Supplier Agreement

Article 1　Definitions and Onboarding

“Supplier” means an entity that applies to the Platform and is approved to supply model channels.

“Supplier onboarding” is Party A’s approval process for Party B’s application: Party B submits entity qualifications, model information, pricing, authorization evidence and API Keys; Party A completes connectivity, functionality, pricing, latency and stability testing, after which Party B pays the deposit, enters the whitelist and obtains tier permissions. Party A has sole discretion whether to approve an application.

Article 2　Authorization and Indemnity

Party B warrants that its model channels have a lawful source and complete authorization and do not breach upstream vendor terms. Without Party A’s written approval, Party B shall not describe itself as an “official account” or “authorized sub-account” and may act only as a controlled authorized channel.

Party B shall indemnify Party A for all losses caused by defects in source, false authorization or breach of upstream terms, including liabilities Party A has assumed towards third parties, amounts recovered from Party A and reasonable costs.

Article 3　Trial and Operation

Party B shall cooperate with a 7–14 day low-volume trial; Party A records success rate, P95 latency, price consistency and billing deviation. Failure to meet the trial standard, or the presence of fake Keys or mispriced offerings, may result in non-admission or suspension.

Party B shall maintain health probes, quotas and stability, and retain fallback channels for critical models as required by Party A.

Article 4　Deposit and Performance Reserve

The deposit is RM4,000 for individual / small suppliers and RM15,000 for enterprise suppliers. It is refunded without interest within 30 working days after exit without breach, and forfeited or deducted for material breach under this Agreement.

Party A freezes 10%–20% of Party B’s unsettled income as a rolling performance reserve, released once disputes are settled.

Article 5　Settlement and Withdrawal

New suppliers settle on a T+14 basis and mature, stable suppliers on T+7; large or exceptional orders are manually reviewed by Party A.

Party B’s income enters the income balance, is withdrawn after approval and is subject to a standard 2% fee. The withdrawal account must match Party B’s registered account; otherwise Party A may freeze settlement.

Article 6　Breach and Deduction

Where Party B is involved in defective Key sourcing, service interruption, inaccurate billing, insufficient performance, abnormal funds, or compliance and security violations, Party A may apply Level 1 to Level 4 measures: warning, throttling, reserve freeze, cure within a deadline, suspension with fallback switching, deposit deduction and claims.

The deduction order is: rolling performance reserve, unsettled income balance, frozen deposit; any shortfall is recovered under the contract.

Party B shall compensate Party A and third parties for losses so caused, without limitation to amounts paid or payable under this Agreement.

Article 7　Data, Confidentiality and Intellectual Property

Party B shall keep confidential Party A’s trade secrets, customer data and platform information obtained during the cooperation and shall not use them outside the cooperation.

Data and results generated during the cooperation, including routing, price comparison, logs and whitelists, belong to Party A, and Party B claims no intellectual property rights therein.

Article 8　Governing Law and Disputes

This Agreement is governed by Malaysian law. Disputes arising from this Agreement shall be settled through negotiation; failing which, they shall be submitted to the competent court at Party A’s place of registration.

This Agreement takes effect upon signature by both parties and receipt of Party B’s deposit. Termination or rescission does not affect accrued liabilities and settlement.