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The Distributor shall market, promote and distribute the Products to potential customers for the duration of the Agreement in accordance and in compliance with the terms and conditions of this Agreement.

The Distributor shall itself and shall also ensure – through enforceable means – that all of its agents, representatives or employees working under it to market and sell the Products shall

  • at the Supplier’s request obtain and maintain all licenses, approvals and consents required for the marketing and distribution of the Products;
  • conduct all sales activities whether directly or indirectly and/or recruit sales personnel in a manner which is in compliance with all applicable laws;
  • at all times conduct itself or themselves honestly and with integrity and refrain from promoting the Products in ways which are inaccurate, misleading, unfair or dishonest;
  • conduct all sales of the Products using the referral code provided to them by the Supplier, in accordance with the LYPL General Terms & Conditions;
  • attend all trainings conducted by the Supplier (or such other person(s) that Supplier may appoint from time to time) with respect to each Product that is available on a subscription basis, whether monthly, annually or otherwise. In the event that the Distributor and/or its agents, representatives or employees working under it do not attend the training in respect of a Product, he shall not be allowed to sell, promote or introduce such Product ;
  • promptly investigate and report to the Supplier any complaints, problems or claims relating to the Products;
  • engage or employ sufficiently competent and qualified personnel to carry out its obligations under this Agreement;
  • regularly brief the Supplier and obtain its views on the Distributor’s marketing and sales operations and activities.

The Distributor shall not:

use the name or credit of the Supplier, enter into any compromise with customers or otherwise incur any
obligation on the Supplier’s behalf except with the Supplier’s prior written consent;

  • make any written representations concerning the qualities or charateristics of the Products unless such qualities or
    characteristics are supported by written materials or information issued by the Supplier; and
  • make any improper or unlawful payment on the Supplier’s or on its own behalf, or allow any such to be made, either in Singapore or elsewhere;
  • recruit and/or structure its sales force in a way that will infringe applicable laws;
  • create a false sale by referring fictitious customers to the Supplier or referring customers who are acting on the
  • instructions of the Distributor and which purchase for the Products is financed by the Distributor;
  • use any materials to market the Products or to train its sales personnel other than materials prepared or approved in writing, by the Supplier.


The Distributor shall perform its obligations with respect to the marketing and sale of the Products and otherwise
under this Agreement with all reasonable professional skill and care in accordance with good industry practice.


The Distributor represents that it has obtained all licenses, approvals and consents required for carrying out its obligations under this Agreement; and that it will comply with all applicable laws and regulations. The Distributor shall indemnify the Supplier against all costs, expenses, fines, damages and/or losses incurred as a result of the
Supplier’s breach of this clause.


The Distributor shall:

  • provide such information and assistance as the Supplier may reasonably require to perform its obligations under this Agreement; and
  • provide the Supplier with such information and assistance as the Supplier may reasonably require for the purpose of enforcing the terms of any of the Supplier’s Contract of Sale with a Referred Customer.

The Distributor shall ensure that all of the Distributor’s sales agents or sales employees enter into a license agreement with the Supplier to market, promote and sell the Products using the Product IP.

The Supplier reserves the right to terminate the license to any of the Distributor’s sales agents or employees at any time in its sole discretion.

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