1. PREAMBLE
1.1 The Terms and Conditions (“Conduct Code”) herein constitute an integral portion of the legal agreement (“Contract”) between Yes Global Marketing Sdn Bhd (“Company”) and the Independent Business Consultant (“IBC”).
1.2 Herein, the Company and the IBC shall each be addressed as a “Party” and collectively as the “Parties”.
1.3 As a component of the Contract, IBCs are legally bound to adhere to the terms outlined in this Conduct Code.
1.4 The term “clauses” refers to the stipulations within this Conduct Code, whereas “Schedules” pertain to the supporting documents attached herein which are integral to this Conduct Code.
2. TERMINOLOGY
2.1 The term “Company” refers to Yes Global Marketing Sdn Bhd or its equivalents in the respective Territory. The “Company’s Trade Marks” encompass the label “BE”, alongside all design symbols, trade marks, trading names, house marks, ownership marks, unregistered marks, service names, package designs, colour arrangements, labelling styles, emblems, registered and unregistered designs, retail formats, slogans, signage, communication materials, and other unique features as stipulated by the Company, that pertain to or characterise the Company, its goods, services, and activities.
2.2 The “IBC Contract” implies the IBC Application Form along with the compiled documents that constitute the contractual terms between the IBC and the Company. The term “Independent Business” represents the Company’s autonomous venture operated by an IBC(s) in accordance with the IBC Contract. “Independent Business Consultants” denote individuals who meet the eligibility criteria under clause 3.
2.3 The term “Intellectual Property Rights” includes the Company’s Trade Marks and all patents, copyrights, and database rights, rights in know-how, moral rights, and other similar rights in any country connected with the Products or any of them or any literature, manuals, materials, or information supplied in connection with the IBC Contract, whether registered or unregistered, including all applications for registration and all rights to apply for registration.
2.4 The term “Laws” encompasses all relevant national, municipal, or state legislations, ordinances, regulations, by-laws, codes, or directives, or any licenses, consents, permits, authorizations, or other approvals required by any public body, local or national agency, department, inspector, ministry, official, or statutory person.
2.5 “Personal Data” refers to any information identifying or capable of identifying an individual.
The term “Related Party”, in relation to a Party, refers to:
(a) any of its Affiliates;
(b) any individual under that Party’s or its Affiliates’ employment;
(c) any director or other officer of that Party or its Affiliates; and
(d) any individual acting on behalf of that Party or its Affiliates, executing work and/or services in connection with the IBC Contract.
2.6 The term “Territory” refers to Malaysia, Singapore, Brunei, or Hong Kong, as relevant.
3. PREREQUISITES FOR IBC STATUS
3.1 To qualify for IBC status, an aspirant must fulfill the following conditions:
(a) Attain at least 18 years of age;
(b) Be a citizen or permanent resident of the Territory wherein the IBC is registered;
(c) Be endorsed by a pre-existing IBC;
3.2 The application for IBC can be initiated through one of the following channels:
(a) The aspirant may fill and submit an electronic version of the IBC Application Form as per the procedures listed on the Company’s website; or
(b) The aspirant may fill, sign, and send a physical copy of the IBC Application Form to the Company.
3.3 In the case of a marital couple intending to acquire IBC status, they must jointly apply as a single independent business entity. Should one spouse already be an IBC, the other spouse, upon electing to become an IBC, must align with their spouse’s independent business. In scenarios where a husband has more than one legal wife, only one wife can join in the husband-wife partnership, in accordance with relevant local legislation. Subsequent wives desiring IBC status must be sponsored under this husband/wife partnership.
3.4 An application is deemed accepted by the Company upon receipt of a completed IBC Form, following verification of its contents by the Company, and provided it does not infringe any provision of these Codes.
3.5 The Company retains the right to either approve or reject any IBC application.
4. CONTRACT DURATION AND EXTENSION
4.1 The IBC Contract shall remain valid for one (1) year commencing from the last purchase date from the Company.
4.2 IBCs who maintain a minimum of 1 SV in any month during the membership period will sustain their business ownership; conversely, the business ownership will automatically expire on the last day of the twelfth month from the month of 0 SV consecutively.
4.3 The Company reserves the right to decline any renewal request or rescind any IBC’s renewal agreement if the IBC is found to be non-compliant with any stipulations of the IBC Contract.
5. DISSOLUTION OF MARRIAGE, SEPARATION, OR OTHER TERMINATION OF A NON-MATRIMONIAL PARTNERSHIP OR LEGAL ENTITY
5.1 IBCs embroiled in proceedings for divorce, separation of marital assets, or dissolution of a non-matrimonial partnership or legal entity must adhere to the Conduct Code.
5.2 Amidst the process of divorce, separation of marital property, or dissolution of a non-matrimonial partnership or legal entity, the IBCs must implement one of the following modes of operation:
(a) IBCs continue to jointly operate the Independent Business, maintaining normal operations;
(b) one or more IBCs relinquishes his or her rights and interests in the Independent Business;
(c) IBCs may consent to a third party operating the Independent Business, subject to explicit approval from the Company in writing; or
(d) if the IBCs cannot concur on a third party, the Company has the right to appoint a third party to act as a receiver during the process of divorce or dissolution if the Company ascertains the need to avoid adverse implications on the business.
5.3 Following the Decree Absolute or final dissolution of a non-matrimonial partnership or legal entity, IBCs may:
(a) consent to persistently operate their Independent Business as a partnership or other legal entity; or
(b) agree for one IBC to surrender all rights in the original Independent Business to the remaining IBC(s), after which the exiting IBC is free to immediately register under any sponsor.
6. DEMISE AND INHERITANCE
6.1 On the event of an IBC’s death, the Independent Business of the deceased may be transferred to the deceased IBC’s beneficiary, in line with the pertinent laws of Malaysia (or the concerned country).
6.2 For jointly owned Independent Businesses, such as between spouses, upon the death of one spouse, all rights, titles, interests, and benefits under the joint Independent Business shall be conferred upon the surviving spouse, barring a contradictory stipulation in a Will.
6.3 If an IBC assigns an Independent Business in a Will, the Company will honor the conditions of the transfer, assuming that the beneficiary is an IBC in compliance with the Codes.
7. VOLUNTARY TERMINATION
7.1 An IBC retains the right to voluntarily terminate their status as an IBC, providing written notice to the Company.
7.2 In a marital Independent Business, if one spouse resigns from their Independent Business for any reason pursuant to the Conduct Code herein, the Company is entitled to either:
(a) terminate the Independent Business of the remaining spouse without providing a justification; or
(b) permit the remaining spouse to continue operating the Independent Business, in which case both the remaining and the resigning spouse shall be governed by these Codes and any other terms and conditions that the Company may deem appropriate to impose.
8. DISBURSEMENT OF BONUSES
8.1 Bonuses under the Company’s Marketing Plan are calculated instantly, daily, monthly, based on the sales of the Company’s products.
8.2 Bonuses are dispensed and credited into the IBC’s e-Wallet or IBC’s authorized Bank Account twice a month.
8.3 The Company reserves the right to modify all bonuses paid or to be paid at its sole discretion.
8.4 Any withdrawal from the IBC’s E-Wallet is subject to an administrative fee as determined by the Company.
9. RESPONSIBILITIES OF THE IBC
9.1 Duty of Good Faith and Fair Dealing: Pursuant to the IBC Agreement, Yes Global Marketing Sdn Bhd and all IBCs commit to discharge their obligations consistent with the principle of good faith and fair dealing. An IBC will be held liable for the actions of a partner, family member, or third party purporting to act on behalf of the IBC or Independent Business in relation to the Codes. An IBC is prohibited from facilitating another IBC in violating the Codes. IBCs shall refrain from engaging in any activity that could potentially tarnish the reputation of the Company or other IBCs.
9.2 Advertisement: IBCs are permitted to advertise only with explicit written approval from the Company.
9.3 Repackaging: Products provided by the Company must be sold in their original packaging and formulations. IBCs are forbidden from repackaging products or altering the packaging, labels, or materials of products provided by the Company.
9.4 Complaints: IBCs must inform the Company of any customer complaints, providing copies of all correspondence and details of all conversations regarding the complaint. IBCs are not authorized to extend any offer or compromise, or implicate the Company in any complaint or product return.
9.5 Information Update: All IBCs bear responsibility for communicating any updates or changes to their personal information (e.g., name, address, email address, and telephone numbers) or business information (e.g., business name, address, email address, telephone numbers, addition/deletion of partner, change of business status) to the Company.
9.6 DSA Regulations: All IBCs are required to strictly comply with the local Direct Selling Association’s codes of conduct. Upon registration as an IBC, all IBCs are deemed to have read, understood, and agreed to adhere to these codes of conduct.
9.7 Members are strongly advised not to engage in any transactions or communications with individuals purporting to represent the company on unauthorized platforms. Please be aware that the domains [xxx.kz] and [xxx.kg] are not affiliated with Yes Global. Furthermore, any member found to be operating or associated with unauthorized websites will face immediate termination of membership in accordance with Section 18 of our Code of Conduct.
10. FORBIDDEN PRACTICES
10.1 Retail Establishment: No IBC shall permit products, services, or literature provided by the Company to be sold or displayed in any retail establishments, including but not limited to, places such as schools, fairs and events, kiosks, vending machines, salons, professional offices, and any online or e-commerce platform.
10.2 Exporting and Importing: IBCs are prohibited from exporting or importing products or services provided by the Company, or selling to others whom they have reason to believe will import or export such products or services, to or from any other country, regardless of whether the Company or its affiliates operate or do business in that country.
10.3 Enticement to Change Position in the Line of Sponsorship: An IBC shall not, under any circumstances, directly or indirectly, solicit, assist, attempt to induce, or encourage, another IBC to request a change in position in the Line of Sponsorship.
10.4 Fundraising: IBCs are prohibited from using the Company’s products or services in conjunction with any type of fundraising activity. Fundraising includes the solicitation for donations or for the purchase of the Company’s products or services on the basis that all, or a portion of, the gains, proceeds, donations, bonuses, or profits generated by such sale will benefit a particular group, organization, or cause.
10.5 No Agency Relationship: No IBC shall negotiate, enter into contracts, and/or make agreements on behalf of Yes Global Marketing Sdn Bhd.
10.6 Non-Solicitation: No IBC shall recruit or attempt to recruit another IBC, employee, supplier, manufacturer, consultant, or vendor into any other trade, business, or profession that directly or indirectly competes with or conflicts with the Company’s interests, or to alter or terminate their employment or business relationship with the Company.
10.7 Media Release or Publication: Any involvement in the media release or publication of Yes Global Marketing Sdn Bhd’s corporate-related information (including personal interviews granted) to newspapers, magazines, or others, or through any form of mass communication is not permitted without prior written approval from the Company.
10.8 Plan Manipulation: IBCs are strictly prohibited from manipulating the Plan, Point Value (PV), or Sponsor Value (SV) in any way which results in the payment of bonuses or other awards and recognition that have not been earned in accordance with the terms of the IBC Agreement.
11. SPONSOR OBLIGATIONS
11.1 An IBC serving as a sponsor must be in full compliance with the Codes.
11.2 Sponsors must ensure that all IBCs they sponsor have access to and the opportunity to read the IBC Agreement.
12. UNAUTHORIZED SPONSORING PRACTICES
12.1 An IBC may not assert or imply that there is no requirement for the retail sale or marketing of products by IBCs.
12.2 Individual or Group Transfer: IBCs are strictly prohibited from changing and/or transferring sponsors, whether it involves an individual transfer or group transfer. An individual transfer involves the transfer of an IBC without any downline IBCs. A group transfer involves the transfer of an IBC with one or more downline IBCs.
12.3 Cross-Sponsoring: IBCs are prohibited from engaging in cross-sponsoring practices. Cross-sponsoring occurs when:
(a) An existing IBC from another group not within his/her direct line of sponsorship is registered
(b) A duplicate IBC is registered while his/her independent business is valid
(c) A spouse is registered when the other spouse is already an IBC
(d) Any other individuals aside from the IBC himself/herself are permitted to conduct the independent business.
13. NON-COMPETITION AND NON-SOLICITATION
13.1 An IBC shall not, during the term of his/her IBC Agreement with the Company, engage in any business activity that directly or indirectly competes with the Company, nor be involved in any way with any company that competes with the Company.
14. INTELLECTUAL PROPERTY
14.1 The IBC acknowledges that the Company’s Trademarks and Copyrighted Works are the property of Yes Global Marketing Sdn Bhd, and the IBC will not claim any rights in the Company’s Trademarks and Copyrighted Works. The IBC further acknowledges that all goodwill arising out of the IBC’s use and display of the Company’s Trademarks shall accrue to the Company.
14.2 The IBC acknowledges that the Company may at any time, introduce additional or substitute the Company’s Trademarks or may withdraw any of them from use, and the IBC shall implement such changes.
14.3 Regardless of the fact that these Codes do not grant the IBC any rights concerning the Company’s Trademarks except as expressly stated, the IBC will:”
14.4 An IBC shall refrain from employing, registering, or facilitating the registration of a Company’s Trademark, or any term or mark which, in the reasonable assessment of Yes Global Marketing Sdn Bhd, closely resembles a Company’s Trademark, as a component of any corporate name, business title, or trading style, or as a trademark pertaining to any goods or services, or as a domain name.
14.5 An IBC shall not conduct all or any part of their business under a corporate or business name or house mark, which in the opinion of the Company might damage the validity, reputation, or distinctiveness of any of the Company’s Trademarks.
14.6 Except with the prior written consent of Yes Global Marketing Sdn Bhd, no other marks or symbols of a trademark character (other than the trade name or corporate name of the IBC) shall appear on or in relation to the Independent Business.
14.7 The IBC is strictly prohibited from:
(a) negotiating or entering into any sponsorship or similar arrangement involving the use or display of the Company’s Trademarks; or
(b) commissioning, releasing or using any advertising or promotional materials in any media involving use or display of the Company’s Trademarks, other than those materials and templates provided or made available by Yes Global Marketing Sdn Bhd.
15. LEGISLATIVE CHANGES
15.1 If at any time during the IBC Agreement period, there have been any decisions made by the Government or its related authorities which changes the operation of this Rule in any manner whatsoever (notwithstanding any provisions to the contrary in this Rule), Yes Global Marketing Sdn Bhd shall retain the right to adjust, review, amend in any manner whatsoever any provisions in these Codes.
15.2 References to a specific statute incorporate any statutory extension, modification, amendment, or re-enactment of such statute and any regulations or orders enacted under such statute.
16. COMPLIANCE
16.1 The IBC, in the execution of the IBC Agreement and the resultant business, shall comply, and ensure compliance by its Related Parties, with the Laws.
16.2 The IBC hereby attests and guarantees to Yes Global Marketing Sdn Bhd that its payments to the Company will not comprise the proceeds of crime in violation of anti-money laundering laws.
16.3 The IBC shall indemnify, defend, and absolve Yes Global Marketing Sdn Bhd and its Related Parties from any and all losses, damages, claims, expenses, fines, and penalties emanating from the falseness of the IBC’s attestations in this Clause 17 or resulting from the IBC’s infringement of any of its warranties or commitments in this Clause 17.
17. VIOLATION OF IBC AGREEMENT
17.1 In the occurrence of a breach of the Codes or the IBC Agreement by an Independent Business Consultant (IBC), Yes Global Marketing Sdn Bhd reserves the right to implement one or more of the following actions:
(a) Terminate the IBC Agreement in accordance with clause 18 stipulated below;
(b) Mandate the IBC to partake in necessary training;
(c) Revoke the IBC’s standing as a Sponsor of any downline IBC, henceforth referred to as “de-sponsoring”, and/or limit the IBC’s authority to sponsor others;
(d) Suspend partial or complete privileges of the IBC under the Independent Business;
(e) Put on hold invitations to seminars, trips, and events sponsored by the company;
(f) Demand written acknowledgment of the breach(es) and a commitment to avoid future breaches of the IBC Agreement;
(g) Withhold or forfeit the payout of bonuses;
(h) Retain or confiscate any product redemption vouchers due to the IBC.
18. TERMINATION
18.1 An IBC has the right to terminate their IBC Agreement at any given time through written notice of termination submitted to Yes Global Marketing Sdn Bhd. Concurrently, Yes Global Marketing Sdn Bhd may terminate the IBC Agreement at any time by providing the IBC with a written termination notice.
18.2 Upon termination under any circumstances, the IBC must:
(a) promptly return all Line of Sponsorship information to Yes Global Marketing Sdn Bhd following resignation, non-renewal, or termination of their Independent Business and desist from further usage thereof;
(b) immediately cease self-identification as an IBC.
18.3 References to “termination” of the IBC Agreement include its expiry, where the context permits.
19. RELATIONSHIP
19.1 Nothing within the IBC Agreement should be interpreted as establishing a partnership, agency, franchise, or an employer/employee relationship between the IBC and Yes Global Marketing Sdn Bhd.
19.2 For the sake of clarity, it is hereby explicitly agreed that staff members of the IBC are not employees of Yes Global Marketing Sdn Bhd. Therefore, the IBC will be solely accountable for compliance with tax regulations, social security contributions, and labor Codes and regulations related to its staff.
19.3 The IBC bears full responsibility for the actions and omissions of his/her employees, agents, and contractors.
20. AUDIT RIGHTS AND RECORD KEEPING
20.1 The IBC must establish and maintain sufficient internal controls and procedures to ensure compliance with the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, and the Direct Sales and Anti-Pyramid Scheme Act 1993. This includes, but is not limited to, procedures to guarantee that all transactions are accurately recorded and reported in their books and records to accurately reflect the activities to which they pertain, such as the purpose of each transaction and the entities involved.
20.2 The IBC is required to retain all records and information related to the IBC Agreement, either physically, electronically, or on microfilm, for a period of five (5) years following the end date of the IBC Agreement. This includes, at minimum, all invoices for payment submitted by the IBC to Yes Global Marketing Sdn Bhd along with complete supporting documentation, and all records and information related to the execution or performance of the IBC Agreement.
20.3 Yes Global Marketing Sdn Bhd retains the right to audit all information, rates, costs, and expenses related to the IBC Agreement at any time during and within five (5) years post-termination of the IBC Agreement. Yes Global Marketing Sdn Bhd or any individual authorized by the company may access at any reasonable time any location where the records are kept. The IBC is required to provide all reasonable facilities for this right of access. Yes Global Marketing Sdn Bhd retains the right to duplicate and keep copies of any of the aforementioned records or information. The IBC must implement all mutually agreed recommendations arising from the audits within a timeframe agreed upon with Yes Global Marketing Sdn Bhd.
