AFFILIATE AGREEMENT of 2BeGuru Company Limited (軲轆軲轆有限公司)


THIS AFFILIATE AGREEMENT (“Agreement”) is entered between:-

(1)          2BeGuru Company Limited(軲轆軲轆有限公司)(“Company”); and

(2)          The Affiliate ( “Affiliate”).


each a “Party”, and together the “Parties”.

  1.                 Introductions

1.1              The Affiliate shall fill in a prescribed application form (“Application Form”) in order to be a non-exclusive affiliate under the terms of this Agreement to introduce the learners (“Learners”) to the Company in order to subscribe the learning video course(s) of the Company.

1.2              For the avoidance of doubt, introductions shall be regarded as successful on satisfaction that the Company shall have received the fees from the relevant Learner for the subscription of the relevant video course(s) on the platform, each such successful introduction as an “Successful Introduction”.

1.3              The Affiliate shall at his/her/its own costs and expenses:

(a)           use his/her/its best endeavours to make introductions of Learners to the Company; and

(b)          comply with all reasonable and lawful instructions of the Company.

1.4              The Affiliate shall have no authority, and shall not hold himself/herself/itself out, or permit any person to hold himself/herself/itself out, as being authorised to bind the Company in any way, and shall not do any act which might reasonably create the impression that the Affiliate is so authorised.

1.5              The Affiliate shall not, without the Company’s prior written consent, make or give any representations, warranties or other promises concerning the subscription of video course(s) which are not contained in the Company’s platform, website and/or marketing material (if any).

1.6              Where a Learner is introduced by the Affiliate and the said Learner then refers the relevant link to a third party who thereafter subscribes to the video course(s) on the platform, the Affiliate shall not, by virtue of such initial introduction, be deemed to have introduced the third party to the Company through the said Learners and no commission shall be payable.

  1.                 Commission and Payment

2.1              The Affiliate shall be entitled to a commission in accordance with the provisions set out in Clause 2 hereto for any Successful Introduction.

2.2              The amount of commission payable to the Affiliate shall be [15%] of the fees received by the Company under each subscription (the “Commission”).

2.3              The Company will provide the Affiliate standard payment procedures of the Commission.

2.4              If the Company refunds or is required to refund any fees for any reasons to the relevant Learner, the Affiliate shall not be entitled to any Commission in respect thereof and shall return to the Company forthwith the Commission already paid by the Company to the Affiliate in respect of the relevant subscription.

  1.                 Confidentiality

The Affiliate hereto including but not limited to his/her/its respective employees, officers, agents, directors, partners, associates and affiliates shall not at any time disclose divulge or communicate to any third party, directly or indirectly, in any manner whatsoever, any of the terms and conditions of this Agreement and the transactions contemplated hereby and any confidential information concerning the business or affairs of the Company, its associates or affiliates and those of the Learners, clients or trainers of the Company, except as may be necessitated in the performance of this Agreement or may be required by applicable law or any court order.  This Clause 4 shall survive the termination of this Agreement.

  1.                 Termination

4.1              Each of the Parties hereto reserves the right to terminate this Agreement at any time during the term of this Agreement provided that not less than one (1) month notice in writing shall be given to the other Party prior to termination.

4.2              Without prejudice to Clause 5.1 of this Agreement, the Company may by written notice terminate this Agreement or suspend its performance of all or any of its obligations under it immediately and without liability for compensation of damages if: –

4.2.1        the Affiliate breaches any term of this Agreement, and such breach is not cured within ten (10) days of written notice of breach from the Company;

4.2.2        the Affiliate is guilty of any act which brings the Affiliate and/or the Company into disrepute or which in the Company’s reasonable opinion is prejudicial to the Company’s interests; and

4.2.3        the Affiliate is in violation of any law, rule, regulation or court order.

4.3              Upon termination of this Agreement,

4.3.1        all Commission outstanding shall become immediately due and payable provided that the Company shall have the rights of set-off in the event that the Affiliate owes any sums to the Company; and

4.3.2        the Affiliate shall immediately discontinue and refrain from making any representations or statements from which he/she/it might be inferred that any relationship exists between the Parties.

4.4              Within fourteen (14) days after the termination, the Affiliate shall take all necessary and reasonable steps at his/her/its own costs and expenses to return any information or documents in his/her/its possession or custody that belong to the Company forthwith.

  1.                 Miscellaneous

5.1              Nothing in this Agreement shall constitute a partnership between the Parties hereto or constitute each an agent or employee of the other.

5.2              The Affiliate shall fully indemnify the Company and keep indemnified the Company against all loss and expenses (including reasonable fees of its legal advisers and costs of litigation) imposed on, incurred by or asserted against the Company arising from, incidental to or in connection with any breach of his/her/its obligations or of any condition representation or warranty under this Agreement.

  1.                 Governing Law And Jurisdiction

6.1              This Agreement is governed by and construed in accordance with the laws of Hong Kong Special Administrative Region (“Hong Kong”).

6.2              In the event of any dispute, controversy or claim arising in any way out of or affecting this Agreement, the Parties agree to negotiate in good faith, or invite an independent third party for mediation, failing which the Parties shall resolve to arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

  1.                 Third Party Rights

Unless expressly provided to the Contrary in this Agreement, a person who is not a party to this Agreement has no right under Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce or to enjoy the benefits of any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.





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