• THE HUMANITARIAN ENTERPRISE •

THE HUMANITARIAN ENTERPRISE PTE LTD:
Independent Licencee (Franchise) Agreement

1. Application for E-Franchise
2. E-Franchise Account
3. Monthly Licence Fee Payment
4. Transfer of E-Franchise
5. Cancellation of E-Franchise
6. Termination of E-Franchise
7. E-Franchise Incentives
8. Ethical Guidelines
9. Advertising
10. Intellectual Property Amendments
11. Indemnity
12. Amendments of these Terms and Conditions
13. Governing Law
14. Acknowledgement
15. Privacy Policy
16. Feedback

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AGREEMENT between the Applicant named overleaf (hereinafter the “Franchisee”) and The Humanitarian Enterprise Pte Ltd, RCB No: 200307653G (hereinafter the “Company” or “T.H.E”), effective under the terms and conditions below.

1) Application for E-Franchise

1.1 The Franchisee is appointed as an independent Franchisee from the date of acceptance of the application by the Company. To apply as Licencee to our products consisting of computer coursewares and e-learning for children and teens (hereinafter called “EDU-PAK”), you must be 18 years of age or an incorporated company.

1.2 The submission of an application for Franchise of the initial Licencee fee (refer to Clause 2.2) constitutes an offer by you to join T.H.E.

1.3 We will determine in our absolute discretion whether to accept your application. Your application will be deemed to be accepted by us unless we notify you by e-mail or by return mail within 5 days that your application has not been accepted. You waive notification of acceptance.

1.4 If we accept your application, you will be bound by these terms and conditions as and when amended by the company. The Franchise acknowledges that he/she has a copy of the said terms and conditions or has seen and has access to the same.

1.5 If we do not accept your application to become a Franchise, we will not charge you the initial Licence fee (refer to Clause 2.2). Payment for your initial Licence fee will be refunded to you.

Product Disclaimer
T.H.E is a reseller of the e-learning products packaged in EDU-PAK & E-FRANCHISE SYSTEM. T.H.E is not responsible for the contents in the products. In the event that the product does not deliver for any reason, T.H.E cannot be held responsible, but will attempt to replace with any product of similar value.

2) E-Franchisee Account

2.1 We will maintain an account in your name in our books. Your account will set out all debits and credits, including payments made in accordance with these terms and conditions. We will provide a statement setting out these details to you every four weeks.

2.2 Your initial Licence fee includes payment for T.H.E's E-Franchise together with the amount as stated in the online application for the first four weeks of participation (hereinafter called the “Amount”) for the E-Franchise Kit (Personalised online Shopping Mall, online Back-office support facilities, online Sales & Training tools, comprehensive e-learning courses for personal use which are not for resale and are non-commissionable).

2.3 You must pay us every four weeks the Amount for four weeks of Licence fee to T.H.E's EDU-BIZ (Franchise).

2.4 The Company will debit the Franchisee’s credit/debit card for the initial Amount (inclusive of E-Franchise Kit) and then every four weeks for the same Amount as monthly Licence fee. The Franchisee understands that if this payment is not received by the Company on the due date, he/she will no longer be entitled to any personal retail profits or incentives and rewards produced by Sub-Franchisees in their group. He/she will also forfeit their position in the genealogy tree.

2.5 We may apply your earnings/incentives to any payment due to us under these terms and conditions if your account does not include enough money to cover such payment when due.

Incentives accumulated in your account (Current Balance) with us, is subjected to (like Amount) being withheld by T.H.E. for the next one month (4 weeks) Licence fee charge. Incentive (like Amount) withheld will be sufficient to cover any such payment when due.

2.6 You can only make payments to us by credit card (we accept most major credit cards) A direct debit bank system or by any other method will be advised by T.H.E from time to time.

3) Monthly Payment of Franchise Fee

3.1 Every four weeks, we will deduct the Amount (as in Clause 2.2) as your monthly Licence Fee for T.H.E's E-Franchise System.

3.2 You authorise us to debit your account balance or credit card account for payments due to us in accordance with these terms and conditions.

4) Transfer of your T.H.E E-Franchisee Rights

4.1 You may, with our prior written consent; any sale or assignment of this agreement transfer your rights under these terms and conditions to any other natural person who is at least 18 years of age or incorporated company, is acceptable to us, and who agrees in writing to be bound by these terms and conditions. Successors in interest or assigns must comply with all provisions of this agreement.

4.2 If we accept the transfer, the new person or company becomes T.H.E Franchisee on the terms and conditions applicable to T.H.E at the time of the transfer, and you cease to have any rights under these terms and conditions.

5) Cancellation of T.H.E E-Franchisee Agreement

5.1 The Franchisee may cancel this agreement at any time in writing to the company at support@eFranchiseSystem.com

5.2 Refund Of Monies
Upon cancellation OR termination of your E-Franchise with us, T.H.E. will forthwith refund of any monies in your Current account and E-Money account balance.

* Commercial Terms & Conditions

a. A processing fee of USD$10 is applicable for each cancellation or refund; for Bank/Financial charges incurred, postage etc.

b. Please note that it may take up to 45 days from date of notification to process the refund.

c. Any refund made by the Company shall be in American Dollar (USD) cheque issued in the Applicant's Name (NOT credit card holder's Name), and mailed to the registered address with us. The Company shall not be responsible for any exchange rate losses that may occur as a result.

d. Any payments to us by E-Money or Debit Incentive facility, such refunds will be reverted back accordingly to the Direct Sponsor (E-Franchise A/C).

There will be NO REFUND to E-Money or Debit Incentive accounts after 10 days.

e. I wish to purchase one or more EDU-PAK/EDU-BIZ because of a need to use or resell T.H.E. products. I know it is not a requirement to be an Independent Franchisee, earn commissions, enhance my income potential and/or carry an inventory for sale/resale purposes.

6) Termination of E-Franchise
The Company may terminate this agreement, by giving notice in writing, if the Franchisee’s conduct in any way compromises the Company's reputation. The Franchisee has 30 days in which to appeal against the decision, with legal representation if required.

6.1 We may terminate your Franchise by written notice to you if:
(a) you breach any of these terms and conditions;
(b) you do not pay us the Amount under clause 2.3;
(c) you do not pay us any sum owing to us under these terms and conditions;
(d) you bring legal action against us;
(e) you are associated with a Franchisee who has breached these terms and conditions; or
(f) we are required to do so by law or court order;
(g) if, in our sole discretion, we believe that allowing you to remain as a T.H.E Franchisee will breach any law or regulation; or
(h) there has been any change in the law, government regulation, policy or other matter beyond our control, which may otherwise affect our ability to comply with these terms and conditions.

6.2 Upon cancellation, termination or expiry of your Franchise, all future debits to your nominated bank account by us will cease.

6.3 Upon cancellation, termination or expiration of your Franchise, you must not distribute any materials that we provided to you to any other person.

6.4 Upon cancellation, termination or expiration of your Franchise, we will pay to you any money in your account less any applicable fees.

6.5 Clauses 5 and 6 will survive the cancellation, termination or expiration of your Franchise.

7) E-Franchise Incentive

7.1 The Franchisee understands that although a Franchisee may refer other Franchisees (sub-franchisees) to purchase E-Franchise System, it does not allow the Franchisee to profit from the activity of referring other Franchisees. Incentives are paid only on actual sale of Licences to E-Franchise System Licences and in accordance with the E-Franchise Complan (hereinafter the “Incentive”).

7.2 The Company will pay to the Franchisee commissions and other benefits as set out in the Company's Incentive, on E-Franchises accepted from Franchisees. Commissions will be calculated on the last-day of every month and credited to Franchisee's account on same day. (It may take up to 10 days for processing and Bank clearance before you can access any cash withdrawals)

The Company reserves the right to recover any commissions paid on Licence fee which are being refunded, as well as any commissions paid in error.

7.3 In particular, every four weeks, if your account has funds in excess of the Amount you are due to pay to us pursuant to Clause 2.4 we will pay you the excess sum. If there is less than the Amount required pursuant to clause 2.4 in your account, we require you to make payment to us which is the difference between the sum due for your next four weeks of Licence fee. We will use the sum in your account to cover the remainder of the payment due to us pursuant to clause 2.4. If there is exactly the required amount in your account, we will use it to cover the payment due to us pursuant to clause 2.4.

7.4 Commissions are calculated on the last day of every calendar month cycle. A licensing period is over four weeks (28 days) which begins from the date the application is approved, starting each Monday and every four weeks cycle thereafter.

7.5 Commissions will be held for 10 days in lieu of "Buy-back" guarantee (Encyclopedia Britannica). For commissions payable AFTER the “Buy-back” period, Franchisees will receive payment on a fixed payroll date : the last-day of every month (hereinafter the “Payroll Date”).

7.6 When we make a payment to you, T.H.E. will credit your Global Debit Card. Alternatively, we will direct-credit into your nominated Bank account (Singapore & Malaysia only).

7.7 Any commissions that are payable to the Global Debit Card, will be accumulated to a minimum Net Balance of USD$60 before payment is credited. (Requirement by issuing card company; this is to avoid unnecessary costs associated with "smaller amount" credits) In the event your Net Balance is less than USD$60, your balance will carry forward to your next Payroll Date.

7.8 Any incentives payable to a nominated Bank account (Singapore & Malaysia only), will be accumulated to a minimum Net Balance of USD$60 and above before any payment is credited. In the event your Net Balance is less than USD$60, your balance will carry over to your next Payroll Date.

7.9 If you promote T.H.E. E-Franchise System to others, the terms and conditions in this “Incentive” will apply as it forms part of the terms and conditions of your T.H.E Franchise, set out in our website, which we can issue to you upon your request.

7.10 If any other person becomes a Franchisee of T.H.E using an application form that contains your name (and no other name) as Franchise ID, then we will credit to your account a monetary incentive in accordance with a pre-determined formula, while that person remains a T.H.E Franchisee in good standing. This formula is explained in our website.

7.11 The Franchisee’s purchases on his/her own User ID is assumed for personal use and no sales volume or commission is calculated on purchases for personal consumption.

7.12 Upon cancellation, termination or expiration of your Franchise, you will not be entitled to receive any incentive payments after the date of cancellation, termination or expiration of your T.H.E Franchise.

7.13 You do not have to promote T.H.E. You are not under any obligation to tell anyone about T.H.E or to sponsor any other person to become a T.H.E Franchisee.

7.14 The Franchisee acknowledges that the Company does not make any representation, promise or guarantee that Franchisees will derive any actual or potential income or profit as a Franchisee. The Franchisee understands that any information or calculation relating to income or profit provided are only illustrations and are not intended to be a warranty, representation, projection, promise or guarantee. The Franchisee understands and accepts that any income that the Franchisee earns from the Company is determined by the Franchisee’s personal commitment, skill, effort, perseverance and activity as an independent Franchisee and is not purely, predominantly or substantially based on chance. The Franchisee understands that commissions shall be paid only to the qualified "sales" of EDU-PAK or E-Franchise System in accordance with the “E-Franchise System Complan”.

8) Ethical Guidelines, Rules and Policies
You must comply with the Ethical Guidelines, Rules and Policies at all times.

8.1 Cross Lining
The Company is conscious of its unblemished reputation and its high integrity. Consequently, the Company is always alert to any actions that may affect this. One such action is Cross Lining.

Cross Lining occurs when someone joins up more than once under different Franchisees with different sponsors. Alternatively, this also occurs when a person joins under one sponsor, subsequently cancels and then rejoins under another sponsor who might be a family member, friend or someone who promises to give better support or such other inducements. T.H.E does not condone this type of action and considers it to be in contravention of its ethical operating policy. Any Franchisee found to be 'cross-lining' will be deemed in breach of T.H.E's operating policy and their Franchise will be subject to termination.

8.2 Spouses of Franchisees
Spouses of existing Franchisees are welcome to join in their own right, however they must join under their spouse.

8.3 Multiple Franchises
Franchisees can join more than once, however such subsequent Franchises must be below the Franchisee’s "original" or primary position.

8.4 Rejoining after Cancellation
Any Franchisee who cancels their Licence must wait 12 months before they can rejoin under a different sponsor. Naturally they can rejoin after 3 months provided it is under their original sponsor.

9) Advertising

9.1 Marketing Activity
Franchisees are not to engage in marketing activities that could bring disrepute to T.H.E or other Franchisees. Mass marketing activities such as leaflet drops, mail drops, telephone campaigns, newspaper insertions, magazine insertions, radio advertising, print media advertising, TV advertising, etc. are permitted. However, Franchisees will be solely responsible to abide by the local laws of their respective countries.

9.2 Presentation Protocols
Franchisees who wish to present T.H.E E-Franchise System to sporting Clubs, associations, social Clubs, Unions, Corporations and other public entities must be prepared to follow strict guidelines. Failure to comply with these policies could result in termination. In line with this protocol, no Franchisee is permitted to approach any public or semi public organisation without first submitting a complete written proposal to the Management of T.H.E for consideration and written authorisation.

You must not, without our prior written consent, arrange or conduct open meetings, book function rooms or hold large gatherings in any form to promote or advertise the Company.

9.3 Spamming
T.H.E. has a ZERO TOLERANCE Spam policy. Anyone spamming with T.H.E's name (in any way) or referring to any of our web sites may be immediately terminated, losing their position.

If you violate this policy and it causes damage or loss to our servers, or causes one (or more) of our web sites to be interrupted from normal service, you will be held liable for damages and loss of business.

Spam or spamming definition:

Sending any e-mail with T.H.E's name, or any of our web site addresses, to anyone that has not requested this information from you first.
Sending any e-mail with T.H.E's name or any of our web site addresses, to any type of "Safe List" or through any type of "Safe List" service.
Sending any e-mail with the T.H.E's name or any of our web site addresses, to any type of "lead" or "prospect" before you have received a request for more info from them.
Sending any e-mail with the T.H.E's name or any of our web site addresses, as part of a confirmation or thank you letter as a result of a posting to a classified ad site or a FFA (Free For All Links) site.

As long as T.H.E or any of our web site addresses, are not mentioned or linked in any way, you may pursue any on-line advertising that you wish, or e-mail anything that you wish, that is strictly your business, you are however cautioned above about what constitutes Spam emails.

If you are pursuing some type of opt-in advertising, there is always a chance that you will still generate a complaint. Design your ads to get the prospect to respond for more information. At that point, the Spam issue is not relevant, as long as you can produce a copy of the specific request to refute any complaints that T.H.E might receive.

9.4 You must not use the Internet to advertise (other than in the format provided by your personal T.H.E website) or otherwise make public statements or representations regarding T.H.E.

9.5 You must behave in accordance with the Ethical Guidelines and not make any misleading claims about the Company.

9.6 You must not solicit other Franchisees to join multi-level networks.

10) Our Intellectual Property
If a Franchisees wishes to promote the Company’s web portal, the following conditions apply:

10.1 We own all intellectual property rights in T.H.E. Copyright applies to all pages and their content on the T.H.E. web site.

10.2 You must not use our trademarks, brand names, business names or logos, except as authorised by us in writing or as provided in the material provided by T.H.E to you.

10.3 You must not register any domain name or trademark using, in whole or in part, any combination of the words "The Humanitarian Enterprise" or "T.H.E". If you breach this clause, you must immediately transfer, or cause the immediate transfer of, that domain name or trademark to us at no cost to us.

10.4 The Franchisee is authorised to invite and take (but not accept) applications for EDU-PAK at retail prices or E-Franchise System for a specified monthly Licence fee by the Company, but is under no obligation to do so. The Company reserves the right to accept or reject any independent applications for any reason, in accordance with the terms and conditions set out in the Company's Policies and Procedures, which is subject to amendment.

10.5 If the Franchisee wishes to promote the Company, he/she is an independent operator in business on their own. The Franchisee is not under any obligation to undertake any work of any nature whatsoever. The Company shall not be responsible for any sick leave, taxes or similar matters and accepts no responsibility for the procuring of insurance or any superannuation in respect of the operations of the Franchisee.

10.6 The Franchisee will bear all costs and expenses incurred by him/her in connection with his/her activities as a Franchisee, and he/she hereby indemnifies and keeps the Company indemnified against all actions, proceedings, liabilities, claims, damages, costs, and expenses arising out of or in any way relating to his/her actions. The Company is responsible only for the inherent quality and integrity of its products and services.

11) Indemnity

11.1 You must indemnify us and keep us indemnified against all actions, liabilities, proceedings, claims, damages, costs (including legal costs on a solicitor and own client basis) and expenses which are suffered by us as a result of you breaching these terms and conditions.

11.2 The Company does not accept any responsibility and is indemnified if any aspect of the web portal does not comply with the laws of a particular country. People who access this site do so of their own volition and are responsible for complying with relevant local laws in their country of Residence.

11.3 The Company does not accept liability for loss or damage supposedly linked or relating to the use of this web site or its contents whatsoever.

Legal Disclaimer
As a visitor to this site, you are required to acknowledge that you have read, understood and agreed to be bound by this disclaimer.

The Company makes no other warranty or representation other than the terms and conditions contained herein and no Franchisee is authorized to make any other promises to a potential Franchisee. If the Applicant relies on any promises made by a Franchisee trying to introduce him or her to the Program that are not in this Agreement, and that Franchisee fails to keep any such promise, the Applicant shall only have recourse against that Franchisee and not the Company. However, in such an event, the Applicant is encouraged to file a complaint with the Company. Upon receipt of such a complaint, the Company will conduct such investigation, as it deems necessary and, upon validation of such a complaint, impose appropriate remedies on the offending Franchisee including without limitation terminating this Agreement or his/her appointment as a Franchisee of the Company. Such action however will not result in any recovery of damages by the Applicant, which the Applicant is free to seek against the offending Franchisee, not the Company.

This web site is published by the Company. The Company takes all reasonable steps to ensure that the information on this site is accurate and kept up-to-date. However, the Company cannot guarantee, under any circumstances, the accuracy of the content which is subject to changes or the functionality of the overall site. Any decision made by an individual based on information on this site is the responsibility only of that individual.

12) Amendments of these Terms and Conditions

12.1 We have the right to unilaterally amend these terms and conditions by written notice to you which can be by mail or e-mail.

12.2 You are deemed to have accepted any amendments to these terms and conditions upon the earlier of the following events:
(a) the first time that you pay any fees to us after you have been notified of the amendments;
(b) the first time that you accept any monies that we pay to you; or
(c) 14 days after you have been notified of the amendments.

12.3 If you do not agree to our amendments to these terms and conditions you may terminate your Franchisee at any time prior to accepting the amendments, by giving written notice to us.

13) Governing Law

13.1 Your Licencee (E-Franchise) Agreement and these terms and conditions will be subject to the laws of The Republic of Singapore. You agree to submit to the courts of The Republic of Singapore in relation to any dispute arising under these terms and conditions or relating to your T.H.E.

13.2 Franchisees can introduce another sub-Franchisee anywhere in the world. However, there are many countries and it is impossible to know the laws of all of them. It is the introduced Franchisee's responsibility to ensure they obey the laws of their country.

14) Acknowledgement

14.1 By submitting your on-line application to us, you acknowledge that:
(a) you have read these terms and conditions; and
(b) you are applying for T.H.E Franchise as a result of your own enquiries and not because of any inducement by T.H.E, any other T.H.E Franchisee or any other person.

14.2 From time to time you may submit material to the T.H.E such as photographs or written material which may have been submitted as a result of winning a competition or other prize or provided for testimonial purposes. T.H.E may wish to utilise such material in its news bulletin or other promotional material. By virtue of your voluntary submission of such material you authorise T.H.E to use same at its absolute discretion, any material supplied to T.H.E by you will become the property of the T.H.E.

14.3 In these terms and conditions, "Us", "We" or "Our" or the "T.H.E" means The Humanitarian Enterprise.

14.4 If any provision in the agreement is found to be invalid, illegal or unenforceable the Company may amend or delete the provision. The amendment or deletion of any clause will not affect the remaining clauses and provisions.

14.5 The Company never forfeits its rights to require the Franchisee’s compliance with the agreement or with applicable laws and regulations governing business conduct. Only in rare circumstances will a policy be waived, which is only permitted when conveyed in writing by the company. Any such waiver will apply only in that specific case and may not be used as a precedent in any other case.

14.6 The Company's failure to exercise any of the rights in this agreement or to insist on strict compliance with the terms and conditions does not constitute a waiver of the Company's right to require compliance. Waiver of any part of this agreement or any provision of the Programme must be in writing and signed by an authorised officer of the Company.

15) Privacy Policy

15.1 Accountability: We will be responsible for all personal data collected. All personal data collected will be used and processed fairly and lawfully while in our possession or custody. We ensure all our customers that we would be accountable for our organisation's compliance to our Privacy Policy.

15.2 Specifying Purposes: Personal data collected, will not be used for a new purpose unless we obtain consent from our customers. We are the sole owner of the personally identifiable information collected on this site. We collect personally identifiable information for the sole purpose of registering a user for our web site.

15.3 Consent: We do not collect sensitive information from our customers. We assure all customers that all personal information collected would be used or disclosed only for the purposes for which it was collected.

15.4 Limiting Collection: Only the necessary personal data is collected from customers’ for business purposes. Both the amount and the type of data collected shall be limited to that which is necessary to fulfill the purposes identified.

15.5 Limiting Use, Disclosure and Retention: We will not disclose, share, transfer, sell or rent personally identifiable information to any 3rd party. We do not send unsolicited marketing email to our customers. Customers will occasionally receive email on special promotions we hold. Out of respect for the privacy of our users, users may opt-out of receiving these communications by replying to unsubscribe in the subject line in the email.

We do not keep personal data for longer than is necessary for those purposes for which they are collected.

We have developed guidelines and implemented procedures to govern the destruction of personal data that are no longer required to fulfill the identified purposes.

We would not display or make publicly available, whether through online directories, customer lists or otherwise, the personally identifiable information collected.

15.6 Accuracy: We ensure our customers that all personal information collected is accurate and kept up to date. We do not maintain duplicate copies of personal information in different systems.

15.7 Safeguards: We ensure our customers that appropriate security safeguards are in place to protect personal data against unauthorised access, misuse, disclosure, copying, use, alteration, accidental loss or theft, destruction or damage.

Only authorised personals have access to our systems. Consultants, contractors or other temporary employees do not have access to the data.

15.8 Openness: Our data protection policy (Privacy Policy) is displayed on the web site and the policy is set out in the same language medium as the web site. We encourage all our customers to read our Privacy Policy to understand the our objective of collection their personal data.

15.9 Links: This web site contains links to other sites. Please be aware that we are not responsible for the privacy practices of such other sites. This Privacy Policy applies solely to information collected by this website.

16) Feedback

16.1 We welcome your feedback. Should you feel dissatisfied with any of our goods or services, please contact us at Tel: +65 6535 0071, Fax: +65 6533 0072, Email: support@eFranchiseSystem.com

Alternatively, customers may refer their complaints to the BusinessTrust Secretariat if they are not satisfied with the resolution of the complaint. Complaints can be referred to

BusinessTrust Secretariat
Mr. Ramesh Vakkiprath
35, Selegie Road, #09-25, Parklane,
Singapore 188307
Email: ramesh@cnsg.com.sg
http://www.commercetrust.com.sg

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