Recitals

1. Cheap² operates a range of services allowing Affiliates to transfer visitors from their own Affiliate Websites to the Merchant and thereby earn commission according to the terms of the relevant services.
2. Cheap² wishes to offer to the Company the opportunity to be a Merchant on omni-channel affliate partner advertising program.
3. The Company wishes to become a Merchant in respect of those services offered by Cheap² as described and on the terms and conditions contained in this Agreement. The Company may wish to take up further additional services as may be offered by Cheap².
4. Additional services includes search engine optimization, pay ads, incentive share, 3rd party market place and directory channel with pre-arranged rates.
5. Definitions and Interpretation

• In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

Orders, directions, consents, and permissions made or given thereunder and any conditions attaching thereto.

• Clause headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement.

• Any reference to Clauses, sub-Clauses and paragraphs is to Clauses, sub-clauses, and paragraphs of this Agreement.

• Words denoting the singular shall include the plural and vice versa.

• Words denoting any gender shall include all genders.

• References to persons shall include firms, corporations, and other associations or bodies of persons whether incorporated and any government state or agency of a state whether any of the foregoing has any separate legal personal identity.

• Any reference to a statute or statutory provision shall be construed as including a reference to any statutory modification consolidation or re-enactment (whether before or in the case of consolidation or re-enactment only after the date hereof) from time to time and shall include reference to any provision of which it is a re- enactment (whether with or without modification) and any by-laws, statutory instruments, rules, regulations, and  policies.

2. Provision of Services

• In consideration of the Commission, Cheap² will provide and the Company will take up the Services on the terms contained in this Agreement.

• The Company shall access its Merchant Account on a regular basis and shall always provide accurate and up to date information in respect of Products for inclusion by Cheap² as appropriate in the Content. The Company shall always ensure that any variable elements of such information (g., interest rates, or prices) are complete and accurate and are not misleading at all times.

• The Company shall indemnify and keep indemnified Cheap² against all and any claims, damages, losses, or liability howsoever arising whether directly or indirectly because of incomplete, inaccurate, or misleading data or information relating to its Products and provided by the Company, its agents, servants, or employee.

• The Company shall not use or enable any third party to use information or data obtained through the Merchant Account or otherwise because of this Agreement for the purposes of sending or generating unsolicited bulk e-mail or spam. The Company shall indemnify and keep indemnified Cheap² against all and any claims, damages, losses, or liability howsoever arising whether directly or indirectly because of such use of information or data.

• If the Company is at any time unable to access the Merchant Account for the purposes of complying with its obligations under clause 2, it shall immediately notify Cheap². Cheap² shall use its reasonable endeavors to resolve any such problem as soon as practicable provided that where in the reasonable opinion of Cheap² the problem cannot be rectified within 48 hours, the Company consents to the Products being removed from the Services until such time as the Company’s access is resolved.

• Cheap² shall ensure that each module of the system is available as per the table below, subject to Clause 7 and events beyond Cheap²s reasonable control:

• Cheap² may suspend the Merchant Account for routine maintenance subject to providing at least 5 days’ notices, Cheap² reserves the right to withdraw from the Company, with immediate effect, any one or more of the Services in the event of any problem with merchant company.

the functionality of the Service in question which Cheap² is unable to resolve within 48 hours of becoming aware of the same.

• Cheap² reserves the right to alter or change the Content from time to time, save that any change to the Product Content will not be made without the prior written consent of the Company.

3. Commission

• The Company shall pay to Cheap² Commission in relation to each Service as set out or otherwise referred to in the relevant Insertion Order, or on such terms as the parties may agree from time to time, The Cheap² Commission may be subject to a Minimum Monthly Fee, as detailed in the Insertion Order.

• Except where the Company has agreed to different terms with an Affiliate, in which case the terms of the agreement with the Affiliate shall apply, the Company may alter those elements of the Affiliate Commissions, Validation Criteria, that are determined by the Company, at any time subject to giving Cheap² at least 14 days’ notice, such changes always to take effect from the beginning of a calendar month.

• In respect of Cost Per Sale Programs:

• the Company shall pay Commission for each Transaction, subject to the Validation Criteria agreed between the Parti If no Validation Criteria are stated, then the Transactions will be auto validated.

• A Program may operate with Validation where the Validation Period is less than 15 days Where a period of more than 15 days is required to approve a Transaction, Extended Validation will apply.

• In respect of Cost Per Call Programs:

• the Company shall pay the Commission for each Valid Call, where a Valid Call is one that exceeds the Call Duration, agreed between the Parties within the Insertion Order. If no Call Duration is stated in the Insertion Order, it will be assumed to be zero minute.

• In addition, the Company shall pay the Call Charges for the Calling Program at the prevailing Call Charge Rates for each month of the activity. The prevailing Call Charge Rates shall be made available on the website and updated from time to time.

• If the Company fails to answer more than 10% of calls provided Cheap² shall be entitled to calculate a Commission, in respect of the unanswered calls, based on the conversion rate of the answered calls or if there is insufficient data, based on conversion rates for a comparable program fees.

• In respect of Cost Per Lead Programs

• The Company shall pay Commission for each Valid Lead, where a Valid Lead is any Lead that is not a Rejected Lead.

• A Rejected Lead, is any Lead that falls under Cheap²s Lead Rejection Policy, or

which meets the Client Rejection Criteria, as agreed between the Parties within the Insertion Order. If no Client Rejection Criteria are stated in the Insertion Order none shall apply.

• For the avoidance of doubt, there will be no Callback of Commission by the Company on transactions that have been validated but which are subsequently canceled or adjusted.

• Except where Extended Validation applies, the Company shall validate and pay invoices within 30 days For example: in the case of a program that is Cheap² Tracked (with validation) where 5 days are allowed for validation, the Company shall pay the invoice within 25 days of the invoice date where no validation is required the Company shall pay within 30 days of the invoice date.

• Where Extended Validation applies, Cheap² may require advance payment, prior to the completion of the Validation Peri In such instances, Cheap² shall invoice activity based on estimated validation rates, in accordance with the process agreed between the Parties within the Insertion Order and the Company shall pay such invoices within 30 days.

• The Company will use reasonable endeavors to ensure that invoices are paid within 30 days of the end of a calendar month following the month of the activity.

• If the period for invoice payment exceeds 30 days, Cheap² shall be entitled to interest on the sum overdue until payment at a rate equal to the minimum lending rate from time to time of National Westminster Bank pl plus 4% per annum.

• Cheap² shall keep such records as are adequate to allow calculation by it of the Commission and shall allow the Company access on reasonable notice in writing to inspect such records at the offices of Cheap² during usual business hour according to Singapore GMT+8 time zone.

• Any dispute regarding the amount of Commission due shall be referred to the Contact Person who shall negotiate in good faith with Cheap²’s appointed representative with a view to resolving such dispute If the dispute is not resolved within one week, the matter shall be escalated to the next senior management level within the parties. If the matter is not resolved within 4 weeks of the dispute arising, Cheap² shall be entitled to determine a reasonable resolution to the matter.

4. Tracking

• Where Cheap² Tracking is used:

• Cheap² shall use appropriate industry-recognized techniques to ensure the accurate attribution of all Transactions generated through the Services, platform, or market place.

• the Company shall provide to Cheap² such assistance as it shall require enabling it to set up Cheap² Tracking on the Merchant Website to facilitate monitoring of the performance of the Advertising Services.

• the Company is responsible for maintaining any elements of Cheap² Tracking that are included on the Merchant Website and ensuring that they are not removed or altered in any way without the prior agreement of Cheap².

• the Company shall indemnify and keep indemnified Cheap² against all and any claims, damages, losses, or liability howsoever arising whether directly or indirectly because of any problem with track caused by the Companies action.

• The Company warrants that the Merchant Website complies with all required legislation to allow the implementation and use of Cheap² Tracking for the purposes of the audit and troubleshooting.

• Where Merchant Tracking is used:

• the Company is responsible for ensuring the accurate reporting of all transactions generated on each program in sufficient detail to allow the accurate calculation of Commission.

• The Company shall indemnify and keep indemnified Cheap² against all and any claims, damages, losses, or liability howsoever arising whether directly or indirectly because of any failure by the Company to provide such accurate report.

• Should any problem be identified with the tracking such that it does not correctly allocate transactions to individual Affiliates then the Company will work with Cheap² to agree with a suitable proxy to calculate the Commission.

• The Company gives Cheap² the right to use data obtained through tracking Programs to compile and present analytics and benchmarking reports, save that all such data shall always be aggregated and anonymous.

Cheap² with a short explanation of the reasons for the termination.

• The Company gives Cheap² the right to conclude agreements with Affiliates wishing to join the Services on such terms as it may determine Cheap² reserves the right to reject any applicant wishing to become an Affiliate or to remove any Affiliate from the Services at its sole discretion at any time.

• Although the Company is free to communicate with Affiliates as it sees fit, it will not during the period of this Agreement enter any commission arrangements with any Affiliate outside Cheap2 network.

6. Transaction Queries

• Should the Merchant choose to work with Cashback Affiliate, the Merchant shall provide Cheap² with any specific rules to govern the treatment of that activity (the “Cashback Rules”). Cheap² shall ensure that the Cashback Rules are communicated to the relevant Cashback Affiliate program.

• Cheap² shall provide the Company with a detailed report of consumer transaction queries (the “Customer Query Log”). The Customer Query Log shall be provided in the format and on the timescales agreed between the two parties from time to time, save that it shall always be provided in a timeframe that allows the Company to meet the response times in clause 3.

• The Company agrees to provide resolution of all Valid Queries, in good faith, within 30 days of receiving the Customer Query Logs, Email or any form in proper communication channel.

• Neither party shall reveal the trade secrets of the other party nor use such secrets except for the purpose of fulfilling its obligations under this Agreement. The parties shall take all precautions reasonably necessary to prevent unauthorized disclosure or use of such trade secrets by employees or third parties.

• The Company agrees in particular not to communicate details of its trading terms with Cheap² to any Affiliate using the Affiliate Program.

8. Termination of Services

• Either party shall be entitled to terminate this Agreement in relation to any one or more of the Services by giving to the other 3 months’ notice in writing.

• Cheap² reserves the right to withdraw from any Affiliate from one or more of the services.

• Cheap² reserves the right to withdraw from the Company with immediate effect any one or more of the Services in the event of:

• Any problem with the functionality of the Service in question which Cheap² is unable to resolve within 48 hours of becoming aware of the same services.

• Any breach by the Company of its obligations contained in this Agreement.

• Commission due under this Agreement remains outstanding for more than 60 days.

• Either party shall be entitled to terminate this Agreement forthwith if:

• the other party commits any repudiatory breach of any of the provisions of this Agreement.

• in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.

• an encumbrancer takes possession, or a receiver or trustee is appointed over any of the property or assets of that other partner.

• that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order.

• that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agreed to be bound by or assume the obligations imposed on that other party under this Agreement).

• anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or

• that other party ceases or threatens to cease, to carry on business

• For a period of six months following termination of this Agreement howsoever arising, the Company will not enter communication with a view to negotiation or any form of direct or indirect business arrangement with any Affiliate or former Affiliate.

9. Miscellaneous

• If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary and reasonable adjustments of the Agreement to secure the interests and objectives of the parties prevailing at the time of the Agreement.

• Neither party shall assign its rights or obligations under this Agreement in whole or in party to any third party without the prior written consent of the other.

• The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

• The failure or delay by either party to exercise or enforce any right under this Agreement shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any time or times thereafter.

• This Agreement shall be governed by and construed in all respects in accordance with the laws of Singapore and any dispute shall be subject to the exclusive jurisdiction of the High Court in Singapore.