KnW Capital Sdn Bhd Startup Factory Program:
Agent or Affiliate Agreement
This Agent or Affiliate Agreement (the "Agreement") is entered into on the date of signature by and between KnW Capital Sdn Bhd, operating under the brands KnW Technology Consulting and SFP Affiliate (collectively referred to as the "Company"), and the undersigned agent or affiliate (the "Affiliate" or "Agent"). By signing this Agreement, the Affiliate agrees to comply with the following terms and conditions for participation in the KnW Capital Sdn Bhd Startup Factory Program (the "Program").
1. Introduction
This Agreement governs the relationship between KnW Capital Sdn Bhd, the KnW Technology Consulting brand, and the SFP Affiliate brand (collectively referred to as the "Company"), and the undersigned Affiliate or Agent participating in the KnW Capital Sdn Bhd Startup Factory Program (the "Program"). By signing this Agreement, the Affiliate agrees to the terms outlined below.
2. Eligibility
- Eligibility for Agents/Affiliates: The Affiliate must have the necessary experience in marketing, sales, or business development to promote the KnW Capital Sdn Bhd Startup Factory Program. The Company reserves the right to determine eligibility based on the application and provided details.
3. Program Structure
The Program offers various stages to participants, which may include:
- Pre-Startup Boot Camp: Founder Readiness Coaching.
- Startup Boot Camp: Pre-Seed Readiness (divided into four cohorts based on age groups).
- Accelerator Camp: Seed & MVP & Early Stage.
- Incubator Camp: Sustain & Scale & Exit.
As an Agent or Affiliate, you will be responsible for referring potential clients to the Program and assisting in their sign-up and enrollment.
4. Affiliate Responsibilities
- Marketing & Promotion: The Affiliate agrees to market and promote the KnW Capital Sdn Bhd Startup Factory Program in accordance with the guidelines provided by the Company. The Affiliate will identify and refer potential clients (startups, entrepreneurs, etc.) to the Program.
- Compliance with Guidelines: The Affiliate agrees to abide by all marketing, advertising, and promotional guidelines provided by the Company. Any marketing material used must be approved by the Company beforehand.
- Lead Generation & Referrals: The Affiliate is responsible for generating leads and ensuring the successful sign-up of clients into the Program.
5. Company Responsibilities
- Support & Mentorship: The Company will provide affiliates with access to expert mentors, resources, training materials, and tools needed for success in the Program.
- Payment of Commissions: The Company will pay affiliates for successful referrals and sign-ups according to the agreed commission structure outlined below.
- Confidentiality: The Company will maintain confidentiality regarding sensitive information shared by the Affiliate and participants, and will only use it for Program-related purposes.
6. Payment Terms
- Commission Structure: Affiliates will be compensated based on successful referrals to the KnW Capital Sdn Bhd Startup Factory Program. The commission structure is as follows:
- Bronze Affiliate (free): 5% of Program fees for each successful referral.
- Bronze Affiliate (Paid): 10% of Program fees for each successful referral.
- Silver Affiliate: 12.5% of Program fees for each successful referral (Silver Affiliates must handle both marketing and sales).
- Gold Affiliate: 15% of Program fees for each successful referral.
- Platinum/VVIP Affiliate: 17.5% of Program fees for each successful referral.
- VVIP Affiliate: 20% - 33% of Program fees for each successful referral (VVIP affiliates can represent the Program as an agency or independent company).
- Program Fees: Participants may be required to pay a fee for certain Program stages. Payment terms and amounts will be communicated in advance.
- Payment Processing: Payments will be processed via Stripe, a third-party payment processor. By making payments, participants agree to comply with Stripe’s Terms of Service and Privacy Policy available at Stripe’s official link. The Company is not responsible for issues arising from Stripe transactions.
- Tax Obligations: All Program fees are exclusive of applicable taxes, including Sales and Services Tax (SST), which is the participant's responsibility. Invoices reflecting applicable taxes will be issued according to Malaysian law.
- Refund Policy: No refunds will be provided for Program fees unless the Program is canceled by the Company prior to the start date. Any refunds will be processed via Stripe. Chargebacks initiated through Stripe may incur additional fees.
- Liability for Payment Processing: The Company is not liable for issues, delays, or errors from Stripe or other third-party processors. For payment-related issues outside the scope of this Agreement, participants should contact Stripe directly.
- International Payments: For participants outside Malaysia, Program fees may be subject to currency conversion rates and international transaction fees imposed by Stripe or the participant’s bank. Participants are responsible for such fees.
- Payment Schedule: Commissions will be paid on a monthly or quarterly basis, depending on the affiliate's agreement and the terms of the Program.
7. Termination of Participation
- Termination by Affiliate: The Affiliate can withdraw from the Program at any time by providing written notice to the Company. However, no refunds will be issued once the Program services have been started.
- Termination by Company: The Company reserves the right to terminate the Affiliate's participation if they violate any of the terms outlined in this Agreement or engage in unethical behavior, including but not limited to false advertising, fraudulent activity, or failure to meet agreed milestones.
- Post-Termination: Upon termination, the Affiliate will be removed from the Program and lose access to any Program materials, mentorship, and resources.
8. Confidentiality & Intellectual Property
- Confidentiality: Both parties agree to maintain the confidentiality of proprietary information, including intellectual property, trade secrets, business strategies, and client data, and will not disclose it to third parties unless explicitly authorized.
- Intellectual Property Ownership: All intellectual property, including training materials, marketing content, and resources provided by the Company, remain the property of KnW Capital Sdn Bhd. The Affiliate is granted a limited, non-exclusive, non-transferable license to use these materials solely for the purpose of promoting the Program.
9. Liabilities & Disclaimers
- Limitation of Liability: The Company is not liable for any direct, indirect, incidental, special, or punitive damages arising from the Affiliate’s participation in the Program, including loss of business, profits, or any other economic or non-economic loss.
- No Guarantee of Success: The Company does not guarantee the success of any affiliate’s or participant’s business. While the Program provides resources and support, outcomes depend on individual efforts, market conditions, and external factors.
- No Legal or Financial Advice: The Program does not provide legal, financial, or tax advice. Affiliates and participants should consult appropriate professionals for such matters.
10. Non-Compete and Non-Solicitation
- Non-Compete: During participation and for 3 months following the end of the Program, the Affiliate agrees not to engage in any competing business activities that directly conflict with the Company’s business model or interests.
- Non-Solicitation: The Affiliate agrees not to solicit or attempt to solicit employees, contractors, or clients of the Company for a period of 3 months after the termination of their participation in the Program.
11. Geographic Restrictions for Affiliates
- Authorized Territories: The Affiliate agrees to promote and refer clients only within the designated geographic territories specified by the Company. This may include local, national, and international markets, as determined by the Company.
- Exclusivity and Non-Competition: The Company reserves the right to grant or revoke territorial exclusivity to Affiliates based on market conditions, regulatory requirements, and business strategy. Affiliates may not solicit clients outside their designated territory without prior written approval from the Company.
- Cross-border Limitations: Affiliates operating outside Malaysia are required to ensure compliance with local laws and regulations when promoting the Program. The Company may impose additional requirements for cross-border affiliates, including but not limited to compliance with foreign advertising laws, payment processing standards, and data protection regulations.
12. Governing Law & Dispute Resolution
This Agreement is governed by the laws of Malaysia. Any disputes will be resolved through mediation or arbitration according to Malaysian laws. International participants agree that arbitration will occur in a mutually agreed location and in English. Both parties agree to attempt mediation first before pursuing arbitration.
13. Modification of Terms
The Company reserves the right to modify or amend these Terms and Conditions at any time. Any changes to the terms will be communicated to the Affiliate, and continued participation in the Program after the changes have been communicated constitutes acceptance of the new terms.
14. Miscellaneous
- Entire Agreement: This Agreement constitutes the entire understanding between the Company and the Affiliate, superseding all previous discussions, representations, and agreements.
- Severability: If any provision of this Agreement is held to be unenforceable, the remainder of the Agreement will remain in full force and effect.
- Waiver: No failure or delay in enforcing any provision of this Agreement shall be considered a waiver of that provision.
15. Acknowledgment and Acceptance
By signing this Agreement, the Affiliate acknowledges and agrees to comply with all terms and conditions set forth herein.
Affiliate Name: _______________________
Date: _______________________
Signature: _______________________
Company Representative Name: _______________________
Date: _______________________
Signature: _______________________
Electronic Signature Clause
By signing this Agreement electronically, the Affiliate or Founder acknowledges and agrees that their electronic signature is legally binding and has the same effect as a handwritten signature. The Affiliate or Founder agrees to be bound by the terms and conditions of this Agreement as if they had signed it in person. Electronic signatures may be provided through a secure electronic platform or email, and the Company reserves the right to retain a digital copy of the signed Agreement for record-keeping purposes.
Geographic Restrictions for Affiliates
Affiliates participating in the KnW Capital Sdn Bhd Startup Factory Program must adhere to geographic restrictions based on Stripe's supported countries. Stripe operates in 46 countries, including Australia, Canada, France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, Netherlands, Singapore, the United Kingdom, and the United States.
Affiliates located in countries where Stripe operates are eligible to participate. Affiliates from countries not supported by Stripe are ineligible to participate.
Appendix: Stripe Supported Countries
The following countries are supported by Stripe:
- Australia
- Austria
- Belgium
- Brazil
- Canada
- Cyprus
- Czech Republic
- Denmark
- Estonia
- Finland
- France
- Germany
- Hong Kong
- Ireland
- Italy
- Japan
- Luxembourg
- Malaysia
- Malta
- Mexico
- Netherlands
- New Zealand
- Norway
- Portugal
- Singapore
- Spain
- Sweden
- Switzerland
- United Kingdom
- United States
Affiliates must ensure they are located in one of these supported countries to participate in the Program.
For the most current information on Stripe's supported countries, please refer to Stripe's official documentation.
