Safeway Assist Service Partner Agreement

This Safeway Assist Service Partner Agreement (“this Agreement”) contains the terms and conditions governing the legal relationship between Perfect Plus Assistance Sdn Bhd (previously known as Safeway Assist (M) Sdn. Bhd.) (130599-M) and you, in respect of your participation in our Safeway Assist Program as a Safeway Assist Service Partner (hereinafter referred to as “Service Partner”) for us to refer Safeway Assist Members and other customers (hereinafter referred to as the “Service Users”) to you for you to render house call services (hereinafter referred to as “Referrals”) that they may need from time to time. You are deemed to have read and accepted the terms and conditions of this Agreement and are bound by them once you or your authorized personnel, have signed on the Safeway Assist Service Partner Participation Request Form (hereinafter referred to as the “Request Form”) and/or upon our acceptance of your request to be a Service Partner and/or using the Safeway Assist Service Partner Card (hereinafter referred to as the “Service Partner Card”) which is issued by us to you and your staff, agent or authorized personnel for you to generate, on an electronic data capture terminal (hereinafter referred to as “EDC Terminal”) supplied to you by a Merchant Service Provider (as defined below) appointed by us, an Electronic Invoice (hereinafter referred to as “E-Invoice”) of a Sales Transaction conducted between you and a Service User for a house call service you have rendered to the Service User. In this respect, the first use of a Service Partner Card and the EDC Terminal by you or your staff or agent or authorized personnel to generate the E-Invoice for the Sales Transaction of a Referral will constitute binding and conclusive evidence of your acceptance of the terms and conditions. As such, you should read and understand these terms and conditions before doing any of the above or allowing your authorized personnel, staff or agent to do so. Further, this Agreement supersedes any arrangement and/or agreement that you have previously entered into with us prior to the commencement date of the Initial Term as stated in Clause 7.1 of this Agreement and may be superseded by variations, revisions or changes from time to time and at any time, subject to prior notice that we are obliged to inform you, and your continuous use of the Service Partner Card(s) and EDC Terminal(s) to generate an E-Invoice for a Sales Transaction after the effective date of such variations, revisions or changes will constitute your acceptance of such variations, revisions or changes without any reservation.

  1. DEFINITIONS

    In this Agreement, the following definitions will apply:
    “Direct Debit Mandate” means the direct debit authorization given by the Service Partner (in a written form) to the bank with whom the Service Partner maintains its bank account;
    “Direct Debit e-Mandate” means the direct debit e-authorization given by the Service Partner (electronically via a third party appointed by us) to the bank with whom the Service Partner maintains its bank account;
    “EDC Terminal” means an electronic data capture terminal deployed or enabled by a Merchant Service Provider of ours, as per Section D of the Request Form, for the use by the Service Partner to generate E-Invoices for the Sales Transactions and to process Loyalty Cards that may be presented by the Service Users for Rewards to be given by us to the Service Users for the Sales Transaction;
    “Electronic Invoice” or “E-Invoice” means the sales invoice issued by the Service Partner to a Service User for a Sales Transaction via, and generated by, an EDC Terminal and our Electronic Transaction Processing System;
    “Electronic Transaction Processing System” or “ETP System” means the system which we use for the generation of an Electronic Invoice of the Service Partner for the Sales Transaction conducted between a Service User and the Service Partner, as well as the reversal of such transaction;
    “E-Invoice Reversal” or “E-Credit Note” means the reversal of the full or partial amount of the Sales Transaction previously conducted between the Service Provider and the Service User;
    “House Call Charge” means the charge (if applicable, and the amount as stated in Section G of the Service Request Form) by the Service Partner to a Service User for making a house call to render services to the Service User at the appointment time which has been arranged by us in consultation with the Service User and the Service Partner.
    “Late Payment Charge” means the liquidated damage which includes the expenses incurred by us to collect the amount of money as stated in our Monthly Statement due from the Service Partner to us but remains unpaid by the next Monthly Statement, calculated based on 2% of the outstanding amount or RM20, whichever is larger;
    “Loyalty Card” means a loyalty instrument in the form of a plastic card or mobile app issued by an operator of a Loyalty Program in which we are participating, and may participate from time to time, as a participating merchant/business partner to give Rewards to the Service Users who are members of any of such loyalty programs;
    “Loyalty Program” means the loyalty program in which we participate as a participating merchant/business partner;
    “Merchant Service Provider” means the service organization appointed by us to assist us to recruit Safeway Assist Service Partners and to deploy/enable EDC Terminal(s) for the use of the Service Partner to generate the E-Invoices for the Sales Transactions and the reversal of such transactions;
    “Monthly Statement” means the periodical statement of the Service Partner Account issued by us on the last day of every month (or at other date on the following month as we may solely determine) during the entire period of the Service Partner’s participation in the Safeway Assist Program, detailing the Sales Transactions and the corresponding Referral Commissions payable by the Service Partner to us, other charges that are billed to the Service Partner and payment made by the Service Partner during the month;
    “Outlet” means the place where the Service Partner carries out its business and the address of which is as listed in Section B of the Request Form;
    “Other Payable” means the Late Payment Charge or any other charges billable under the provisions of this Agreement, that the Service Partner has agreed to pay during the effective terms of this Agreement;
    “Party” means either you or us;
    “Referral” means the referral service rendered by us to a Service Partner referring any of our Service Users to the Service Partner for the Service Partner to render house call service to such Service User;
    “Referral Commission” means the commission payable by the Service Partner to us for the Sales Transaction conducted between any Service User and the Service Partner resulting from a Referral, and such commission is calculated as ‘Sales Transaction Amount MULTIPLIED BY the Referral Commission Rate’;
    “Referral Commission Rate” or “RCR” means the percentage rate of Referral Commission as stated in Section F of the Request Form submitted by the Service Partner and approved by us;
    “Request Form” means the Safeway Assist Service Partner Participation Request Form submitted by a business enterprise to us requesting to participate in the Safeway Assist Program as a Service Partner under the terms and conditions herein contained;
    “Reward” means the reward given by us through the operator of the Loyalty Program to a Service User who is a member of the Loyalty Program for his/her using of the Referral and such Referral has resulted a service successfully rendered by the Service Partner to the Service User, and a Sales Transaction conducted between them;
    “Safeway Assist Program” means the house call service referral program operated by us for bridging the buying-selling transactions between any Service User and any Service Partner resulting from a Referral;
    “Service Charge Rate” means the rate of charge for rendering a particular service by the Service Partner and such rates as indicated in Section H of the Request Form shall be used as a guide by us to inform any Service User who requests for such service, and it does not include any physical product that may be sold to the Service User in conjunction with the service rendered.
    “Sales Transactions” means the transaction conducted between a Service User and a Service Partner upon the completion of the house call service rendered to, or receipt of payment from, the Service User, whichever is earlier, and the amount for such Sales Transaction shall be recorded in Ringgit Malaysia of the total charges billed to the Service User for service rendered and goods sold to the Service User by the Service Partner;
    “Sales Transaction Amount” means the amount of Sales Transaction in Ringgit Malaysia (RM);
    “Service Category” means the category of house call services provided by the Service Partner as indicated in Section C of the Request Form
    “Service Partner” means a business enterprise which participates in the Safeway Assist Program for us to provide Referrals to such business enterprise to render house call services to our Service Users;
    “Service Partner Account” means the account opened by us for a Service Partner and maintained with us from time to time, recording all the Sales Transactions conducted by each Service Partner Card during a month;
    “Service Partner Agreement” means this Agreement;
    “Service Partner Card” means the Safeway Assist Service Partner Card issued by us to each of Service Partner’s staff, agents and or representatives, as per Section E of the Request Form, in the form of plastic card and/or mobile app bearing the Safeway Assist mark and for the purpose of generating E-Invoices;
    “Service Partner Card Annual Fee” means the annual fee in Ringgit Malaysia (RM) for a Service Partner Card issued by us to the Service Partner as stated in Section F of the Request Form, whereby the first year’s fee for each Service Partner Card will be charged and billed to the Service Partner Account upon the issuance of the Service Partner Card and subsequently upon each anniversary date of the Service Partner Card issued;
    “Service Type” means the type of service (as indicated in Section H of the Request Form) under a Service Category of the house call services provided by the Service Partner.
    “Service User” means a Safeway Assist Member or any individual who uses our service under the Safeway Assist Program for us to refer him to a Service Partner to render his house call service needs;
    “You”, “Your” and “Yours” means all the persons responsible for complying with these terms and conditions, including the person(s) or company or business enterprise named and referred to as “The Requester” in Section A of the Request Form; and
    “We”, “Us”, “Our” and “The Company” means Perfect Plus Assistance Sdn Bhd (previously known as Safeway Assist (M) Sdn. Bhd.) (130599-M), having an office address at Unit L8-09, Wisma BU8, 11, Lebuh Bandar Utama, PJU6, 47800 Petaling Jaya, Malaysia.
    Words incorporating neutral persons include corporations, Government and semi-Government organizations and vice versa. Words as singular include the plural and vice versa and words as one gender include every other gender.
  2. E-INVOICE GENERATION PROCEDURES

    You shall use the EDC Terminal and follow the instructions (which are given to you by the Merchant Service Provider upon installing or enabling the EDC Terminal) and the Service Partner Card issued to you by us to generate an E-Invoice for Sales Transaction upon completion of a house call service rendered to a Service User to collect payment from such Service User, or to record the reversal of any payment earlier received from such Service User for such Sales Transaction, and give the Service User a copy of the E-Invoice, which is generated by our ETP System and printed by the EDC Terminal.

  3. COMPLETE AND ACCURATE INFORMATION

    You warrant you have supplied complete and accurate information as required in the Request Form submitted to us, and further agree to indemnify us in the event of any claims, proceedings, actions and demands by any of our Service Users whom you have rendered your services resulting from a Referral, and/or by Merchant Service Provider which has assisted you to submit Request Form and deployed/enabled the EDC Terminal(s) by such Merchant Service Provider, and/or any loss that we may suffer, arising from any such inaccurate and/or false information supplied by you.

  4. CONSIDERATIONS

    1. In consideration of our Referrals for you to render and/or sell goods, to the Service Users of the house call services requested by them through us, you agree to pay us a Referral Commission for each Referral at the Referral Commission Rate (“RCR”) as stated in Section F of the Request Form.
    2. In consideration of our services in providing the Service Partner Card(s) and arranging the EDC Terminal(s) for generating and printing of the E-Invoices using our Electronic Transaction Processing System (“ETP System”), you agree to pay us the Service Partner Card Annual Fee(s) as stated in Section F of the Request Form during the terms of this Agreement.
  5. SETTLEMENT

    1. The Referral Commissions during a calender month shall be debited by us to the Service Partner Account corresponding to the respective Sales Transactions recorded in our ETP System.
    2. Other Payable shall be debited to the Service Partner Account as and when it is billed by us to you.
    3. Any payment made by you to us in settlement of amount due to us as stated in the Monthly Statement shall be credited to the Service Partner Account as and when the payment is received by us.
    4. Any payment made by us to you in settlement of amount due to you as stated in the Monthly Statement shall be credited to the Service Partner Account as and when the payment is made by us.
    5. A Monthly Statement which contains all the credits and debits as mentioned in Clauses 5.1 through to 5.6 above shall be emailed to your email address as stated in Section A of the Request Form, or any email address as may be informed by you and updated in our Electronic Transaction Processing System, within 7 days from the end of the month, and any closing amount stated in the Monthly Statement which is due to us shall be settled by you upon issuance by us of the Monthly Statement by means of either the Direct Debit Mandate or Direct Debit e-Mandate as mentioned in Clause 5.8 below, and failing which, by means of internet bank transfer to our bank account as stated in the front page of the Request Form or in the Monthly Statement or any electronic fund transfer channel such as JOMPAY or cheque payable to our name and delivered to our address as stated in the Request Form or in the Monthly Statement, and any closing amount stated in the Monthly Statement which is due to you shall be settled by us within seven (7) days from the date of the Monthly Statement by means of IBG transfer to your bank account as stated in Section A of the Request Form or by cheque payable to your name and delivered to you at the address as stated in Section A of the Request Form or the address last known by us.
    6. You have executed, and shall execute from time to time as required of you, the Direct Debit Mandate or the Direct Debit e-Mandate (through an on-line payment transfer service provider arranged by us) as indicated in Section H of the Request Form, to allow direct debit of the amount due to us to your bank account as stated in Section A of the Request Form.
    7. If the amount shown in a Monthly Statement that is payable and due from you to us remaining outstanding on the next Monthly Statement’s date, we shall be entitled to charge you a Late Payment Charge calculated based on RM20 or 2% on the amount outstanding, whichever is greater; and we shall be entitled to debit such Late Payment Charge amount to the Service Partner Account.
    8. A statement of the Service Partner Account or certificate signed by a manager or an officer of ours as to the monies for the time being due and owing to us by you for Referral Commissions, fees, costs, charges, indemnity; recourse or otherwise shall be conclusive and binding evidence of such indebtedness for all purposes if you do not dispute such statement or certificate within seven (7) calender days from the date of service of such statement or certificate on you.
  6. SERVICE USER'S ENQUIRIES, COMPLAINTS, DISPUTES & THIRD PARTY LIABILITIES

    1. You shall be fully responsible to deal with any inquiries, complaints or disputes from any Service User relating to the nature, quality and delivery of the goods and/or services rendered by you to him, and if you make a refund to such Service User, you shall immediately process the refund (in full or part) of the Sales Transaction in question via the EDC Terminal if the refund transaction is conducted before the end of the day in which the Sales Transaction was conducted (hereinafter referred to as “E-Invoice Reversal” or “E-Credit Note”), or at any time after the date of the Sales Transaction conducted, notify us immediately in writing of any such adjustment made between you and such Service User so as to enable us to make reversal of the Referral Commission previously debited to the Service Partner Account.
    2. Your shall be fully responsible for your liability to pay compensation for third party accidental bodily injury or accidental damage to the property of the Service User (to whom you have rendered any service arising from a Referral) caused by or through your negligence or your employees or agents, and in the event such third party liability claim is made against us by any Service User to whom you have rendered any service, you shall fully indemnify us for the legal costs that we may incur in defending such claim and/or any compensation that we may be ordered by a Court to make to such Service User or such third party.
    3. You are hereby advised to protect yourself and your employees, agents or representatives against any third party liability as mentioned in sub-clause 6.2 above by obtaining a third party liability insurance (if you have not already done so).
  7. DURATION AND TERMINATION

    1. This Agreement shall be effective from the date of the notification from us to you of our acceptance of the Request Form submitted to us for an initial period of three (3) years (hereinafter referred to as “the Initial Term”) and shall be automatically renewed for consecutive terms of one (1) year each (“Renewal Terms”) unless either Party gives to the other Party a notice in writing sixty (60) prior to the expiration of the Initial Term or any Renewal Term that the Party does not wish to renew this Agreement.
    2. If you default in the payment of any amount due to us or in the performance of any obligation herein contained or become insolvent or commit or suffer an act of bankruptcy or being a company goes into liquidation or a provisional liquidator, receiver or official manager is appointed or an order is made or an effective resolution is passed for your winding up or execution or distress against you or the assets of yours is levied or you make a false statement to us or the termination of your use of the EDC Terminal(s) deployed to you by the Service Partner Service Provider, then we may at any time thereafter by written notice to you terminate this Agreement forthwith.
    3. If this Agreement is terminated by us for reasons of default or breach by you of any of your obligations, duties and covenants herein, any amount that may be debited in the Service Partner Account before the issuance of the next Monthly Statement by us shall become due and payable immediately upon termination or upon the occurrence of the above event without prejudice to our right of action in respect of any other breach of your covenants herein contained.
    4. Notwithstanding anything herein contained, we shall be entitled to terminate this Agreement in the event of the breach of any of the terms and conditions of this Agreement on your part and such breach is incapable of being rectified within the period as specified by us in the notice of breach in writing to you, or in the event of a directive from any of the Malaysian Government or any of its Agencies to cease the Safeway Assist Program by giving you written notice of not less than thirty (30) days or the time period as may be directed by the Malaysian Government or its agencies, whichever is longer, of its intention to do so, or in the event that we deem, in our sole opinion, the continuation of your participation as a Service Partner will not be proper, and in such event, neither Party shall be liable to pay any compensation or damages to the other Party.
  8. COVENANTS BY BUSINESS PARTNER

    1. You shall not in any way levy a surcharge and/or increase the displayed or listed and/or generally discounted price of any goods and/or services to any Service User desirous of engaging your service arising from a Referral.
    2. You shall be fully responsible to quote your charges to, and negotiate with, each of the Service Users for the service to be rendered by you to the Service User arising from a Referral.
    3. You shall adequately and prominently display on the windscreen(s), as appropriate, of all your vehicles, the trademarks, service marks and/ or the name and/or design of the Safeway Assist Program, as well as, any other promotional materials provided by us.
    4. You shall keep the Service Partner's Copy of all E-Invoices and E-Invoice Reversal (otherwise known as E-Credit Note) for a period of at least-twelve (12) months from the date of such transaction or such longer period as may be required by law.
    5. You shall allow our staff or representative reasonable. access to all your records relating to the Sales Transactions and shall, if so requested by us, render full co-operation to us to verify any of such record.
    6. You shall be responsible for, and shall keep us fully indemnified against, the actions of your employees or agent or representative in relation to any Sales Transaction under this Agreement, including but not limited to any irregularity or omission attributable to any act(s) of negligence fraud or forgery or otherwise on the part of your employees, agents or representative.
    7. You shall indemnify us in respect of any breach by you of any of your covenants and obligations herein, for which we have incurred or sustained any cost, loss or damage and/or any cost in enforcing this Agreement (including all legal costs on a solicitor-client basis).
    8. You shall indemnify us in respect of any breach by you of any of your covenants and obligations herein, for which we have incurred or sustained any cost, loss or damage and/or any cost in enforcing this Agreement (including all legal costs on a solicitor-client basis).
    9. You shall indemnify us in respect of any breach by you of any of your covenants and obligations herein, for which we have incurred or sustained any cost, loss or damage and/or any cost in enforcing this Agreement (including all legal costs on a solicitor-client basis).
    10. You hereby authorize us or any of our subsidiaries or affiliates or associates or the operators of the Loyalty Programs in which we participate as a participating merchant/business partner, to include or to withdraw your name(s) and address(es) of your Outlets in any of the materials relating to our Safeway Assist Program and your participation as a Service Partner under the terms and conditions of this Agreement, and you hereby undertake to hold us harmless from any misdescription or omission in any of such materials
    11. You shall immediately notify us in writing if you change the Service Category or Primary Services as stated in Section C of the Request Form.
    12. You shall immediately notify us in writing of any change of address or telephone of any of your Outlets and any change of the House Call Charge and/or any of the Service Charge Rates as indicated by you in the Request Form.
    13. You shall immediately call us to report the loss of any Service Partner Card and we shall replace the lost Card within reasonable time and debit your Service Partner Service Partner Account RM10.00 (or such other amount as may be notified to you from time to time) being the Card Replacement Fee.
  9. FORCE MAJEURE

    No Party shall claim against the other Party if the other Party fails to carry out its obligations under this Agreement due to a cause of force majeure, such as acts of God, war or warlike hostilities, civil commotion, riots, strikes, lockouts, or any other event outside the control of the Party in question. Should the force majeure period exceeds six (6) months, either Party shall be entitled to elect to terminate this Agreement by giving a notice of termination no less than thirty (30) days from the effective date of the intended termination.

  10. NOTICES

    Any notice to be served by either Party to the other Party shall be deemed sufficiently served if delivered to the address as specified in the front page (for us) and Section A (for you) of the Request Form, respectively. The Party sending such notice shall not be liable to the other Party for any undelivered notices for as long as such notice has been posted and addressed as aforesaid.

  11. SUCCESSORS AND ASSIGNS

    This Agreement binds and inures to the benefits of both Parties, their successors in title and assignees, and if you are an individual, shall be binding your heirs and personal representatives. You shall not assign all or any part of your obligations without our prior written consent. We, however, may assign any or all rights and obligations, reorganization or reconstruction or reorganization of our business subject to written notice to you.

  12. NON-WAIVER

    The failure of a Party to give timely notice of the breach or non-fulfillment of any of the terms and conditions of this Agreement shall not constitute a waiver thereof, nor shall the waiver of any breach or non-fulfillment of any of the terms and conditions constitute a waiver of any other breach or non-fulfillment of that or any other term or condition hereof.

  13. GOVERNING LAW

    This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

  14. by

    PERFECT PLUS ASSISTANCE SDN. BHD. (130599-M)
    (previously known as Safeway Assist (M) Sdn Bhd)


    Business Address:
    LEVEL 8-09, WISMA BU8, 11,
    LEBUH BANDAR UTAMA, PJU6,
    47800 PETALING JAYA, SELANGOR,
    MALAYSIA.

    Telephone No.: 03-74917933
    Fax No.: 03-74917933
    Email Address:ppa@perfectplus.com.my
    Website: www.perfectplus.com.my


    Last Update: February 1, 2021