This Agreement is entered into between VGO (V Go On) (“VGO” or the “Platform”) and the individual or business entity applying to become a VGO Regional Agent (“Agent” or “you”). By clicking “Agree and Continue” or confirming via any electronic means, you are deemed to have read, understood, and accepted all terms of this Agreement.
1. Definitions
1.1 “Platform” means the VGO website, App, and related technical services.
1.2 “Agent” means an independent partner authorized by VGO to develop merchants and pros within a designated region and support Platform operations.
1.3 “Authorized Region” means the area specified in the annex or confirmed in writing by both parties.
1.4 “Agent Commission” means the revenue share paid by VGO to the Agent.
1.5 “Performance Review” means VGO's periodic assessment of merchant count, pro count, order volume, and other metrics in the Authorized Region.
2. Agent Authorization
2.1 VGO grants the Agent a non-exclusive authorization to develop merchants and pros, and to assist with recruitment, training, and operations in the Authorized Region.
2.2 The Agent is not an employee, branch, or legal representative of VGO. The Agent shall not sign contracts, commit to prices, or make guarantees in VGO's name.
2.3 VGO reserves the right to operate directly or authorize third parties within the Authorized Region.
3. Agent Obligations
3.1 Recruit, vet, and train merchants and pros per VGO standards; ensure their qualifications are genuine.
3.2 Assist with operational issues, customer complaints, and disputes within the Authorized Region.
3.3 Report performance, market conditions, and competitor activities to VGO regularly.
3.4 Do not collect fees, make commitments, or sign contracts in VGO's name.
3.5 Do not engage in any conduct damaging VGO's brand reputation or business interests.
3.6 Comply with Malaysian laws and VGO's agent operation guidelines as issued from time to time.
4. Agent Commission & Settlement
4.1 The agent commission rate is specified in the separately executed Agent Authorization Letter.
4.2 Commission is calculated on completed orders within the Authorized Region at the agreed rate.
4.3 VGO settles agent commission in the agreed cycle (e.g., monthly), net of withholding taxes, to the Agent's designated account.
4.4 Minimum Settlement: If accumulated payable is below RM 200, settlement is deferred to the next cycle.
4.5 In case of large-scale refunds, complaints, or violations within the region, VGO may deduct losses from the Agent's commission.
5. Performance Review
5.1 VGO conducts periodic performance reviews, including merchant count, pro count, order volume, customer satisfaction, and violation rate.
5.2 If targets are not met, VGO may: issue a corrective notice, reduce the Authorized Region, suspend agent status, or terminate this Agreement.
5.3 For outstanding performance, VGO may grant bonuses, expand the Authorized Region, or offer priority renewal.
6. Deposit
6.1 VGO may require the Agent to pay a performance deposit as agreed by both parties.
6.2 The deposit secures the Agent's performance under this Agreement. In case of breach, VGO may deduct losses from the deposit.
6.3 Upon normal termination without breach, VGO refunds the deposit (without interest) within 30 business days.
7. Prohibited Conduct
7.1 No collecting franchise fees, deposits, or training fees in VGO's name.
7.2 No false advertising or exaggerating VGO's services or income.
7.3 No collusion with merchants or pros to fake orders or extract commission.
7.4 No transferring, subcontracting, or leasing the agent status to third parties.
7.5 No operating outside the Authorized Region without VGO's prior written consent.
8. Personal Data Protection
8.1 Both parties strictly comply with Malaysia's Personal Data Protection Act 2010 (PDPA).
8.2 When handling personal data of merchants, pros, or customers, the Agent shall use it solely for this Agreement's purpose, apply appropriate security measures, and not disclose to third parties.
8.3 Any actual or suspected data breach must be reported to VGO immediately.
9. Intellectual Property
9.1 VGO's trademarks, logos, software, and content are the intellectual property of VGO.
9.2 The Agent may reasonably use VGO's marks within the scope of this Agreement.
9.3 Upon termination, the Agent shall immediately cease using VGO's marks.
10. Limitation of Liability
10.1 The Platform is provided “as is”. VGO makes no express or implied warranties.
10.2 The Agent bears its own liability in performing this Agreement. If the Agent causes loss to VGO through breach, it shall compensate.
10.3 Liability Cap: VGO's aggregate liability to the Agent shall not exceed the total agent commission paid by VGO to such Agent in the preceding six (6) months.
10.4 Force Majeure: Neither party is liable for failure to perform due to force majeure.
11. Term & Termination
11.1 This Agreement takes effect upon signing (including electronic signing); the term is specified in the Agent Authorization Letter.
11.2 Termination: either party may terminate with 30 days' written notice; immediate termination for material breach not cured within 15 days; VGO may suspend or terminate the agent status at its sole discretion without prior notice.
11.3 Upon termination, VGO settles all payable commission up to the termination date; the Agent shall cease using VGO's marks, return all materials, and delete customer information obtained.
12. Confidentiality
12.1 The Agent shall keep confidential VGO's trade secrets, operational data, and customer information.
12.2 Confidentiality obligations survive termination.
13. Governing Law & Dispute Resolution
13.1 This Agreement is governed by the laws of Malaysia.
13.2 Disputes shall first be resolved through friendly negotiation; failing which, they shall be submitted to the courts of Kuala Lumpur.
14. Miscellaneous
14.1 This Agreement and the Agent Authorization Letter form the complete agreement between the parties. In case of conflict, the Letter prevails.
14.2 If any provision is held invalid, the validity of the remaining provisions is unaffected.
14.3 Electronic execution is legally valid.
14.4 Notices may be sent via Platform announcements, email, or SMS.
14.5 Language Version: This Agreement is executed in the English language. The English version shall be the authoritative and controlling version. Any translation of this Agreement into any other language, including but not limited to Bahasa Malaysia, is provided solely for the convenience of the parties and shall not be legally binding. In the event of any inconsistency or conflict between the English version and any translated version, the English version shall prevail in all respects.
I have carefully read and agree to all terms of this Agreement, particularly Article 2 (Agent Authorization), Article 4 (Agent Commission & Settlement), Article 5 (Performance Review), and Article 10 (Limitation of Liability). By clicking “Agree and Continue”, this Agreement becomes effective.
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