Merchant Agreement

1.1. The purpose of this Agreement is to establish a partnership between the Company and the Merchant, wherein the Merchant agrees to provide diapers and diaper collection points to customers or subscribers monthly through the Company’s platform, Goosbaby.

2.1 In this Agreement, the following expressions shall, unless the context otherwise requires, have the meanings assigned them hereof:

a) “The Company”: Refers to GOOSHUB HOLDING SDN. BHD., Registration No. 202201046204 (1491901K), the party entering into this Agreement.

b) “The Merchant” or “You”: Refers to Merchant, the party entering into this Agreement.

c) “Customer” or “Subscriber”: Refers to an individual subscribing to diapers through the Goosbaby.

d) “Confidential Information”: Refers to any proprietary or non-public information disclosed by one party to the other during the course of this partnership, including but not limited to business plans, financial information, operational processes and customer information.

3.1. The Company operates the Goosbaby platform, which offers customers the chance to subscribe diapers for a fixed subscription period as agreed when purchased.

3.2. Customers select the Merchant as their preferred pickup point for diaper redemption.

3.3. Customers make payments through the Goosbaby platform, with payment options including installment plans or one-time payments.

3.4. The Merchant must fulfill all redemptions for customers who have signed up for a specific package until all diapers included in that package have been redeemed.

4.1. Provide the Merchant with necessary promotional material, customer information for order fulfillment.

4.2. Ensure timely payment to the Merchant for redeemed diaper plans.

4.3. The Company’s customer care team will promptly liaise with unhappy or affected customers to address their concerns and provide resolution.

4.4. Work collaboratively with all stakeholders, including brands and merchant partners, to utilize existing distribution points for the seamless flow of operations. This ensures that goods are sent to the merchant store without requiring new adjustments to the current distribution process.

4.5. Ensure that the Merchant receives comprehensive guidance and training to proficiently execute order fulfillment or redemption processes for customers through our JuruPos (merchant app).

5.1. Display promotional materials for the Company in a prominent location within the store.

5.2. Fulfill diaper redemption orders promptly and maintain an adequate stock of diapers.

5.3. Notify the Company immediately of any issues related to order fulfillment or customer satisfaction.

5.4. The Merchant is obligated to fulfill all redemptions for the entire duration of the customer’s selected package, and termination is not allowed until all diapers included in a customer’s package have been redeemed.

6.1. The Company will pay the Merchant an agreed-upon commission for each redeemed diaper pack.

6.2. Payments of redeemed diaper pack will be made on T+1 (the day after the redemption is recorded). For sales occurring on Friday through Sunday, payments will be made on the following Monday. In the case of public holidays, payments will be made on the next working day.

6.3. Both parties agree that, upon mutual agreement, the payment terms may be subject to changes. Any proposed changes will be discussed and documented in writing, and both parties will have the opportunity to review and consent to the modified terms before implementation.

7.1. The Merchant acknowledges that the registration and system is facilitated through JuruQuest Consulting Sdn Bhd. (Company No. 845414-P). By agreeing to this Agreement, the Merchant also agrees to abide by all JuruQuest terms and conditions.

7.2. Please refer to the T&C: General Terms and Conditions | JuruPay

8.1. This Agreement will continue until terminated by either party with two months written notice.

8.2. Either party may terminate this Agreement for a material breach by the other provided

8.3. The Merchant cannot terminate this Agreement until all diapers included in a customer’s selected package have been fully redeemed.

Both parties must provide at least two months’ notice upon termination.

9.1. Both parties agree to keep confidential any proprietary information disclosed during the course of this partnership.

10.1. This Agreement shall be governed by and construed in accordance with the laws of Malaysia.