TERMS AND CONDITIONS OF BECOMING AN ASSOCIATE

This Associate Agreement sets forth the terms and conditions under which NorthLight Consulting & Services Pte Ltd ("NLCS") and you (the "Associate") have agreed that the Associate will participate in the "Associate Programme". This Agreement and any annexure or schedule together replace and supersede any other agreement whether entered into orally or in written form with NLCS.

BY ENTERING YOUR NAME AND SIGNING ON THE ELECTRONIC SIGNATURE BOX PROVIDED AND / OR CLICKING "YES" TO THE BOX WHICH STIPULATES "I AGREE TO THE TERMS AND CONDITIONS" YOU SIGNIFY YOUR AGREEMENT AND SHALL BECOME LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH THEREIN, WHICH MAY BE AMENDED FROM TIME TO TIME.

Associate’s Relationship to NLCS

1. The Associate is not an agent, legal representative, owner, partner, joint-venturer, employee, officer, or servant of NLCS for any purpose whatsoever.

2. The Associate is an independent contractor and is in no way authorized to enter into any contract, agreement, make any warranty or representation on behalf of NLCS, or to create any obligations expressed or implied on behalf of NLCS, in relation to any products and services offered or sold or proposed to be offered and sold by NLCS or in relation to any governmental scheme or benefits programmes ("Sponsored Programme"), unless expressly authorized in writing by NLCS.

Limitation of Liability

3. Under no circumstances shall NLCS be liable for any act, omission, debt or other obligation of the Associate.

4. The Associate shall indemnify and hold NLCS harmless against any such claim however arising and the cost of defending claim arising directly or indirectly in connection with the Associate’s conduct and taking part in the Associate Program.

5. NLCS shall not be liable for indirect, special or consequential damages, or any loss of revenue, profits arising or in connection with this Agreement for any reason whatsoever, even if NLCS has been advised of the possibility of such loss. In any event, notwithstanding the negligence of NLCS, the aggregate liability of NLCS shall not exceed the total fees paid or payable by NLCS to the Associate under this Agreement.

Licensing and Tampering

6. Unless specifically assigned or licensed to the Associate in writing, no part of any intellectual property rights in and to any content, website, applications, systems or software owned by or licensed to NLCS shall be deemed to have been assigned, transferred or licensed to the Associate.

7. The Associate may not alter, merge, modify, or adapt content in any way including reverse engineering, disassembling or decompiling.

Services

8. The Associate shall market and promote the product & services agreed with NLCS to any company within Singapore ("Agreed Products").

Professional Conduct and Ethics

9. The Associate undertakes not to present false, misleading or inaccurate facts or to provide opinions that are not based on accurate and complete facts to potential clients and undertakes further not to make promises or provide guarantees of any kind to clients in breach of the terms under which NLCS has in its training programme and marketing materials specified.

10. The Associate shall comply with the NLCS's marketing policy as provided during the training programme.

11. In marketing NLCS's Agreed Products, the Associate shall use only standard agreements, contracts, forms supplied by NLCS. The Associate shall inform any potential client that any agreement, contact or form may only be entered into by an authorised person of NLCS. The Associate may not enter into any agreement, contract or form for and on behalf of NLCS. Any alterations, deviations, additions to any agreement, contract or form may only be made with the prior written approval and endorsement by NLCS.

Improper Business Practices

12. NLCS reserves the right to terminate an Associate at any time with immediate effect if it is found that Associate is in breach of any term of this Agreement or has conducted himself or herself in an improper way.

13. Failure on the part of NLCS to enforce any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

Order Processing

14. Orders, including the client’s email and address, must be placed through NLCS.

Pricing and Referral Fee

15. NLCS’s price list is set out in Annex A and NLCS reserves the right to adjust its prices, although NLCS will not do so without giving prior notice.

16. No invoice, receipt or pricing information on orders the Associate places shall be communicated to the third party for whom the Associate is offering the services.

17. The Associate shall be entitled to receive a referral fee as described in Annex A if he has satisfied the criteria set forth in paragraphs 1(b), (c) and (d) and paid the training fee as set forth in Annex A.

18. An associate referral fee as set forth in Annex A is further payable if the Associate refers a person to be an associate with NLCS

Policies and Pricing

19. Clients who sign up for the Agreed Products through the introduction of the Associate will be and will be deemed clients of NLCS.

20. All NLCS rules, policies, and operating procedures (for the time being in force) concerning client orders and client service shall be consistently communicated and applied by the Associate when dealing with clients.

Duration and Termination of the Agreement

21. This Agreement will begin on the date of entry into by the Associate and will continue for a period as set forth in paragraph 2 of Annex A, unless terminated earlier in accordance with the provisions hereof.

22. This Agreement may be terminated by the Associate or by NLCS as provided below:

(a) The Associate may terminate this Agreement at any time by notifying NLCS in writing at least 30 days prior to the proposed termination date. NLCS reserves the right to withhold any payment due to the Associate and has the right to off-set from any amount incurred by NLCS for and on behalf of the Associate from any amount payable to the Associate at the termination date.

(b) NLCS may terminate this Agreement at any time upon 30 days’ written notice given to the Associate. No reason is required to be provided for any termination with notice.

(c) NLCS may terminate the Associate without notice if the Associate has (i) failed to make timely payment of any monies owing to NLCS;(ii) has violated a provision of the Agreement, and if remediable, has not been remedied within a time period given by NLCS; (iii) has conducted himself or herself in a way that has adversely affected the reputation or the products and services of NLCS.

23. Upon termination of this Agreement, the Associate shall immediately stop making any representation whatsoever that he/she is in any way associated or affiliated to NLCS. The Associate shall immediately destroy all his/her remaining unused name cards, marketing materials and ID pass bearing NLCS’s name or logo. All used and unused pre-printed contracts, agreements, forms and reference materials belonging to NLCS must be immediately returned.

Non-Exclusivity

24. NLCS reserves the right to market and promote any products and services (including the Agreed Products) to any company within and outside of Singapore. In the event NLCS and the Associate are marketing to the same client, NLCS shall take precedence over the Associate, notwithstanding that NLCS may agree a co-brokering fee with the Associate.

Covenants

25. The Associate agrees during the term of the Agreement and for a period of one year after expiration or termination of this Agreement, regardless of the cause of termination, the Associate may not directly or indirectly entice or encourage any client to cease business relationships with NCLS. For the period of one year after the expiration or termination of this Agreement, the Associate may not contact any client of NCLS who had business dealings with NCLS immediately prior to the expiration or termination of this Agreement.

26. The Associate will maintain the confidentiality of all information obtained arising out of or in connection with this Agreement or in the course of providing the services under this Agreement, including without limitation information of all products and services, pricing, marketing materials, manuals, practices, rules, policies, and operating procedures of NLCS. Upon request by NCLS, the Associate must deliver any documents, whether in physical or electronic form containing all information belonging to NLCS to NLCS.

Recovery of Fees

27. Fees paid to an Associate may be clawed back by NLCS if a client seeks a full or partial refund of any of the products and services sold by such Associate on the basis that the client is not a qualified customer. NLCS reserves the right to off-set such fees to be returned from any amount payable to the Associate.

For the purpose of this clause 25, a "qualified customer" shall mean clients who satisfy the requirements of any Sponsored Programme, as the criteria of the same may be amended from time to time, and have successfully received the benefits of the relevant Sponsored Programme.

Personal Data

28. The Associate hereby agrees that NLCS may collect, store, process, disclose, access, review and/or use personal data (including sensitive personal data) provided by the Associate pursuant to or in connection with this Agreement, whether obtained from the Associate for the purposes set out in this Agreement and/or for any other evaluative purposes in relation to assessing the suitability of engaging the Associate pursuant to this Agreement.

29. The Associate is entitled to have access to the personal information relating to him/her by making a written application to the Designated Person (as defined below) and specifying the type of information the Associate wants to have knowledge of. NLCS reserves the right to charge a fee (representing its costs in administering the Associate’s request) for supplying such data.

30. NLCS has designated the person whose details are set out below as the person (“Designated Person”) who will be responsible for ensuring NLCS’s compliance with applicable personal data protection laws. If the Associate has any queries or requests or wishes to make any applications concerning his/her personal information or data, please contact the Designated Person :

Elizabeth Tan, Admin & Finance Director

Governing Law

31. The laws of Singapore govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Singapore, and the Associate irrevocably consent to the jurisdiction of such courts.

32. The Associate may not assign this Agreement, by operation of law or otherwise, without our prior written consent.

ANNEX A

A. Product Price List, Business Value (BV) and Point Value (PV)

Business Value (BV) Point Value (PV)

Mobile Apps $ 5,000 $ 5,000

Website $ 3,000 $ 3,000

E-Commerce Website $ 5,000 $ 5,000

CRM $ 3,000 $ 3,000

HR s/w $ 3,000 $3,000

Sales Mgt s/w $ 3,000 $ 3,000

POS Octopus Retail Mgt

(No p/c, Desktop version) $ 5,500 $ 3,100

POS Octopus Retail Mgt

(No ipad, ipad version) $ 5,200 $ 3,000

This price list is valid as of 15 April 2015, and may be updated from time to time.

B. Referral Fees Terms and Conditions

Associates can receive referral fees for qualified referrals to the company, in 2 ways:

1. Qualified Client Referrals

 The company seeks to provide business solutions to Small and Medium Enterprises (SME) in Singapore (“potential clients”)

 Associates will receive 10% of the Point Value (PV) of each successful business deal arising from their qualified referrals e.g. a deal of $20,000 PV will entitle the associate to a 10% referral fee of $2,000

• To qualify for the 10% referral fee, associates must:

(a) Ensure that the potential clients meet the following criteria:

(i) Are Singapore-registered or incorporated companies for 1 year

(ii) Employ a minimum of 6 mature workers (citizen or SPRs aged 40 years & above), with a minimum monthly salary of $500 each

(b) Ensure that each deal is at least $20,000 in PV

(c) Personally facilitate introductory meetings for the company

(i) The associate should have a “warm” or “hot” relationship with the potential clients, and have personally met with the potential clients at least 2-3 times in the past 2 years; and

(ii) Provide the necessary background on the potential clients’ needs, arrange for and be personally present to facilitate the initial meeting(s) between the Northlight sales managers/ accounts servicing managers and the potential clients.

(d) Attend a 2-hour associates training program

• A $28 fee is applicable upon successful enrolment in the Associate Program. In return for these fees, the associates can attend any of the scheduled associate training sessions, and have access to all relevant sales and marketing materials. NLCS agrees to waive the $28 fee for all associates registered before 1 April 2015.

• The terms above are valid for 12 months between 1 April 2015 to 31 March 2016.

2. Associate Referrals

• Associates who refer other associates to the Associate Program are entitled to 1.5% of the successful deals arising from the latter’s direct referrals, e.g. If Associate A refers Associate B to the program, Associate A is entitled to 1.5% of the PV value of all successful deals referred by Associate B

• Associates are responsible for ensuring that the referral relationship is clearly indicated upon registration. The company shall not be liable for loss in fees arising from wrong or incomplete indication of the associate referral relationship.

• This is valid for 12 months for referrals between 1 April 2015 to 31 March 2016.

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