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Terms and Conditions

These terms and conditions are an integral part of the Influencer Marketing Agreement for the promotion of the “Friends with Benefits” Influencer Platform.

Oud Essentials reserves the right to change at any time and in its sole discretion any of the terms and conditions contained in these General Terms and Conditions, the Policies and the Commission. Changes to these General Terms and Conditions will take effect at the latest seven (7) days from notification by notice to the Influencer or posting on the Platform or otherwise. Changes to Policies and the Commission may be posted without notice and shall have immediate effect. The Influencer is responsible for reviewing notices, policies and the commission structure. The Influencer’s continued participation in the Oud Essentials Influencer Program following the changes taking effect will constitute the Influencer’s acceptance of such changes and if the Influencer does not agree to any changes, the Influencer must discontinue its participation in the “Friends with Benefits” Influencer Program and the Agreement will be terminated. For the avoidance of doubt, newer versions of the General Terms and Conditions, Policies and the Commission structure supersede older versions.

i) it is, and will remain at all times, a business duly organized, registered, validly existing and is in good standing under the laws of its country of registration; or an individual who is of legal age, with legal residence status and is of sound mind;

ii) it has all requisite rights, power and authority to enter into the Agreement and perform its obligations hereunder; and

iii) any information provided or made available to Oud Essentials is, and shall remain at all times, accurate, up to date and complete.

CLAUSE 1. DEFINITIONS AND INTERPRETATION

a) Oud Essentials: All companies under the Oud Essentials group.

b) Parties: Oud Essentials and the influencer entering into the Oud Essentials Influencer Program.

c) Advertising Material: includes banners, pop-ups or any other Oud Essentials information shown in equivalent forms.

d) Influencer Media: All advertising media, including but not limited to website, application and newsletter, the Influencer’s network, their owned and brokered media, registered to the Influencer Program by the Influencer and approved by Oud Essentials. This shall also include social media pages, forums, blogs and other online media created and managed by the Influencer.

e) Influencer Platform: The online platform provided by Oud Essentials, which enables the Influencer to participate in the Influencer Program and provides the Influencer with statistical, financial and other information concerning the Influencers performance and Commission amounts as well as Advertising Materials.

f) Influencer Program: The Oud Essentials program that offers products, goods and/or services for sale to Customers by way of Hyperlinks originating on the Influencers Media.

g) Chargeback: Sales which are not eligible for a Commission including, but not limited to:

i) Fraudulent & invalid transactions (including transactions identified manually or by way of automated fraudulent order check tools);

ii) Cancelled transactions; and

iii) Returned orders

h) Click: A user’s call of an Influencer Program Hyperlink on the platform operated by the Influencer, leading to the display of a Product or of a page on the Platform.

i) Commission: The fee earned by the Influencer for a Click leading to a Sale, or any other action agreed to by the Parties, excluding Chargebacks, as further defined in Clauses 7 and 8.

j) Customer: A consumer who places an order on the Platform through a Promo Code on the Influencer Media.

k) EDM: Advertising e-mails and other direct marketing products and processes.

l) GST: Goods and Services Tax; VAT: Value Added Tax

m) Net Shopping Value: Sales value less any delivery costs and applicable GST/VAT.

n) Hyperlink: A link to a Product in the form of a URL provided via the Influencer Program to identifying the Influencer, for use by the Influencer in the Influencer Media.

o) Promo Code: A unique code assigned to Influencer of which its application shall determine the sales volume generated by Influencer.

p) Platform: The Website and any other Internet domain property or mobile app owned or operated by Oud Essentials.

q) Product: A product sold or a service provided on the Platform.

r) Sign-Up Form: The Sign-up form that is accessible via the Influencer Program for registration with the Influencer Program.

s) Views (or impression): The number of times that an advertisement is shown on the Advertising Media.

t) Website: www.oudessentials.com e-commerce platform.

CLAUSE 2. CONTRACT FORMATION

The agreement shall be formed exclusively via the Influencer Platform application procedure. The Sign-Up Form together with these General Terms and Conditions and the acceptance into the program will together constitute a framework agreement between the Parties. In case of a conflict between the Sign-Up Form and these General Terms and Conditions, these General Terms and Conditions shall prevail.

CLAUSE 3. SCOPE OF AGREEMENT

a) The Agreement concerns the participation of the Influencer in the Influencer Program. To this end, Oud Essentials shall make a selection of Advertising Materials available to the Influencer via the Influencer Platform for Influencers to place on their Influencer Media.

b) The Influencer shall be solely responsible for placing Advertising Materials on the Influencer Media. Subject to the rights of Oud Essentials under this Agreement, the Policies, all applicable laws, as well as Oud Essentials’ absolute rights to direct the use of, suspend or terminate the use of Advertising Materials and of this Agreement, the Influencer shall be free to decide whether and how long to place the Advertising Materials on the Influencer Media and shall be entitled to remove the Advertising Materials at any time. The Influencer may only place Advertising Materials on the Influencer Media provided that such Influencer Media has been registered with and approved by Oud Essentials, which approval may be withdrawn at any time and for any reason or no reason, without penalty to Oud Essentials.

c) In return for a Successful Sale, the Influencer shall be entitled to the Commission as per Commission structure which shall be made known to the Influencer separately.

d) The Influencer Program shall not establish any other contractual relationship between the Parties beyond that which is envisaged in this Agreement.

e) The Influencer’s own terms and conditions as well as any other terms shall require the express written consent of Oud Essentials and shall therefore not be applicable even if Oud Essentials is notified thereof and does not object to their validity.

CLAUSE 4. INFLUENCER OBLIGATIONS AND COVENANTS

a) The Influencer is prohibited from modifying the Advertising Materials and content accessed via the Influencer Platform or using such materials other than as expressly provided for under this Agreement.

b) The Influencer shall not, without Oud Essentials prior written consent, be allowed to use EDMs to promote Oud Essentials, the Platform or for any other purpose under this Agreement. The Influencer will not hold Oud Essentials liable in case of issues arising out of any EDM and guarantees it will take full and sole responsibility for any issues stemming from such EDM. The Influencer is not allowed to use the brand “Oud Essentials” within the e-mail address, within the URL, within the source code, and within the subject of the e-mail. The Influencer has to make sure that it is clear that the e-mail comes from the Influencer and not from Oud Essentials directly. The e-mail has to be approved by Oud Essentials before it is sent. The Influencer shall not be perceived as representing Oud Essentials nor have any influential power in Oud Essentials in any manner, written or otherwise.

c) The Influencer shall be responsible for the content and routine operation of the Influencer Media. The Influencer shall place no content on their Influencer Media that breaches applicable law, public morals or third-party rights, or harms the reputation of Oud Essentials, or the parties it does business with. Prohibitions shall include, but not be limited to, representations that glorify violence, sexual and pornographic content and illustrations, misleading statements or discriminatory content (e.g. in respect of gender, race, politics, religion, nationality or disability). Such content may neither be mentioned on the Influencers Media, nor may links be created from the Influencers Media.

d) The Influencer Media shall not post, conduct, undertake, use, perform or host torrent streaming, illegal downloads and other such activities which infringes the copyright acts without Oud Essentials’ prior consent.

e) The Influencer may not create, maintain or in any way, directly or indirectly, take any part or be associated with any websites/apps that may lead to risk of confusion between the Influencer or the websites/apps within the Platform. Furthermore, the Influencer may not create the impression that the Influencer Media is a project of Oud Essentials or that its operator is economically linked to Oud Essentials in any way or that there is any relationship or affiliation between the Influencer and Oud Essentials that goes beyond the Oud Essentials Influencer Program and this Agreement. In particular, but not limited thereto, the Influencer may neither mirror the Platform, copy graphics, texts or other Platform content, or use any materials or content from the Platform or Oud Essentials logos or brands in connection with the Influencer Program.

f) The Influencer shall ensure that its advertising contents are neither in direct nor indirect breach of domestic or foreign third-party property rights or other rights that do not meet any special statutory protection.

g) Advertising Oud Essentials through social media activities (including but not limited to Facebook, Instagram, Twitter, blogs) must be expressly approved by Oud Essentials and may not include any Oud Essentials trademarks, or display misleading content (i.e. that may not look like official Oud Essentials social media activities) and any social media activities through the Facebook platform must be run through a "Fan Page" only and not through a "Personal Page" in accordance with Facebook policy.

h) The Influencer shall not set up campaigns on third party Influencer Networks. The Influencer is only allowed to direct its own traffic and/or its own sub Influencer traffic in case of networks, to the Platform. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, auto-redirect advertisements which automatically redirect the user to the Platform without the user’s engagement or action (e.g. click, touch), cookie dropping, post view technology, misleading advertisements that result in misleading clicks that display expected content, etc., are strictly prohibited. Actions by the Influencer that result in forced installations of the App are prohibited. For clarification purposes, forced installation also includes the act of not asking for permission before initiating a download/ redirect.

i) The use of offers, creative or brand names for competitions, lotteries and similar activities is prohibited.

j) Where so approved by Oud Essentials, the Influencer may promote vouchers created explicitly for or communicated by means of the Influencers newsletter.

k) Any breach, by the Influencer of its obligations under this Agreement or any intellectual property rights of Oud Essentials or third parties, shall entitle Oud Essentials to terminate this Agreement for good cause. This shall not affect any additional claims against the Influencer to which Oud Essentials may be entitled. Oud Essentials shall be entitled to withhold or cease all and any services related to the Influencer.

l) If so requested by Oud Essentials, the Influencer shall remove Oud Essentials advertising material without delay from the Influencers Media.

m) The Influencer hereby agrees on its behalf and on behalf of sub-influencers to release Oud Essentials (and its agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Influencer Media, provided such release will not apply where actual claims, demands or damages arise due to the Advertising Media or Oud Essentials fraud, negligence or wilful misconduct.

n) The Influencer will defend, indemnify and defend Oud Essentials and its employees, directors, agents and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) arising out of, or related to the Influencers, any sub-influencers or the Influencer Media, any actual or alleged infringement of any intellectual property rights, taxes (duties, fees and other charges, etc.), the failure to collect or pay taxes, etc. If, for its legal defence, Oud Essentials requires the Influencer to provide information or explanations, the Influencer shall be obliged to make the same available to Oud Essentials no later than three (3) days thereafter and shall also provide reasonable support to Oud Essentials in its legal defense.

o) The Influencer shall not purchase, directly or indirectly (eg. through family, friends, or associates), any Product(s) by way of the Advertising Materials.

p) The Influencer covenants that it has and will maintain all licenses, permits, approvals, registrations or the like, to perform the matters contemplated under this Agreement and that it shall carry out this Agreement in compliance with all applicable laws in Malaysia and any other applicable jurisdiction.

q) Without prejudice to other rights or remedies available to Oud Essentials, if Oud Essentials determines that the Influencer is not in compliance with any requirement or restriction under this Agreement, including but not limited to those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Influencer, the Influencer agrees that it shall forfeit the Commission otherwise payable under this Agreement and Oud Essentials reserves the right to deem as Chargeback:

i) any pending payment owed to the Influencer

ii) the period non-compliance was identified, and

iii) any future payout earned by the influencer deemed to have originated from the non-compliance.

In addition, in case of non-compliance of any obligations under Clause 4 by a sub-influencer to the Influencer, Oud Essentials to the Influencer may apply a penalty equivalent to 30% of the Commission.

r) Upon termination of this agreement by either party, the influencer shall immediately cease to associate itself in any way with Oud Essentials and shall refrain from any personal comments on Oud Essentials and/or its products, and shall discontinue using any materials obtained from Oud Essentials.

CLAUSE 5: SERVICES BY OUD ESSENTIALS

a) The Influencer shall be provided with advertising materials updated at regular intervals in line with the product range and seasonal influences. The Influencer may request customized formats.

b) Oud Essentials shall operate the Platform, the Influencer Platform and the services offered thereon, such as the provision of product feeds, on a best efforts basis. Oud Essentials shall not be required to provide error-free and interruption-free availability of the Platform or the Influencer Platform. The level of quality and the correctness of Product descriptions on the Platform and on the Advertising Materials, csv files, etc. provided on the Influencer Platform, shall fall within the exclusive discretion of Oud Essentials.

c) The Influencer shall be entitled to receive the Commission in relation to net transactions that are generated, by its active promotion of Oud Essentials on the Influencer Media, on a monthly basis. Commissions will be processed and paid on the 15th of the following month.

d) Any typographical, clerical or other error or omission in the Advertising Media or other Oud Essential document shall be subject to correction without any liability for Oud Essentials.

e) Any claim by the Influencer under the Agreement must be notified to Oud Essentials within ninety (90) days from the time the claim became known, or should have become known, to the Influencer. For the avoidance of doubt, Oud Essentials will not be liable for any claim made by the Influencer after said deadline.

CLAUSE 6: LIABILITY OF OUD ESSENTIALS

a) The total liability of Oud Essentials under this Agreement shall not exceed the total of the Commissions paid to the Affiliate under this Agreement in the three months immediately prior to the event giving rise to the most recent claim of liability.

b) No further liability on the part of Oud Essentials shall exist.

c) The aforementioned limitation of liability shall also apply to the personal liability of Oud Essentials employees, representatives and executive bodies.

CLAUSE 7: COMMISSION FOR TRANSACTIONS GENERATED FROM THE OUD ESSENTIALS WEBSITE

a) Oud Essentials shall pay the Influencer a Commission on Successful Sales.

b) The Commission structure shall be sent to you separately and may be amended by Oud Essentials from time to time.

c) The Commission is calculated from the net value of the shopping basket and not the total amount that the Customer pays for a product.

d) The payout to the Influencer equals the Net Shopping Value multiplied by the Commission rate applicable to the product.

e) The Commission structure may be modified at any time by agreement with selected Influencers in order to incentivise best practices and reward outstanding results.

CLAUSE 8: PAYMENT

a) Oud Essentials will issue monthly commission statements for all sales in the previous month, where commission is payable. The commission amount should exceed two hundred Ringgit Malaysia (MYR200) for it to be paid out. Where the amount falls below two hundred Ringgit Malaysia (MYR200), the monthly commission will accrue on a cumulative basis until the threshold is reached.

b) The Influencer will be paid on the 15th day, following the end of the previous calendar month, once all the sales and returns have been confirmed.

c) All payments made from Oud Essentials to the Influencer will be in the form of a transfer to a Paypal or local bank account account identified by the Influencer on the Signup Form. Bank account numbers are stored securely in a PCI-compliant system.

d) Oud Essentials reserves the right to make deductions from the Influencer’s commission if overpayment is detected due to chargebacks.

e) The Influencer shall be responsible for payment of all taxes on their own income.

CLAUSE 9: ORGANISATION AND INDEPENDENCE OF THE INFLUENCER

a) Oud Essentials and the Influencers are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the Parties. The Agreement will not cause the establishment of any relationship of employment between the Parties or with any person who provides services to either. The Influencer will have no authority to make or accept any offers or representations on behalf of Oud Essentials.

b) The Influencer shall not subcontract any of its rights or obligations under this agreement without prior written consent of Oud Essentials.

CLAUSE 10: TERM OF AGREEMENT, AMENDMENT AND TERMINATION

a) The Agreement will come into force on from when the influencer is accepted into the Influencer Program and shall continue unless otherwise terminated in accordance with its provisions.

b) Amendments and addenda to the Agreement shall be in writing and notified via email. It is the responsibility for the Influencer to update Oud Essentials on any contact detail changes.

c) Oud Essentials reserves the right to modify the Commission structure with seven (7) day prior notification. In such a case, an e-mail shall be sent to the Influencer, based on the e-mail address provided for the Influencer Program. Oud Essentials shall have no responsibility to ensure that the Influencer receives communications about changes in the program. In case of disagreement, the Influencer’s sole recourse shall be to end its participation in the program.

d) Oud Essentials reserves the right to suspend the implementation of this Agreement for up to seven (7) working days to investigate suspicious Influencer activities. Where Oud Essentials determines that the Influencer has violated any provision of this Agreement, it may require the Influencer to reimburse all expenses related to the investigation and to refund Oud Essentials of any costs, expenses, losses or Commission overpayments within fifteen (15) days from being so notified.

e) This Agreement may be terminated under the following circumstances:

i) By fourteen (14) day written notice by any Party to the other; or

ii) Without any prior notice in case of violation by the Influencer of any of its obligations or covenants under this Agreement.

f) Oud Essentials reserves the right to withhold unpaid commissions for a reasonable period of time following termination to account for possible Chargebacks.

g) Upon termination of this Agreement, all rights and obligations of the Parties will be extinguished, except for matters that expressly or by their nature are intended to survive.

h) Following termination of the contract, the Influencer shall, without being requested to do so, immediately delete the information and advertising material submitted to it. The Influencer shall have no right of retention in this respect. The Influencer shall, at Oud Essentials request, provide Oud Essentials with written confirmation of the deletion.

i) Oud Essentials reserves the right to do periodic review of the Influencer’s activities in promoting Oud Essentials.

j) Influencers who are deemed to be inactive shall automatically be removed from the Influencer Program if the period of inactivity exceeds 60 days. Upon removal from the Influencer Program, Influencer shall cease to be eligible to receive commission.

CLAUSE 11: CONFIDENTIALITY AND PERSONAL DATA

a) The recipient of any information proprietary to a Party disclosed to the other Party, whether marked as confidential or not, that should be considered confidential information under the circumstances (which does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party) (the "Confidential Information") will not disclose such Confidential Information, except to its employees and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under the Agreement and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure. The rights and obligations of the Parties under this Section will survive the termination of the Seller Agreement.

b) The Influencer undertakes, represents and warrants that it will use and process personal data as provided for under Malaysian law (the "Personal Data"):

i) only for the purpose of the execution of the Agreement and not disclose it to third parties;

ii) in accordance with the requirements under the applicable personal data protection law; and

iii) in a manner that ensures Oud Essentials remains in compliance with the requirement under the applicable personal data protection laws.

The Influencer further warrants that it does implement sufficient security measures to ensure that the Personal Data are securely kept and maintained as required by the applicable personal data protection law and agrees to subject itself to the necessary audits undertaken by Oud Essentials to ensure compliance of the above warranties.

c) The Influencer agrees to indemnify and hold harmless Oud Essentials and each of its respective officers, employees, directors and agents from, and at Oud Essentials option defend against, any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) (the "Personal Data

Claims"), to the extent such Personal Data Claims arise from or may be in any way attributable to:

i) any violation of the Agreement;

ii) the negligence, bad faith or intentional or wilful misconduct of the Affiliate or its subcontractors (whether or not approved by Oud Essentials); or

iii) any security incident for which the Influencer is directly or indirectly responsible.

d) Oud Essentials agrees to indemnify and hold harmless the Influencer and each of its respective officers, employees, directors and agents from any claims that arise from, or may be attributable to any violation of the Agreement by Oud Essentials or the negligence, gross negligence, bad faith or intentional misconduct of Oud Essentials or its subcontractors.

CLAUSE 12: ASSIGNMENT, RIGHTS OF RETENTION, SET-OFF

a) The Influencer may only transfer claims against Oud Essentials based on this Agreement to third parties with the written consent of Oud Essentials.

b) Neither Party may transfer, assign or subcontract all or part of its rights or obligations under this Agreement without the written consent of the other Party.

c) Either Party may set off or exercise a right of retention only in relation to the other Party's receivables that are uncontested or have become res judicata.

CLAUSE 13: GOVERNING LAWS AND DISPUTE SETTLEMENT

a) This Agreement shall be governed and construed under the law of Malaysia without giving effect to any international and supranational (contractual) laws, particularly the UN Convention on the International Sale of Goods.

b) Any disputes arising out of or relating to the execution of this Agreement or the breach, termination, or invalidity thereof shall be attempted to be settled through good faith negotiations between the Parties during a period of up to thirty (30) days or such longer period to which the Parties may agree but not otherwise.

c) Any Party may, by giving the other Party written notice at any time after the expiration of the thirty (30) day period referred to above, submit any dispute that is not settled through mutual agreement to arbitration. Arbitration will be in English, in Kuala Lumpur, and in accordance with the rules of the Kuala Lumpur Regional Centre for Arbitration ("KLRCA"). Furthermore, the arbitral tribunal will consist of a sole arbitrator, to be designated by the Chairman of the KLRCA. Any award by the arbitration tribunal will be final and binding upon the Parties. The arbitrator will award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by such Party in connection with the arbitration. If the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration.

CLAUSE 14: FINAL PROVISIONS

a) There shall be no oral ancillary agreements to this Agreement and in particular, but not limited thereto, no terms and conditions of the Influencer or of any other Party shall apply, even if they have not been contested by Oud Essentials.

b) Should individual provisions in this Agreement be deemed invalid or unenforceable, this shall not affect the validity of the other provisions. The Parties shall endeavour to replace the invalid or unenforceable provision with one that best meets the contractual objective in legal and economic terms. The same shall apply in the event of a lacuna.