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Distributor margin agreement

Margin Agreement for Distributors to Enter Tonys Platform


Article 1. Contracting subject


1.1. This agreement is signed by TOONIES INT'L SHARES LIMITED. (hereinafter collectively referred to as the "Toonies Platform") and Tonys distribution users (hereinafter referred to as "distributors" or "you").



Article 2. Purpose of the contract


2.1. Distributors shall pay and deposit in accordance with the following terms, and irrevocably authorize Tonys platform to have the right to stop payment, use, and disposal of deposits in accordance with the following terms, management regulations and other publicity rules of Tonys platform.



Article 3. Entry into force and scope of the agreement


3.1. The distributor clicks to confirm through the web page or chooses to accept this agreement through other channels, which means that the distributor and Tonys platform have reached an agreement and agree to accept all the agreed content of this agreement. After this agreement has been successfully terminated since the settlement deposit paid by the distributor, this agreement will have legal effect between the distributor and the Tonys platform.


3.2. The content of this agreement includes the main body of the agreement, annexes, and all types of rules and operating procedures that have been published or may be published in the future on the Tonis platform. Tonys platform has the right to adjust the content of this agreement and related rules from time to time by way of modification, update, etc. The relevant content will be published on the website or notified you by other methods (including but not limited to station letter, SMS, email, fax, etc.) . Unless you expressly and inform the Tonys platform that you are unwilling to accept the adjusted content, the adjusted content will become effective on the date of announcement or a date otherwise specified in the notice.



Article 4. Deposit and Stop Payment of Margin


4.1. You agree to pay the deposit in accordance with other entry rules issued by the Tonys platform:


4.1. 1. When applying for the Tonys platform, mainland cross-border distributors should pay RMB 10,000, and local distributors in Taiwan should pay a deposit of RMB 1,000.


4.1, 2. Tonys platform has the right to notify distributors to adjust the margin amount in writing (including but not limited to station letter, SMS, email, fax, etc.) based on service business changes and actual compensation status. Distributors should keep the margin balance not less than the amount agreed in this clause. If a compensation event causes the distributor to pay the margin, the Tonys platform has the right to instruct the company to continue to stop paying the balance in the distributor’s account to make up the margin If the balance of the distributor’s account is insufficient, it should be made up within seven (7) days from the date of the compensation event; if the distributor needs to pay the security deposit due to violations of deductions, increased refund rates, etc. Make up the margin by oneself within seven (7) days from the date of the foregoing incident. During the period of insufficient margin, Tonys platform has the right to suspend or terminate all services published by distributors.


4.2. The distributor irrevocably authorizes the company to stop the payment of the deposit in accordance with the agreement of this agreement to the distributor's account in accordance with the instructions of the Tonys platform.



Article 5 Management and Use of Margin


5.1. In addition to the stop payment of the deposit, the Tonys platform has the right to issue instructions to the company regarding the management and use of the deposit in accordance with the following provisions, and use it in accordance with the following agreed purposes and procedures:


5.1. 1. If a distributor violates national laws, regulations, policies, Tonys platform service agreement and Tonys platform management regulations, any company’s regulations or violates the distributor’s commitment, or when the account is in arrears, Tonys platform has the right to Its independent judgment, without any responsibility, directly uses the deposit to pay users in advance.


5.1, 2. If the Tonys platform uses the margin to deduct any arrears, it will notify the distributor in writing (including but not limited to the station letter, text message, email, fax, etc.). In the written notice issued to the distributor, the reason for the deduction and the amount of deduction will be explained.


5.1, 3. If the distributor’s margin is insufficient to deduct the payment, the distributor shall pay the additional deduction amount by itself, and the distributor expressly agrees that if the margin is insufficient to deduct the payment, and the distributor does not pay the additional arrears to Tonys by itself , Tonys platform has the right to unilaterally suspend or terminate the provision of all or part of the service to distributors, and continue to require distributors to bear the liability for compensation.


5.1, 4. Under these circumstances, Tonys platform has the right to recover compensation from distributors, including but not limited to the following two methods: (1) Require distributors to make payment within fourteen (14) days after Tonys platform pays The Tonys platform repays the same amount of funds as the deductions to compensate for the losses suffered by the Tonys platform, and the security deposit is made up within the specified time. (2) Require the company to directly pay the money under the distributor’s account to the Tonys platform to compensate the loss suffered by the Tonys platform; if the loss of the Tonys platform cannot be compensated by the above two methods, the Tonys platform has the right Unilaterally suspend or terminate the provision of all or part of the services to distributors, and continue to require distributors to bear compensation liabilities.


5.1, 5. If the distributor violates the Tonys platform service agreement and Tonys platform management specifications and/or other agreements signed between the distributor and the Tonys platform, causing any loss to the Tonys platform or its affiliates (including but not limited to litigation For compensation, litigation costs, attorney fees, etc.), Tonys platform has the right to deduct the amount equivalent to the loss of Tonys platform or its affiliates directly from the security deposit based on its independent judgment and without responsibility to compensate Tonys platform Or the losses suffered by its affiliates. Before the loss amount is unclear, the Tonys platform has the right to continue to stop the payment of the deposit indefinitely until the loss amount is clear. If the margin is insufficient to compensate the loss of Tonys platform or its affiliates, Tonys platform has the right to require the company to directly pay the money under the distributor’s account to Tonys platform to compensate for the losses suffered by Tonys platform; still not enough To compensate for the loss, Tonys platform has the right to request the company to close all or part of the functions of the distributor’s account indefinitely until the distributor bears the liability for compensation.


5.1, 6. The distributor’s liability for compensation to users, any third-party vendors, and Tonys platform is not limited to the amount of the deposit paid by the distributor. Tonys platform does not assume any compensation or compensation obligations to users or any third-party vendors, but has the right to use the distributor’s deposit to protect the interests of users or other rights holders in accordance with the provisions of this agreement.



Article 6. Releasing and Stop Payment of Margin


6.1. Unless otherwise stipulated in this agreement, distributors independently apply to withdraw from the Tonys platform:


6.1, 1. If no transaction has occurred, within 1 month after the distributor applies for withdrawal and is approved by the Tonys platform, the Tonys platform will instruct the company to release the stop payment; the distributor shall bear a 6‰ handling fee. That is 60 yuan. If the cooperation period between the two parties reaches more than one month, all will be refunded.


6.1, 2. If distributors rely on Tonys platform's judgments that there is a serious violation of regulations, Tonys platform has the right to decide to extend the time limit for lifting the stop payment.



Article 7. Entrusted payment


7.1. Once this agreement comes into force, it means that the distributor has fully understood and agreed to authorize the company. The distributor authorizes the company to perform corresponding operations on the margin and balance in the distributor’s account according to the instructions issued by the Tonys platform (including opening to the distributor The bank to which the bank account with the cartoon function belongs forwards and assists in completing the operation of the payment instruction), this authorization is legally binding and irrevocable during the validity period of this agreement and the period expressly agreed in this agreement.


7.2. According to this agreement, Tonys platform has the right to issue the following types of instructions to the company:


7.2, 1. Deposit stop payment, release stop payment;


7.2, 2. The deducted deposit is used to implement advance compensation or compensate the losses and expenses of the Tonys platform and its affiliates;


7.2, 3. When the margin is insufficient, the account balance will be deducted to supplement the margin;


7.2, 4. If the Tonys platform pays the user on behalf of the distributor according to the distributor’s entrustment, or the Tonys platform and its affiliates cause losses or expenses due to the distributor’s reasons, the right to be valid in the distributor’s account During the period (that may exceed the validity period of this agreement) according to the instructions of the Tonys platform, deduct/stop payment of the same amount from the distributor’s account and close all or part of the account.


7.3. The distributor agrees that all risks of the company's operations in accordance with the distributor's authorization shall be borne by the distributor and the users designated by the distributor. As a value-added service provided by the company for the distributor’s account, unless the company does not perform operations in accordance with the distributor’s authorization or executes the instructions incorrectly, the company will not bear any legal responsibility for the performance of any authorized behavior, and the distributor shall not be involved in litigation, Claiming rights to the company in arbitration or any other form of dispute resolution shall be resolved by the distributor and Tonys platform through negotiation or judicial means.


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