Company’s control including but not limited to Act of God, strikes, labour difficulties, fire, war, government decrees or orders, or curtailment of a party’s usual source of supply.
- Entire Agreement: This Agreement, R&R and ELKEN Global Compensation Plan together constitute the entire Agreement between Member and the Company.
- Notices: Each notice, demand or other communication of any kind whatsoever given/ served by either the Company or Member shall be in writing and delivered by electronic communication whether by telex, telegram, e-mail or fax (if confirmed in writing sent by registered mail or by personal service). Any Party may change its address for notice by giving written notice to the other in the manner provided in this section. Any such notice, demand or communication shall deemed to be have been given or served on the date personally served by personal service, on the date of confirmed dispatch if by electronic communication, or other evidence if delivery is by mail.
- Changes and/or Amendments: Member shall comply with these R&R, policies, procedures, Code of Ethics, directives and any amendment made by the Company from time to time. The Company reserves the right to add, amend/change or substitute its Compensation Plan, Terms of Agreement, R&R, policies, procedures, Code of Ethics, directives at any time without prior notice. Amendments will be communicated by the Company by publication at the Company’s website and shall be effective and binding on the publication date. In the event any conflict exists between the previous documents/policies and any such amendments, the amendments shall prevail.
- Should any part of this Agreement be unenforceable (including any provision of exclusion of liabilities), the enforceability of any other part of therein shall remain in full force and effect.