Before using the Website, you must read the whole Vendor Agreement, and accept all of the terms in, and linked to, this Vendor Agreement. By accepting this Vendor Agreement as you access our Website, you agree that this Vendor Agreement will apply whenever you use the Website, or when you use the tools we make available to interact with the Website.
- “WGSHub” or “We” means Technology Asia Group Ltd, a limited liability company that runs the web platform service business www.wgshub.com, which is a holder of the name and retail system of WGSHub
- “Website” means the websites operated by WGSHub and available at: www.wgshub.com and any of its regional or other domains or properties, and any related WGSHub service, tool or application.
- “Both Parties” means collective reference for WGSHub and Vendor in this Vendor Agreement.
- “User” means a company or individual who visits or uses the Website, including via the API.
- “Account” means the account associated with a user’s email address.
- “IT Solutions� means any products and/or services provided by a Vendor.
- “Customer” means a User that purchases IT Solutions from Vendor or identifies a Vendor through the Website. A User may be both a Customer and a Vendor under this agreement.
- “Vendor” means a User that identifies as an information technology company that offers information technology product and/or service and registers as a Vendor through the Website.
- “Opportunity” means a project opportunity that is offered by a Customer and which Vendors can submit one or more proposal via the Website.
- The Website is an online venue where Users buy and sell IT Solutions. Customers and Vendors must register for an Account in order to buy or sell IT Solutions. The Website enables Customers to work together online to complete and pay for Projects, and to use the services that we provide. We are not a party to any contractual agreements between Customer and Vendor in the online venue, we merely facilitate connections between the parties.
- WGSHub agrees to market the information technology products and services belonging to you within WGSHub.com retail system.
- You agree to become one of our Vendors and to accept such marketing activities under terms and conditions herein.
You will not use the Website if you:
- are not able to sign legally binding contracts;
- are under the age of 16;
- a person barred from receiving and rendering services;
- are suspended from using the Website;
- or do not hold a valid email address.
All User Accounts are associated with individuals within/without a company. Login credentials should not be shared by Users with others.
The individual associated with the Account will be held responsible for all actions taken by the Account, without limitation.
We may, at our absolute discretion, refuse to register any person or entity as a User. You cannot transfer or assign any rights or obligations you have under this agreement without prior written consent.
- You will register and complete your profile on our Website.
- You will upload products / services and portfolios / case studies (content) into the Website.
- You will provide training as requested by us or our affiliates
- We reserve the right to reject content which are deemed unfeasible or unsuitable for sale within the Website.
- If your content is approved, you should provide marketing materials, template agreements, as requested.
- The design and layout of the product and case study pages on the Website is at our full discretion.
- Prospective Customers obtained by us will include small, medium, and large enterprises, technology startups, and other IT service companies.
- You acknowledge and agree that we may transfer your company information to a related body corporate.
- From time to time we will inform you to agree to undertake promotion for your IT Solutions.
- Digital marketing
- Reseller program
- We are allowed to use your product attributes for the aforementioned promotion activities, including logo and slogan.
The forms of promotion include:
4. Prospective Customer
- At our full discretion, we decide which Opportunity we pass to you. The opportunity may come from an end customer (Direct Opportunity), or another IT vendor (Subcontract Opportunity). Subcontract opportunity may be from Walden Global Services (WGS), a sister company of WGSHub.
- Introduction of a prospective Customer is binding for a period of one (1) year from the date of the last Opportunity given to you. If during the binding period the prospective Customer enters into a contract with you without our written consent, we will charge you commission fee and you agree to pay such fees according to the terms set in this Agreement.
- Vendor shall process an Opportunity with the best possible effort, including but not limited to meeting with prospective Customers, making presentations, writing proposal, drafting engagement contract and project scope document.
- In case of Subcontract Opportunity, you will assist the IT vendor contracting entity in its presales effort.
- In case of Direct Opportunity, you must provide a weekly report of all leads. You are required to always use WGSHub.com Website to communicate with Customers, upload proposals, and contracts.
- You must respond to questions and comments within 1 work day, and available for discussion during work hour.
- For Direct Opportunity, the prospective Customer will sign an agreement with you directly, noting in the agreement that all payments are to be sent to WGSHub bank account.
- You must upload the Purchase Order / Agreement / Scope of Work with the Customer within 3 days of receipt. You must also upload any Project Acceptance certificates signed by Customer during progress of such project.
- For Subcontract Opportunity, the prospective Customer will sign an agreement with another IT vendor as the contracting entity. Such contracting entity has the right to markup your proposed prices, without the obligation to disclose such final pricing to you.
7. Project Implementation
You are obliged to conduct quality assurance of your work and deliver projects according to agreed written contract.
8. Revenue Sharing
- We provide Escrow services in the Website.
- You must bill to the Customer using our Website according to the agreed terms of payment.
- The Commission fee for the WGSHub is 10% (ten percent) of any payment received from Customers.
- Such percentage may be adjusted from time to time based on agreement of both parties.
- After we receive payment from Customer, and after Customer signs an acceptance certificate, we will transfer to your registered bank account no later than 7 (seven) working days after Vendor’s withdrawal request received by WGSHub.
9. Vendor Content
- When you give us content, you grant us a worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.
You acknowledge and agree that:
- We act only as a forum for the online distribution and publication of Vendor content. We make no warranty that your content is made available on the Website. We have the right (but not the obligation) to take any action deemed appropriate by us with respect to your content;
- We have no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Website; and
- Any and all content submitted to the Website is subject to our approval. We may reject, approve or modify your content at our sole discretion.
You represent and warrant that your content:
- Will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy of any person;
- Will not violate any law or regulation; will not be defamatory or trade libellous;
- And will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
- In relation to deletion or hiding of any information or content, using the Website to delete, hide or otherwise dispose of information does not imply permanent deletion of content or information. Information may be retained for a period of time to fulfill record keeping, regulatory, compliance, statistical, law enforcement and other obligations.
10. Termination of Agreement
- Reputation and the brand value of WGSHub in the market is paramount.
- We may unilaterally close, suspend or limit your Vendor Account with one or more warning letters prior.
- We will give warning with consideration of scale of Customer complaint, and frequency of such complaints, criteria as follows:
- WGSHub gets a hard complaint from Customer and the issue has been clearly identified to stem from you, for example not adhering to agreed scope of work, poor quality assurance standard, and poor communication responsiveness.
- You will be given an opportunity to defend by providing evidence and relevant arguments.
11. Agreement Length
This Vendor Agreement is valid until one of the parties terminates this Agreement; while the time period of Customer introduction (article 4) & confidentiality (article 12) will bind for the time period mentioned within the article.
- Both Parties agree to safeguard the confidentiality of each business, including data, tips, procedure, and any form of business cases whether written or unwritten, either during the length of this Vendor Agreement and at least 3 (three) years after this Agreement ends.
- Both Parties provide assurance that all of its employees and / or affiliated parties are required to keep the confidentiality of the data entrusted to them.
All taxes arising from this Vendor User Agreement are fully borne by each party in accordance with those determined by the government including but not limited to:
- Value Added Tax (VAT)
- Income and Corporate Tax
- Advertising Tax
14. Relationship Between WGSHub and Vendor (You)
- Vendor is a free and independent entrepreneur / company, therefore all its actions are its own burden and responsibility, and hence Vendor does not have the capacity of power acting for and on behalf of the WGSHub. In this regard Vendor cannot bind WGSHub to third parties and third parties to WGSHub.
- Vendor hereby guarantee that all Vendor’s IT Solutions marketed in WGSHub’s retail system are legally owned by the Vendor and/or currently own the distribution rights and/or made by Vendor, and release WGSHub from all legal claims and demands filed by a third party stating that the Third Party is the rightful owner of the product.
- All actions and deeds of Vendor are legally their sole responsibility, therefore during the term of this Vendor Agreement, Vendor is obligated to guarantee and release WGSHub from any legal proceedings or claims made by a third party for any consequences arising from the conduct committed either on behalf of the person and or as the Vendor.
- WGSHub herewith guarantees the entire system of WGSHub referred to in the Vendor Agreement is true belonging to WGSHub and releases the Vendor of all legal litigation and claims filed by a third party stating that the Third Party is The legitimate owner of the entire system.
15. Force Majeure
No Party shall be liable to indemnify the other party and hence Both Parties mutually declare not to demand each other in the event of loss resulting from the Force Majeure in the form of natural disasters, wars, blockades, rebellions, sabotages, civil unrest and or Others recognized by the Local Government as a national disaster.
- All disputes, disagreements, arguments and uncertainties arising between Both Parties relating to the interpretation and implementation of the contents of this Agreement and any consequences arising thereof; in principle Both Parties have agreed to settle them deliberately for consensus.
- If the deliberation is not reached within 30 (thirty) days, both Parties hereby agree to bring the settlement of the dispute through the court.
Any notice or communications relating to this Agreement between the parties shall be made with the following details:
If to WGSHub
- Address: #44-01A One Raffles Place Singapore 048616
- Phone: +65 9074 7703
- Email: firstname.lastname@example.org
If to the Vendor
- Address: As registered by Vendor
- Phone: As registered by Vendor
- Email: As registered by Vendor
18. Entire Agreement
Both Parties agree that when in the future there are things that have not been regulated and determined in this vendor cooperation agreement, it will be added into addendum which is an integral part of this Vendor Agreement.
Both Parties recognize that they are without compulsion to enter into this Agreement. Both parties have entered into this Agreement by their authorized representative.