MY-Affiliate Program (CPS) Final

Lazada’s Affiliate Program Terms & Conditions

Version dated 27 January 2022.

Clause 1. Definition and Interpretation

1.1 Lazada

Ecart Services Malaysia Sdn Bhd of Unit G-1, UOA Corporate Tower A, Avenue 10, The Vertical, Bangsar South City, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur is the owner and manager of Lazada Malaysia (“Lazada”), the e-commerce website page https://www.lazada.com.my/ (“Lazada Website”) and Lazada mobile application, on which Lazada and other third parties (marketplace sellers) are offering to sell and selling products, goods and/or services.

1.2 Lazada Platform

The website and the Lazada mobile application on which Lazada or third parties (marketplace sellers) offer to sell, sell and distribute products, goods and/or services.

1.3 Lazada’s Affiliate Platform

The online Platform available at https://adsense.lazada.com.my provided by Lazada, which enables the Affiliate to participate in the Lazada’s Affiliate Program and provides the Affiliate with statistical and financial information and any other relevant information and materials, including but not limited to the Affiliate’s performance, retrieve Advertising Materials, access to Affiliate’s amount of commission.

1.4 Affiliate

An entity or individual as identified on the Sign-Up Form for Lazada’s Affiliate Program as a party to this Agreement and which is entitled to publish Lazada’s Advertising Materials via Affiliate’s Media.

1.5 Affiliate’s Media

Affiliate’s Media means all advertising media, including but not limited to websites, applications and newsletters, Affiliate networks' sub-affiliates, their owned and brokered media registered to the Lazada’s Affiliate Program by the Affiliate and approved by Lazada.

1.6 Lazada’s Affiliate Program

Lazada’s Affiliate Program that offers to sell and distribute products/goods and/or services to Customers via Deeplinks on the Affiliate’s Media.

1.7 Lazada Application

Lazada’s mobile application.

1.8 Chargeback

Right of Lazada to not pay any Commission, set-off or initiate chargebacks, on Invalid Transactions.

1.9 Click

A user’s call of a hyperlink for the Lazada’s Affiliate Program, leading to the Lazada Platform, an action of a Deeplink.

1.10 Commission

The commission received by an Affiliate for delivering a Sale or an agreed action excluding any Chargeback as described Lazada’s Affiliate Platform (as revised from time to time).

1.11 Customer

A consumer who accesses the Advertising Media of the Affiliate or the Lazada Platform, and places an order.

1.12 Deeplink

A link to the Lazada Platform in the form of the exact URL, provided via the Lazada’s Affiliate Program for use by the Affiliate in the Affiliate’s Media (e.g. registered websites), that identifies the Affiliate.

1.13 Eligible Sales

All Sales generated by an Affiliate’s active promotion of Lazada on the Affiliate’s website / application which are eligible for a Commission in accordance with the requirements in this Agreement and/or the requirements as informed to the Affiliate on Lazada’s Affiliate Platform. Eligible Sales exclude Invalid Transactions.

1.14 Invalid Transactions

Invalid transactions include but are not limited to:

a. fraudulent transactions: identified manually or by the means of automated fraudulent order check tools used by Lazada

b. collusion: transactions where the Affiliate or sub affiliate is connected to the Seller, as per Clause 4.17

c. cancelled transactions

d. returned orders

e. resellers: Orders made with the intention of reselling as per Clause 4.17.

f. non-Permitted traffic and sources: as per Clause 4.2, 4.3, 4.5 and 4.7.

1.15 Sale (also known as Order or Transaction)

The act of purchasing products, goods or service by one of Lazada’s Customers via the Deeplink.

1.16 SEM (Search Engine Marketing)

The acronym which means search engine marketing and includes any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of paid placement, contextual advertising or paid inclusion.

1.17 SEO (Search Engine Optimization)

The acronym which means search engine optimization and includes the process of (i) improving the volume or quality of traffic to a website or a web page from search engines via "natural" or un-paid ("organic" or "algorithmic") search results, or (ii) realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords.

1.18 Advertising Material

Including but not limited banner, pop-up or any product information shown in equivalent forms.

1.19 Sign-Up Form

The Sign-up form that is accessible via the Lazada Platform for registration to the Lazada’s Affiliate Program.

Clause 2: Contract Formation

2.1. The terms and conditions herein represent a binding agreement between the Affiliate and Lazada (“Agreement”).

2.2. By signing up for or using the Lazada’s Affiliate Program, the Affiliate represents that it / he / she has full power, capacity and authority to enter into and perform the obligation under this Agreement, and agrees to be bound by this Agreement.

2.3. In case any Insertion Order or any other document in other form is executed by the Affiliate and Lazada, such Insertion Order or document shall always be subject to the terms and conditions of this Agreement.

Clause 2A: Representation

2A.1. The Affiliate represents and warrants to and for the benefit of Lazada as follows:

If the Affiliate is a body corporate / entity

a. it is duly organized and validly existing under the local laws of the country where it has been incorporated;

b. it is not a Specified Person as defined in the Direction on Dealings with Specified Person and in Restricted Currency issued by Bank Negara Malaysia on 30 April 2020 (i.e. an Israeli entity or an entity controlled or owned by Israeli government, an Israeli entity or a citizen or permanent resident of the State of Israel)

c. it has the power, capacity, right, authorization and has taken all necessary action (where applicable) to perform and comply with its obligations under this Agreement;

d. performance or compliance with its obligations under this Agreement do not and will not violate or contravene:

(i) its constitutive documents,

(ii) any agreement to which it is a Party to or is otherwise bound,

(iii) any law or regulation, or

(iv) any court, arbitral or administrative judgment or order;

e. all information and documents provided to Lazada is accurate, complete and up-to-date and it does not violate any law; and

f. it has taken no corporate action nor have any other steps been taken or legal proceedings started or threatened against it for its winding up or dissolution or for the appointment of a receiver, administrator, trustee or similar officer to any or all of its assets and undertaking.

If the Affiliate is a natural person

a. he / she is not a minor, has the legal capacity to sign up for the Lazada’s Affiliate Program and agrees to be bound by this Agreement;

b. he / she is not a Specified Person as defined in the Direction on Dealings with Specified Person and in Restricted Currency issued by Bank Negara Malaysia on 30 April 2020 (i.e. a citizen or permanent resident of the State of Israel)

c. he / she has the power, capacity, and has taken all necessary action (where applicable) to perform and comply with its obligations under this Agreement;

d. performance or compliance with the obligations under this Agreement does not and will not violate or contravene:

(i) any agreement to which he / she is a Party to or is otherwise bound,

(ii) any law or regulation, or

(iii) any court, arbitral or administrative judgment or order;

e. all information and documents provided to Lazada is accurate, complete and up-to-date and it does not violate any law; and

f. he / she has not been adjudged bankruptcy and no bankruptcy proceedings have been initiated against him / her.

Clause 3: Scope of Work

3.1. Scope of work shall be participation in the Lazada’s Affiliate Program and promotion for Lazada by the Affiliate as an affiliate in the context of Lazada’s Affiliate Platform. To this end, Lazada shall make a selection of Advertising Materials available to the Affiliate as an advertiser via the Lazada’s Affiliate Platform.

3.2. The Affiliate shall be solely responsible for placing Advertising Materials on the Affiliate’s Media registered in the Lazada’s Affiliate Program. Subject to Lazada’s rights under this Agreement or unless otherwise required by Lazada, the Affiliate shall be free to decide whether and how long it wishes to place the Lazada Advertising Materials on the Affiliate’s Media. The Affiliate shall be entitled to remove the Advertising Materials from the Affiliate’s Media at any time. The Affiliate is only allowed to place Lazada Advertising Materials on the Affiliate’s Media duly registered with and approved by Lazada.

3.3. In return for the successful brokerage, the Affiliate shall receive from Lazada the Commission for all Eligible Sales, which shall depend on the extent and real net value of the service.

3.4. The Lazada’s Affiliate Program shall not establish any other contractual relationship between the Parties that goes beyond this Agreement.

3.5. Any incorporation of the Affiliate's own terms and conditions into this Agreement shall require the express written consent of Lazada. The Affiliate’s own terms and conditions shall not be applicable even if Lazada does not object to their validity.

Clause 4: Obligations and Covenants of The Affiliate

4.1. The Affiliate shall be expressly prohibited from using and/or modifying the Advertising Materials and contents accessed via the Lazada’s Affiliate Platform without Lazada’s prior written consent.

Email / EDM

4.2. The Affiliate shall not, without prior written consent by Lazada, be allowed to use advertising electronic direct mails (the “EDM”) to promote Lazada.

In the event Lazada has given its written consent to the Affiliate to use EDM, the Affiliate has to make sure that all the EDM are generated over a double opt-in e-mail, in consideration of all necessary restrictions.

Lazada will be free of all third-party requirements for any claims, disputes, claims caused by the Affiliate in relation to the e-mail or EDM. The Affiliate guarantees that it takes responsibility in case of complaints concerning the e-mail or EDM. The Affiliate is not allowed to use the brand “Lazada” within the e-mail address, within the URL, within the source code, and within the subject of the e-mail. The Affiliate has to make sure that it is clear that the e-mail comes from an Affiliate and not from Lazada directly. The e-mail has to be approved by Lazada before it is sent. The Affiliate has to compensate the costs in case of breach of third-party requirements or breach of the above restrictions.

Affiliate’s Media

4.3. The Affiliate shall be responsible for the contents and routine operation of the Affiliate’s Media or the other relevant Affiliate’s Media, such as Affiliate network’ sub-affiliate, and shall, during the term of this Agreement, place no content on the Affiliate’s Media or other relevant advertising media that breaches the applicable law, public morals or third-party rights. Prohibitions shall include, but not be limited to, representations that glorify violence, sexual and pornographic contents and illustrations, misleading statements or discriminatory content (e.g. in respect of gender, race, politics, religion, nationality or disability). Such contents may neither be mentioned on the Affiliate’s Media or other relevant advertising media, nor may links be created from the Affiliate’s Media or other relevant advertising media to corresponding content on other websites.

4.4. The Affiliate’s Media or other relevant advertising media shall not conduct, undertake, use, perform or exercise deal, torrent or streaming activities without Lazada’s prior written consent.

4.5. The Affiliate shall be prohibited from creating and/or maintaining websites / applications that might lead to risk of confusion with the presence of Lazada or Lazada Platform. The Affiliate shall neither be allowed to mirror the said presence nor to copy graphics, texts or other contents from Lazada Platform. It is strictly prohibited to crawl any of Lazada Platform. In particular, the Affiliate shall avoid creating the impression whether, publicly or privately, that the Affiliate’s Media is a project of Lazada or its operator is economically linked to Lazada in any way or any other relationship or affiliation between the Affiliate and Lazada that goes beyond the Lazada’s Affiliate Program and this Agreement. Any use, by the Affiliate, of materials or contents from Lazada, Lazada Platform, Lazada’s logos, brands, marks or other intellectual property shall require Lazada prior written approval.

4.6. The Affiliate shall be liable, vis-à-vis Lazada, for ensuring that its advertising contents are not in breach of any domestic or foreign third-party property rights or other rights that do not meet any special statutory protection.

4.7. It is strictly prohibited to drive SEM and other keyword-based advertising traffic using the Lazada brand or private labels, to Lazada Platform. In other words, "Lazada" and other similar words which could be misleading as Lazada must be entered as a negative keyword in the search engine.

4.8. Advertising Lazada through social media activities on social media may be granted upon request. The Affiliate should not include any Lazada’s logos, brands, marks or other intellectual property, or display misleading contents (i.e. that may look like official Lazada social media activities) on the social media without approval from Lazada.

4.9. The Affiliate shall not set up any campaigns on any third-party affiliate networks. The Affiliate is only allowed to direct its own traffic and/or its own sub-affiliate’s traffic in case of networks, to the Lazada Platform.

4.10. The Affiliate warrants that it will set cookies only if the Advertising Material made available under the Lazada’s Affiliate Program is in visible use on the Affiliate’s Media and the user clicks on the Advertising Material voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, auto-redirect advertisements which automatically redirect an user to the advertiser websites without the user’s engagement or action (e.g. click, touch), cookie dropping, post-view technology and misleading advertisements that result in misleading clicks that display expected contents, shall not be permitted and are strictly prohibited. The use advertisements in applications campaign that result in forced installation of advertiser applications is strictly prohibited. For clarification purposes, forced-installation also includes the act of not asking the users for permission before initiating a download or redirect.

4.11. The use of offers, creative or brand names for any case of competition or lottery is strictly prohibited.

4.12. The Affiliate may promote solely vouchers that Lazada has approved explicitly for the Affiliate or communicated by means of the Affiliate newsletters. The promotion of other vouchers, including but not limited to the end customer newsletters, printed advertisements or customer service contacts, shall not be permitted and strictly prohibited.

4.13. Any breach, by the Affiliate, of its obligations stipulated in this Agreement or any other intellectual property rights or copyrights of Lazada shall entitle Lazada to terminate this Agreement for good cause in accordance with the terms and conditions of this Agreement. This shall not affect any additional claims against the Affiliate to which Lazada is entitled. In particular, Lazada shall be entitled, vis-à-vis the Affiliate, to withhold or cease all and any services related to the Affiliate.

4.14. The Affiliate shall remove Lazada Advertising Materials without delay from the Affiliate’s Media if Lazada requests it to do so.

4.15. If Lazada is sued by third parties on account of the Affiliate's breach of contractual obligations or on account of the Affiliate's violation of a statutory provision in relation to the placement of Lazada Advertising Materials, the Affiliate shall be obliged to indemnify Lazada against all third-party claims that are asserted on account of the aforementioned breaches. If, for its legal defence, Lazada requires the Affiliate to provide information or explanations, the Affiliate shall be obliged to make the same available to Lazada within necessary period no later than three (03) days and also to provide reasonable support to Lazada in its legal defence.

4.16. In addition, the Affiliate shall compensate Lazada for any costs resulting from claims by third parties on account of the breach of the aforementioned obligations and/or violation of statutory provision; such costs shall, for example, include legal fees, court or other dispute resolution costs, particularly costs of independent proceedings for taking evidence, damages and other disadvantages that Lazada suffers thereby.

4.17. The Affiliate shall not purchase any product through it / his / her own affiliate promotions. Also, the Affiliate shall not cause any third parties to use the Lazada’s Affiliate Program to purchase any product with the intention of reselling such product or for commercial use of any kind. Transactions that are not eligible for pay-outs include the scenario where the Affiliate or sub-affiliate is simultaneously owning or managing the seller account (whether directly or not). For the avoidance of doubt, such transactions shall be deemed as being brought about through collusion and considered an Invalid Transaction as provided in Clause 1.14 above.

4.18. The Affiliate covenants that it has and will maintain all licenses, permits, approvals, registrations or the like, to perform the obligations contemplated under this Agreement and that it shall carry out its obligations this Agreement in compliance with the laws of Malaysia, policies or directions or orders issued by the authorities in Malaysia, particularly any local advertising laws, its guiding legislation and legal provisions on data privacy, including but not limited to the Personal Data Protection Act 2010.

4.19. In the event of a breach or violation of any terms and conditions in this Agreement(including but not limited to the use of non-permitted traffic and sources, fraudulent actions or the violation of the terms stated in this Agreement), Lazada reserves the right to deem the following as Chargeback: (i) any pending payment owed to the Affiliate, (ii) the total amount of the pay-out for the period when the breach was found, (iii) any pay-out earned by the Affiliate proven to have originated from the breach or violation.

For the avoidance of doubt, the Affiliate remains liable to compensate Lazada for all losses suffered in the aggregate by Lazada due to the Affiliate’s breach, and any compensation quantum exceeding the amount recoverable by Lazada by way of Chargeback or deduction from the amount payable to the Affiliate, shall be recoverable, at Lazada’s election, by way of debt owed by the Affiliate to Lazada.

4.20. The Affiliate shall declare each of its sub-affiliates with Lazada, which will involve the identification of the sub-affiliates segment, activity and insertion of tracking parameters of unique identifiers to allow tracking of performance. The Affiliate acknowledges that by allowing its sub-affiliates to participate in the Lazada’s Affiliate Program, the Affiliate shall ensure that such sub-affiliates shall be bound by the terms and conditions of this Agreement.

In the case of a violation originated by an identified Affiliate network sub-affiliate, an additional Chargeback of the sum which is equivalent to 30% of the sub-affiliate payout can be applied as liquidated damages (and not as penalty). The parties agree that the quantum payable as liquidated damages is a genuine pre-estimate of the foreseeable damages incurred by Lazada due to the breach by the Affiliate, or sub-affiliate, of this Agreement and that the amount of damages or losses likely to be suffered by Lazada is incapable or is difficult to precisely estimate.

4.21. Lazada shall be entitled to prohibit certain sub-affiliates from participating in the Lazada’s Affiliate Program for any reason. In the event of breach by an identified sub-affiliate, the Affiliate shall cooperate in good faith, to provide Lazada with all details as requested by Lazada regarding the sub-affiliate.

4.22. The Affiliate shall not run any campaigns, posts or links directly on any of the Lazada properties, including Lazada Platform or social media in any forms.

4.23. The following subjects are not allowed to participate in Lazada’s Affiliate Program: (1) any seller signed E-commerce Service Contract with Lazada, (2) any employees of Lazada, including but not limited to any employees who have signed contract for service or contract of service for a fixed term or otherwise and (3) any individual, or organisation which Lazada allows to access its confidential information.

Clause 5: Services by Lazada

5.1. Once the Affiliate has been accepted to the Lazada’s Affiliate Program, the Affiliate shall be provided with a wide range of Advertising Materials, which shall be adapted at regular intervals in line with the product range and seasonal influences. The Affiliate may request for individual provision of formats or newsletter templates from Lazada at any time.

5.2. Lazada shall operate the Lazada Platform and the services offered thereon, such as the provision of product feed, within the limits of the technical capacities available to Lazada. Lazada shall not be obliged, within these limits, to provide error-free and interruption-free availability of the Lazada Platform. The quality and correctness of the products, advertising material and csv files offered on the Lazada’s Affiliate Platform shall fall within the exclusive discretion of Lazada.

5.3. All activities of the Affiliate are logged via the Lazada’s Affiliate Platform’s tracking system and made accessible to the Affiliate through statistics and reports. The Commission that Lazada pays to the Affiliate shall be based on the brokered Eligible Sales and the resulting net shopping basket value. The Commission is calculated in accordance with Clause 7.3 and Clause 8.3 of this Agreement.

5.4. The Affiliate shall, in the context of its participation in the Lazada’s Affiliate Program and in accordance with the terms and conditions that the Affiliate agreed with Lazada in this respect, be entitled to receive Commission from Lazada in relation to Eligible Sales that are generated, by its active promotion of Lazada on the Affiliates’ Media, within the first session and for the relevant attribution window thereafter if the action of using the Advertising Materials lead to an Eligible Sale via the Lazada Platform and it is the last paid marketing advertorial the end-user is using. Details of how the attribution is made shall be communicated by Lazada from time to time on the Lazada’s Affiliate Platform (as updated and amended from time to time).

5.5. Notwithstanding to any conflict provision set forth, in case of any incident not caused by the Affiliate’s fault which leads to any mistake or inaccuracy in the Lazada’s Affiliate Platform statistics and reports, Lazada, by its own decision, shall compensate for the Affiliate with an amount of money. The rate and calculation of compensation shall be aligned and agreed to by Lazada and the Affiliate via email.

Clause 6: Liability of Lazada

6.1. The aggregate liability (inclusive of interest and legal and other costs) of Lazada and Lazada’s respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives to the Affiliate, to the fullest extent permitted by applicable laws, and notwithstanding any other provision of this Agreement, for all claims resulting from breach of or negligent performance of this Agreement shall not exceed the total of Commission paid or payable to the Affiliate under this Agreement in the six (6) months immediately prior to the occurrence of the event giving rise to the claims.

6.2. Save as expressly provided in Clause 6.1 above, no further liability on the part of Lazada shall exist. In no event shall Lazada be liable for any loss of profit, indirect, special, punitive, consequential loss or damages arising out of or in connection with this Agreement.

6.3. The Affiliate agrees at all times to indemnify and keep Lazada indemnified against any and all claims, losses, damages, costs or expenses and other liabilities arising from the Affiliate’s use of the Lazada’s Affiliate Program or in relation to this Agreement.

Clause 7: Commission for Transaction Generated from Lazada Website

7.1. Lazada agrees to pay Commission on Eligible Sales generated on Lazada Website within the relevant Attribution Window, by the traffic coming from the Affiliate’s Media. In order to reward the best performing Affiliate, Lazada has put in place a category-based commission structure for transactions generated on the Lazada’s Affiliate Platform. The commission structure could be referred to on the Lazada’s Affiliate Platform.

7.2. Affiliate Commission = [Net shopping basket value x Commission rate], subject to the individual commission cap.

7.3. Net shopping basket value is defined as the amount the customer pays, meaning the product selling price, less checkout discount and shipping costs (if any).

The Affiliate Commission shall be inclusive of any prevailing consumption tax, including but not limited to any Goods and Services Tax, Sales Tax, and Services Tax or its equivalent, implemented and imposed by the Government of Malaysia for the duration of this Agreement. If the Affiliate is subjected to the prevailing consumption tax currently being in force in Malaysia, the Affiliate shall be solely responsible for any consumption tax imposed in connection with the Commission.

7.4. The commission structure may be modified at any time by Lazada at its sole discretion, including without limitation, by adding or reducing additional points of commission to selected Affiliates, in order to incentivize best practices and reward outstanding results. Please refer to Clause 12.3 for more information

7.5. Without prejudice to other rights or remedies available to Lazada, Lazada has the right to withhold, and the Affiliate agrees that it shall not be eligible for, any Commission otherwise payable under this Agreement if Lazada determines that the Affiliate 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 Affiliate. In the case of a violation originated by an identified sub-affiliate, an additional Chargeback of the sum which is equivalent to 30% of the sub affiliate pay-out can be applied.

Clause 8: Commission for Transaction Generated from Lazada Mobile Application

8.1. Lazada agrees to pay Commission on Eligible Sales generated on Lazada mobile application within the relevant Attribution Windows, by the traffic coming from the Affiliate’s Media. Lazada offers Commission per Eligible Sale made excluding any Chargeback. The Commission structure could be referred to on the Lazada’s Affiliate Platform.

8.2. The commission structure may be modified at any time by Lazada at its sole discretion including without limitation, by adding or reducing additional points of commission to selected Affiliates, in order to incentivize best practices and reward outstanding results. Please refer to Clause 12.3 for more information.

8.3. Without prejudice to other rights or remedies available to Lazada, Lazada has the right to withhold, and the Affiliate agrees that it shall not be eligible for, any Commission otherwise payable under this Agreement if Lazada determines that the Affiliate 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 Affiliate. In the case of a violation originated by an identified sub-affiliate, an additional Chargeback of the sum which is equivalent to 30% of the sub affiliate pay-out can be applied.

Clause 9: Tracking Methodology

9.1 Lazada and the Affiliate agree that tracking and reporting are being carried out by Lazada’s Affiliate Platform by which a cookie is dropped on the user’s browser to track transaction back to each specific Affiliate and by which the device ID is used to track transactions generated from Lazada mobile application.

9.2 Lazada attributes a transaction to the Affiliate which is in the last position of the paid click chain. For mobile application campaigns, a post-click attribution is used and the order is attributed to the last paid link, regardless of clicks to other organic marketing channels’ links.

9.3 In the event that a transaction is not tracked in the manner contemplated under Clause 9.1 and Clause 9.2, Lazada shall have the right to track the volume of transactions attributed to the Affiliate based on Lazada’s own data.

Clause 10: Payment

10.1. The Affiliate can login into the Lazada’s Affiliate Platform to view the accumulated Commission after conversions are made and a first payment check has been performed. When requested by the Affiliate and when Lazada deems necessary, a technical integration can be established between Lazada’s Affiliate Platform and the Affiliate’s system. In the event of any discrepancy of data between the Lazada’s Affiliate Platform and the Affiliate’s system, Lazada’s data shall prevail. Under no circumstances will data from the Affiliate’s system be used to measure payable amount.

10.2. Lazada will issue monthly a payment advice for all tracked, delivered and non-returned Sales in the previous month for billed amount once the accumulated Commission exceeds the minimum sum as set out in Clause 10.5 below.

10.3. The Affiliate will be paid within 45 days after Lazada has issued a payment advice.

10.4. Payment to the Affiliate will be done once a month.

10.5. Lazada reserves the right to withhold any amount due to the Affiliate below the minimum payment sum, being any amount below RM100 (for payments into Malaysia bank accounts) or below RM300 (for payments into non-Malaysia bank accounts). Lazada will pay the Affiliate in the next payment period only if the minimum payment sum is met.

10.6. All payments made from the Lazada to the Affiliate will be in the form of direct bank transfer to the bank account provided by the Affiliate. Lazada is solely responsible for all incurred financial institution processing fees, except that Lazada reserves the right to deduct from the Commission to the Affiliate for the additional processing fees incurred due to incorrect information provided by the Affiliate.

10.7. Affiliate shall be solely responsible for payment of all taxes on its own income. If the payment to the Affiliate are subject to withholding taxes, Lazada shall deduct the withholding tax amount from the Commission, and pay the Affiliate the balance amount. Upon request by the Affiliate, Lazada shall provide the Affiliate a certificate (or any similar document) of taxes withheld.

The Affiliate Commission shall be inclusive of any prevailing consumption tax, including but not limited to any Sales Tax, Service Tax or its equivalent, implemented and imposed by the Government of Malaysia for the term of this Agreement.

Clause 11: Organisation And Independence of The Affiliate

11.1. Lazada and the Affiliate are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise or sales representative relationship between the Parties. The Affiliate shall have no authority to make or accept any offers or representations on behalf of Lazada.

11.2. The Affiliate shall not subcontract any of its rights or obligations under this Agreement without prior written consent of Lazada.

Clause 12: Term of Agreement, Amendment and Termination

12.1. The term of this Agreement shall be based on the duration of the Affiliate's membership of the Lazada’s Affiliate Program.

12.2. Following termination of this Agreement, the Affiliate shall, without being requested to do so, immediately delete the information and the Advertising Material that the Affiliate has obtained or procured under this Agreement. The Affiliate shall have no right of retention in this respect. The Affiliate shall, at Lazada’s request, provide Lazada with written confirmation of the deletion. No attributions will be taken into account following termination of this Agreement.

12.3. Lazada reserves the right to change or alter the commission structure with prior notification. In such a case, an e-mail shall be sent to the Affiliate, based on the e-mail address provided by the Affiliate through the Lazada’s Affiliate Program. Notification shall be given by Lazada at least two (2) weeks prior to any change. Lazada shall have no responsibility to ensure that communications about changes in the Lazada’s Affiliate Program are received by the Affiliate. In case of disagreement, the Affiliate’s sole recourse is to end its participation in the Lazada’s Affiliate Program.

12.4. Lazada shall reserve the right to change or alter the terms of this Agreement from time to time, the updated version of which is available on the Lazada’s Affiliate Platform. If the Affiliate does not agree to the changes, the Affiliate shall terminate this Agreement by written notice to Lazada. The Affiliate understands, acknowledges and agrees that continued participation in the Lazada’s Affiliate Program constitutes its / his / her agreement to the changes.

12.5. This Agreement shall be terminated in the following circumstances:

a. Both parties agree to terminate the Agreement.

b. Being required by law.

c. The Affiliate has not been engaged (i.e. bringing traffic) for a period of six (6) months.

d. Lazada reserves the right to unilaterally terminate this Agreement at any time with seven (07) days prior notice to the Affiliate without assigning any reason.

e. Lazada reserves the right to terminate this Agreement without any prior notice to in case the Affiliate breaches or violates any of its obligations or covenants or representations under this Agreement.

f. If there is any suspicion on fraudulent behaviour, Lazada reserves the right to commence an investigation within seven (7) days from the date of raising suspicion and parties’ performance of obligations under this Agreement would be suspended pending the outcome of the investigation. Upon outcome of the investigation, Lazada could decide either to keep engaging in the Agreement or terminate the Agreement without any prior notice. In case any fraudulent behaviour is found, without prejudice to the other rights Lazada has under this Agreement, the Affiliate is required to reimburse all expenses related to the investigation and other relevant damages therefrom within fifteen (15) days from the date of being requested.

g. Other provisions in accordance with the laws and this Agreement.

12.6. The payable expenses will be counted till the date of termination notice except for the circumstances at Clause 12.5.e. and 12.5.f. as above where Lazada shall not pay any Commissions to the Affiliate and reserves the right to claw back the Commission that Lazada has paid to the Affiliate.

12.7. Lazada reserves the right to withhold unpaid Commissions for a period of 60 days following termination of the Agreement to ensure that the correct amount of the Commission is paid to the Affiliate.

12.8. Upon termination of this Agreement, all rights and obligations of the Parties shall cease to have any further effect and none of the Parties shall have any claims against the other Party for costs, damages, compensation or otherwise save in respect of any right of action already accrued or arising under this Agreement prior to such termination.

Clause 13: Confidentiality

13.1. Confidential information shall be any information and documents belonging to the respective other Party that has been marked as confidential or can be regarded as confidential based on the circumstances. This shall include but not limited to:

a. Any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present or future business activities of such party;

b. Any past or present performance results, including orders and volumes;

c. Any plan and strategies for expansion;

d. Any products or services, customers or supplier lists;

e. Any specific or technical information, invention, design, process, procedure, formula, improvement, technology or method;

f. Any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, follow charts, databases, inventions, information and trade secrets; and

g. Any other information that should be reasonably recognized as confidential information of disclosing party. Confidential information need not be novel, unique, patentable, and copyrightable or constitute a trade secret in order to be designated confidential information.

For avoidance of doubt, the confidential information will not include information:

a. which is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving Party or its authorised recipient (as defined in clause 13.3.a below);

b. already known to the receiving Party on a non-confidential basis prior to the disclosure by the disclosing Party to the receiving Party or its authorised recipient;

c. which becomes available to the receiving Party of its authorised recipient from a source not known to the receiving Party or its authorised recipient to be subject to any obligation of confidentiality with respect to such information;

d. which has been independently developed by the receiving Party or its authorised recipient.

13.2. Each Party agrees to hold in strict confidence all confidential information furnished to or received by it and shall not disclose such confidential information to any person or third party without the prior written approval of the disclosing Party.The Affiliate shall disclose confidential information only to those employees for the purpose of implementing or performing its obligations under this Agreement, and not for any other purposes. The Affiliate shall ensure that the said employees maintain confidence and secrecy in respect of the confidential information during and after their activity.

13.3. Notwithstanding the foregoing, the confidential information could be disclosed by the receiving Party due to the following reasons:

a. To any of its employee, agent or professional advisor who has a need to know such confidential information provide that the receiving Party informs such employee, agent or professional advisor (collectively, “authorised recipient”) of the confidential nature of such information and such employee, agent or professional advisor agree to keep such information confidential and not to use such information for any purpose other than in connection with this Agreement.

b. To comply with the mandatory provisions of applicable law or the rules of any recognised jurisdiction;

c. For the purposes of any arbitration or legal proceedings arising from this Agreement; and

d. To any governmental authority at their request.

13.4. The duty of confidentiality herein shall continue for two (2) years from the termination of this Agreement.

13.5. Upon termination of this Agreement, the receiving Party shall promptly destroy or return to the disclosing Party all confidential information so disclosed.

Clause 14: Assignment, Rights of Retention, Set-Off

14.1. The Affiliate may transfer claims against Lazada based on this Agreement to third parties only with Lazada’s written consent.

14.2. Neither of the Parties to the Agreement can have the right to transfer, assign or subcontract all or part of its rights or obligations deriving from this Agreement without the written consent of the other Party. In case having a consent, all term and conditions of this Agreement will be kept unchanged except for having mutual consent.

14.3. Either Party to the Agreement 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 15: Governing Laws and Dispute Settlement

15.1. 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.

15.2. 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.

15.3. 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 good faith negotiations to arbitration. Arbitration will be in English, in Kuala Lumpur, and in accordance with the rules of the Asian International Arbitration Center ("AIAC"). Furthermore, the arbitral tribunal will consist of a sole arbitrator, to be appointed by the Director of the AIAC.

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 16: Final Provisions

16.1. This Agreement shall take effect from the date when the Affiliate signs up for the Lazada’s Affiliate Program.

16.2. This Agreement constitutes the entire agreement between the Parties with respect to the subject matters hereof, and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether oral or written.

16.3. All amendments and addenda to this Agreement including the amendment or rescission of this Clause shall be in writing.

16.4. Should any provisions in this Agreement be held to be illegal, invalid or unenforceable, such provision shall be severable and the validity of the other provisions shall not be affected.

If this Agreement is being agreed to be a company or entity, then the person signing for and on behalf of that company or entity represents that he or she is authorized to legally bind that company or entity to this Agreement.

16.5. The failure of Lazada to exercise its rights in case of breach of this Agreement by the Affiliate will not be considered as a waiver of its rights under this Agreement or under the applicable laws.