PART B | CORE TERMS & CONDITIONS

ASTER EDU PREMIUM ONLINE CLASS

Version 2.0 22.7.2026

1. DEFINITIONS AND INTERPRETATION

1.1  In this Agreement: "Agreement" means these Terms & Conditions, the Policies, the Key Terms Summary and the Acceptance Record; "Brand" means the names, trade marks and get-up "Aster Edu" and "Aster Edu Premium Online Class" and related marks; "Clickwrap Acceptance" means the Licensee's electronic acceptance by ticking the un-pre-ticked checkboxes and clicking the acceptance button on the Platform, as recorded in the Licensor's systems; "Confidential Information" means all non-public information disclosed by or on behalf of the Licensor, including syllabus, content, recordings, scripts, SOPs, pricing and commission structures, business methods, and student, parent and Lead data, whether or not marked confidential; "Enrolled Student" means a Student procured through a Lead validly registered by the Licensee in the Platform, who has completed the Licensor's official registration process, in respect of whom tuition fees (or any instalment) have been received in cleared funds by the Licensor through the official payment channel, and who remains enrolled beyond any applicable refund or cooling-off period; "Gross Sale" means tuition fees actually received in cleared funds by the Licensor from Enrolled Students attributable to the Licensee, net of refunds, cancellations, chargebacks, applicable taxes and payment gateway charges; "Lead" means a prospective Student or Parent whose particulars are captured and registered by the Licensee in the Platform; "Marketing Materials" means advertising and promotional materials approved or supplied by the Licensor; "Personal Data" has the meaning in the Personal Data Protection Act 2010; "Platform" means the Licensor's website, portal, application, CRM and related online systems; "Policies" means the six policies listed in Clause 7.2, as updated under Clause 13; "Programme" means the online tuition programme for primary and secondary education marketed as "Aster Edu Premium Online Class"; "Territory" means Malaysia, on a non-exclusive basis; and "Version" means a numbered version of this Agreement published on the Platform.

1.2  Unless the context requires otherwise: the singular includes the plural; headings are for convenience; "including" means "including without limitation"; references to statutes include amendments and subsidiary legislation; and "written" or "in writing" includes electronic form under the Electronic Commerce Act 2006.

2. CLICKWRAP ACCEPTANCE

2.1  Electronic formation. Pursuant to sections 6, 7 and 8 of the Electronic Commerce Act 2006, this Agreement shall not be denied legal effect, validity or enforceability on the ground that it is in electronic form or was concluded electronically, and any requirement for writing or signature is fulfilled by the electronic records and acceptance method described in this Clause.

2.2  Opportunity to read. The Licensee acknowledges that before acceptance the full text of this Agreement and the Policies was conspicuously displayed or hyperlinked, the Licensee had a reasonable opportunity to read them and to seek independent legal advice, and the Licensee was able to download and retain a copy.

2.3  Authority. Where the Licensee is an entity, the individual completing Clickwrap Acceptance warrants his or her authority to bind the Licensee and shall be personally liable to the Licensor for any misrepresentation of that authority.

2.4  Acceptance Record. The Licensor's record of acceptance (including identity particulars, IP address, device information, time stamp, Version number and checkbox event log) and the Platform's audit logs shall be admissible as evidence of the formation and terms of this Agreement and shall prevail unless the Licensee proves manifest error, consistent with the Electronic Commerce Act 2006 and the Evidence Act 1950.

3. GRANT OF LICENCE

3.1  Grant. Subject to payment of the Onboarding & Training Fee and compliance with this Agreement, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence during the Term, within the Territory, solely to: (a) market and promote the Programme using the Brand and approved Marketing Materials; (b) generate and register Leads in the Platform; (c) assist Students and Parents with enrolment through the Licensor's official registration process; and (d) provide first-level customer support in accordance with the Customer Service SOP (the "Permitted Purpose").

3.2  Reservations. The Licence does not include any right to: (a) deliver, conduct or modify any tuition, class or academic content; (b) sublicense, assign or share the Licence or any system access, or appoint sub-agents or resellers without the Licensor's prior written approval; (c) use the Brand or any intellectual property outside the Permitted Purpose; or (d) collect any payment from Students or Parents. All rights not expressly granted are reserved.

3.3  Ownership. Nothing in this Agreement transfers any ownership of, or goodwill in, the Brand, the Programme, the Platform or any intellectual property, all of which remain vested exclusively in the Licensor. Any goodwill arising from the Licensee's use of the Brand accrues solely to the Licensor.

4. RELATIONSHIP OF THE PARTIES

4.1  Independent party. The Licensee is an independent contracting party. Nothing in this Agreement creates any relationship of employment, agency (save as expressly authorised in writing), partnership, joint venture or franchise.

4.2  No authority to bind. The Licensee shall not: (a) enter into any contract or commitment on the Licensor's behalf; (b) vary any price, fee, refund term, schedule or programme structure; (c) make or imply any warranty, guarantee or representation on the Licensor's behalf, including any guarantee of academic results; or (d) hold itself out as an owner, branch, franchisee or partner of the Licensor, except to describe itself as an "independent licensed marketing partner of Aster Edu Premium Online Class" or another description approved in writing.

4.3  Own costs and taxes. The Licensee bears its own business and marketing costs, statutory contributions and taxes, including income tax on commission received.

5. TERM, RENEWAL AND TERRITORY

5.1  Term. This Agreement commences on the date of Clickwrap Acceptance and continues for twelve (12) months (the "Initial Term"), unless earlier terminated under Clause 12.

5.2  Automatic renewal. The Term renews automatically for successive periods of twelve (12) months unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current period. No further licensing fee is payable on renewal. The Licensor may require the Licensee's fresh Clickwrap Acceptance of the then-current Version as a condition of renewal.

5.3  Territory. The Licence is exercisable within Malaysia on a non-exclusive basis. No territorial, area or customer exclusivity is granted. The Licensor may itself market the Programme and may appoint any number of other licensees or channels, within or outside the Territory, without notice or compensation to the Licensee.

6. FEES AND COMMISSION

6.1  Onboarding & Training Fee. The Licensee shall pay a one-time Onboarding & Training Fee of RM5,000.00 within seven (7) days of Clickwrap Acceptance, covering the Licensor's onboarding, initial training, Platform account setup and starter Marketing Materials. The fee is non-refundable save where required by law. The Licence is conditional on receipt of this fee and completion of onboarding and verification.

6.2  Payment flow. All tuition fees are payable by Students and Parents directly to the Licensor through the Licensor's official payment channel. The Licensee shall not collect, receive, hold or handle any tuition fee, deposit or other monies from any Student or Parent. Students and Parents contract directly with the Licensor on the Licensor's standard student terms.

6.3  Commission. The Licensor shall pay the Licensee a commission of forty percent (40%) of Gross Sale attributable to Enrolled Students procured by the Licensee, calculated monthly in arrears. Commission accrues proportionately on each tuition instalment actually received in cleared funds by the Licensor, upon expiry of any applicable refund or cooling-off period, and is paid between the 7th and 14th day of the following calendar month in accordance with the Commission & Payment Policy.

6.4  Statements and disputes. The Licensor shall provide a monthly commission statement via the Platform. The Licensee must raise any dispute in writing within fourteen (14) days of the statement, failing which the statement is deemed accepted save for manifest error.

6.5  Clawback and set-off. Commission is subject to proportionate reversal, deduction or clawback for refunds, cancellations, chargebacks, and fraudulent or invalid enrolments. Where commission has been over-paid, the Licensor may recover it by deduction from future commission or by written demand payable within fourteen (14) days. The Licensor may set off any amount owed by the Licensee against commission payable. All refund decisions are made solely by the Licensor under its published refund policy, and the Licensee shall not promise or process any refund.

6.6  Taxes and non-payment. Fees are exclusive of applicable sales and service tax, which shall be borne by the Licensee where lawfully chargeable. If the Licensee fails to pay any amount when due, the Licensor may suspend the Licence and Platform access until payment, without prejudice to its termination rights. Outstanding amounts survive termination.

7. LICENSEE OBLIGATIONS AND INCORPORATED POLICIES

7.1  General conduct. The Licensee shall at all times: (a) act honestly, professionally and in good faith with the Licensor, Students, Parents and the public; (b) use only Marketing Materials and content approved or supplied by the Licensor; (c) register all Leads and material communications promptly and accurately in the Platform; (d) not misrepresent the Programme, its pricing, teachers or outcomes, and not promise or imply any academic result; (e) not offer any discount, rebate or payment plan not authorised in writing; (f) not divert any Lead, Student or Parent to any other tuition service; (g) not do anything that damages the reputation or goodwill of the Licensor, the Brand or the Programme; and (h) comply with all applicable laws, including the Contracts Act 1950, Consumer Protection Act 1999, Personal Data Protection Act 2010 and Communications and Multimedia Act 1998.

7.2  Incorporated Policies. The following Policies, published on the Platform and hyperlinked on the acceptance page, are incorporated into and form part of this Agreement, and the Licensee shall comply with them: (a) the Marketing & Advertising Policy; (b) the Customer Service SOP; (c) the Commission & Payment Policy; (d) the Data Handling Rules; (e) the Child Safeguarding Policy; and (f) the Platform Acceptable Use Policy. In the event of conflict, these Terms & Conditions prevail over the Policies.

7.3  Policy updates. The Licensor may update the Policies for operational, legal or brand-protection reasons by publishing the updated Policy and giving at least fourteen (14) days' notice by email or Platform notification, provided that any update materially affecting the Licensee's commission, fees, licence scope or liability shall instead follow Clause 13.2.

8. INTELLECTUAL PROPERTY

8.1  Ownership and limited use. All intellectual property in the Brand, Programme, Platform, syllabus, content, recordings, Marketing Materials, SOPs and databases remains the exclusive property of the Licensor or its licensors. The Licensee's use is limited strictly to the Permitted Purpose during the Term.

8.2  Prohibitions. The Licensee shall not: (a) copy, record, download, reproduce, adapt, modify, distribute, publish, resell or commercially exploit any teaching content, recordings, slides, notes or materials; (b) use any intellectual property after termination; (c) apply to register, or assist any person to register, any trade mark, business name, company name, domain name, page or handle identical or confusingly similar to the Brand; (d) create competing or derivative teaching or marketing materials based on the Licensor's content; or (e) remove any proprietary notice.

8.3  Takedown. The Licensee shall notify the Licensor promptly of any suspected infringement, shall provide reasonable assistance in enforcement, and shall comply with any takedown direction concerning the Licensee's own use or content within twenty-four (24) hours of notice, failing which the Licensor may act directly at the Licensee's cost.

9. CONFIDENTIALITY AND PERSONAL DATA

9.1  Confidentiality. The Licensee shall keep all Confidential Information strictly confidential, use it only for the Permitted Purpose, and not disclose it except: (a) to employees or professional advisers who need to know and are bound by equivalent obligations; or (b) where required by law, with prompt prior notice to the Licensor where lawful. This Clause survives termination for five (5) years, and indefinitely for trade secrets and Personal Data.

9.2  Personal data. In processing Personal Data of Students, Parents or Leads, the Licensee shall comply with the Personal Data Protection Act 2010 and the Data Handling Rules, including: processing only for the Permitted Purpose; presenting the Licensor's privacy notice at collection; storing Personal Data only within the approved Platform; not using, disclosing, selling or transferring Personal Data for any other purpose; and securely deleting or returning all Personal Data on request or on termination.

9.3  Breach notification. The Licensee shall notify the Licensor immediately, and in any event within twenty-four (24) hours, of any actual or suspected breach involving Personal Data, and shall cooperate fully in investigation, mitigation and any notification obligations of the Licensor under the Personal Data Protection Act 2010 (as amended).

9.4  Equitable relief. The Licensee acknowledges that damages may be an inadequate remedy for breach of this Clause 9, Clause 8 or Clause 10, and the Licensor may seek injunctive or other equitable relief in addition to any other remedy.

10. NON-CIRCUMVENTION AND POST-TERMINATION RESTRICTIONS

10.1  During the Term. The Licensee shall not: (a) register, enrol or purport to enrol any Student outside the Licensor's official process; (b) route any payment other than through the official payment channel; (c) divert any Lead, Student or Parent to any other tuition service or provider; or (d) claim commission for any Lead not validly registered by the Licensee. Lead attribution is determined by the earliest valid time-stamped registration in the Platform, in accordance with the Commission & Payment Policy.

10.2  After termination. For twelve (12) months after termination or expiry, the Licensee shall not use any Confidential Information, Platform data, Lead records or the Licensor's student or parent database to: (a) solicit, enrol, teach or provide tuition or similar services to any Student, Parent or Lead recorded in the Platform; (b) divert any of them to any competing tuition service; or (c) solicit or entice away any teacher, tutor, employee, contractor or licensee of the Licensor. For clarity, this Clause restricts the use of the Licensor's confidential information and data; it does not prevent the Licensee from carrying on lawful business without such use.

10.3  Reasonableness. The Parties agree these restrictions are limited to protecting the Licensor's Confidential Information, goodwill, student connections and workforce stability, and are reasonable. If any restriction is held unenforceable, it shall be severed or read down to the maximum extent enforceable without affecting the remainder.

11. WARRANTIES, INDEMNITY AND LIABILITY

11.1  Licensee warranties. The Licensee warrants that: (a) it has full capacity and authority to enter into and perform this Agreement; (b) all particulars provided at acceptance and onboarding are true, accurate and complete; (c) it will comply with all applicable laws and platform policies; and (d) all marketing claims it makes will be accurate, substantiated and approved.

11.2  Licensor warranties. The Licensor warrants only that it has the right to grant the Licence and will provide the Programme, Platform access, training and support with reasonable skill and care. All other warranties and conditions, express or implied, are excluded to the fullest extent permitted by law. The Licensor gives no warranty, and the Licensee shall give none on its behalf, as to student numbers, conversion rates, revenue, profit or academic outcomes. The Platform is provided on an "as available" basis and the Licensor does not warrant uninterrupted or error-free operation.

11.3  INDEMNITY. THE LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS THE LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES AND TEACHERS AGAINST ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE LEGAL COSTS) ARISING FROM: (A) THE LICENSEE'S BREACH OF THIS AGREEMENT; (B) ANY FALSE, MISLEADING OR UNAPPROVED ADVERTISING OR REPRESENTATION BY THE LICENSEE; (C) ANY DATA BREACH OR PDPA NON-COMPLIANCE CAUSED BY THE LICENSEE; (D) ANY UNAUTHORISED PROMISE, DISCOUNT, COMMITMENT OR COLLECTION OF MONIES BY THE LICENSEE; OR (E) ANY CLAIM BY A STUDENT, PARENT OR THIRD PARTY CAUSED BY THE LICENSEE'S ACT, OMISSION OR MISCONDUCT.

11.4  Limitation. Neither Party is liable for indirect, special, incidental or consequential loss, or loss of profit, revenue, business, goodwill or anticipated savings. The Licensor is not liable for Platform downtime, maintenance or acts of third-party platforms, hosts or payment gateways, save to the extent caused by its wilful misconduct. Subject to Clause 11.5, the Licensor's total aggregate liability under this Agreement shall not exceed the total commission paid or payable to the Licensee in the six (6) months preceding the event giving rise to liability, or RM5,000.00, whichever is higher.

11.5  Exceptions. Nothing excludes or limits liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct; (c) death or personal injury caused by negligence; (d) the Licensee's breach of Clauses 8, 9 or 10; (e) the Licensee's payment and indemnity obligations; or (f) any liability which cannot be excluded by law.

12. SUSPENSION AND TERMINATION

12.1  Suspension. The Licensor may suspend the Licence, Platform access and/or commission payments with immediate effect: (a) pending investigation of any suspected breach, fraud or serious complaint; (b) for actual breach, until remedied; or (c) where required by law, a regulator or a platform provider.

12.2  Termination for convenience. Either Party may terminate this Agreement without cause by thirty (30) days' written notice. No Fees are refundable on termination for convenience by the Licensee.

12.3  Termination for breach. Either Party may terminate if the other commits a material breach and, where remediable, fails to remedy it within fourteen (14) days of written notice. The Licensor may terminate immediately by written notice if the Licensee: (a) breaches Clause 6.2 (payment handling), 8, 9 or 10; (b) engages in fraud, dishonesty or conduct damaging the Brand; (c) makes false, misleading or unapproved representations to Students or Parents; (d) misuses Personal Data; (e) becomes insolvent or subject to winding-up or analogous proceedings; or (f) provided false particulars or misrepresented authority at acceptance.

12.4  Effect of termination. On expiry or termination: (a) the Licence ends immediately and the Licensee shall cease all marketing and all use of the Brand, Marketing Materials and intellectual property, and shall not represent any affiliation with the Licensor; (b) the Licensor shall deactivate the Licensee's Platform access; (c) the Licensee shall within seven (7) days remove or delete all advertisements, pages, posts and materials relating to the Programme under its control, and transfer or close any approved accounts as directed; (d) the Licensee shall return and/or permanently delete all Confidential Information and Personal Data and certify deletion on request; and (e) each Party shall settle all sums properly due.

12.5  Final commission. Commission validly earned before termination is paid in the ordinary cycle, subject to Clause 6.5 adjustments and set-off, save that no commission is payable to the extent attributable to the Licensee's fraud, unauthorised collection of monies or misuse of data. The Licensor may thereafter deal with all Students, Parents and Leads directly without compensation to the Licensee.

12.6  Survival. Clauses 1, 2.4, 3.3, 4, 6.5, 6.6, 8, 9, 10, 11, 12.4 to 12.6 and 14 survive termination.

13. VARIATION AND VERSION CONTROL

13.1  Versions. Each published version of this Agreement bears a Version number and effective date. The Licensor retains all previous Versions and all Acceptance Records. The Licensor may update these terms by publishing a new Version and giving at least fourteen (14) days' notice by email and/or Platform notification.

13.2  Material amendments. For amendments materially affecting the Licensee's commission, Fees, licence scope or liabilities, the Licensor shall require the Licensee's fresh Clickwrap Acceptance of the new Version. For other amendments, continued exercise of the Licence after the effective date constitutes acceptance. If the Licensee does not accept a new Version, either Party may terminate under Clause 12.2, and the last accepted Version governs until termination.

14. NOTICES, DISPUTES AND GENERAL

14.1  Notices. Notices may be given by email to the addresses in the Licensee's account particulars and the Licensor's official email address stated on the Platform, or by Platform notification, save that notices of termination or legal proceedings must be given by email or by registered post. A notice is deemed received: by email, twenty-four (24) hours after transmission absent a delivery failure; by Platform notification, when posted to the Licensee's account; and by registered post, three (3) business days after posting. The Licensee shall keep its contact particulars current.

14.2  Dispute resolution. The Parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement by negotiation between authorised representatives within twenty-one (21) days of a written notice of dispute. If unresolved, the Parties shall refer the dispute to mediation, to be commenced within thirty (30) days of either Party's written request. Completion of the negotiation and mediation steps is a condition precedent to commencing court proceedings, save that either Party may at any time seek urgent injunctive or interim relief from the courts, including for breach of Clauses 8, 9 or 10.

14.3  Governing law and jurisdiction. This Agreement is governed by the laws of Malaysia. Subject to Clause 14.2, the courts of Malaysia have exclusive jurisdiction and the Parties submit to the jurisdiction of the courts at Shah Alam, Selangor.

14.4  General. This Agreement (including the Policies, Key Terms Summary and Acceptance Record) is the entire agreement between the Parties and supersedes all prior agreements and representations, provided that nothing excludes liability for fraudulent misrepresentation. If any provision is held invalid, it shall be severed or read down and the remainder continues in force. No failure or delay in exercising any right is a waiver, and a waiver is effective only in writing. The Licensee shall not assign or transfer this Agreement without the Licensor's prior written consent; the Licensor may assign to any successor or group company on notice. Neither Party is liable for delay or failure caused by events beyond its reasonable control, provided the affected Party notifies the other and mitigates; accrued payment obligations are not excused. Save for persons indemnified under Clause 11.3, no third party may enforce this Agreement. This Agreement is prepared in English; if a Bahasa Malaysia translation is published, the English version prevails unless otherwise required by law. This Agreement subsists as an electronic record, and a printout certified by the Licensor is a true copy.