Rules of Elite Program
These Rules (as defined below) will apply to all additional Services provided to You under Elite Program. If You have fulfilled all the conditions set out hereunder and have entered the Elite Program, You agree to be bound by these Rules and to qualify as a “Elite User” (as defined below). By accepting these Rules, You agree to a valid and binding agreement with Winglio. You cannot hold Winglio responsible or liable for any event that occurs in compliance with these Rules.
Please read these Rules carefully so that You know what your rights and obligations are when using the Services available to You under Elite Program.
If You do not agree to these Rules, You should immediately contact Winglio and request cancellation of Your Elite User status.
Winglio Terms of Service shall apply to any matter of use of the Services provided by the Elite Program not strictly regulated in these Rules.
The following terms, when used in these Rules or any document referred to herein, shall have the following meaning:
means the set of all free and/or paid services, products, tools, information or any other type of data provided to You by Service Provider through the Winglio’s Website, Winglio Dashboard and/or in any other acceptable way
means the company Bimosoft Corp. with the registered number LL11806 and a registered office at Level 2, Lot 19, Lazenda Commercial Centre. Phase 3, 87007 Labuan, Malaysia
means the trading name of the Service Provider used as the official name of the Service
“We” or “Our” or “Us”
means both Winglio as Service or Service Provider, depending on the context
means any of the websites operated by Service Provider for the provision of the Service, including, but not limited to www.winglio.com and any websites of business affiliates of Winglio
as a noun, or in form of a pronoun, indicates You, the individual end user of the Service
means any person registered on Winglio as its end user
means any User who is participating in the Elite Program
means the account within the Website accessible by providing the Service with Your Credentials required for access to and using of the Services
means the online section of the Website, made available to You by Winglio upon You becoming a Verified User, that enables You to fully access and use the Service
means any data that directly or indirectly relates to a natural person
means any fee charged by Winglio for using any part of the Service, including all Fees charged in execution of the Elite Agreement/Shareholder’s Agreement
means Winglio Terms of Service, basic legal documet explaining the nature of relation between You and Winglio or You and any other person related to You and/or Winglio while using the Service
means the legally binding partnership agreement between You as the Verified User and Winglio for access to and use of the Service
means You as the Verified User who entered into Agreement with Winglio.
means contract between Your Client and Service Provider or Service Provider’s Corporate Partner as Your commission agent, under conditions set by You as the direct operative
means goods You manufacture or services You provide to Your Client under the Winglio-Client Contract
means an invitation-only upgrade of the Agreement, available to Users upon their satisfaction of the Service Provider’s conditions and on the Service Provider’s discretion
means these Rules of Elite Program, applicable to all Users who enter the Elite Agreement
means a legally binding offer of Winglio to You, inviting You to become an Elite User under conditions of these Rules
means a legally binding agreement between the User and the Service Provider through which the User becomes part of the Elite Program
means any Elite User holding a special preference Share issued by the Service Provider and available only to Elite Users upon offer of the Service Provider
means a preference share of the Service Provider, bearing rights and privileges as defined in Article 15 of Rules
is a set of resolutions of the Service Provider, voted on 21st December 2015 and 23rd December 2015 respectively, by which the Shares have been formed i.e. converted from the ordinary shares of the Service Provider and by which the rights and privileges of the Shares have been defined
is the amount of cash You have acquired for Winglio through Works, subject to limitations defined in Article 3 of Rules
means a legally binding agreement between the Service Provider and the Shareholder, regulating all rights and obligations of the parties in relation to use of the rights arising from the Share held by the Shareholder, which is an integral part of the Elite Agreement
means an official form for execution of share transfers in accordance with the laws and regulations applicable to the Service Provider
means a person, other than the Service Provider as a holder of treasury shares, holding the majority of all Shares, specially dedicated with such privilege by the Service Provider
means an interest-free and event-barred loan issued by the Service Provider to the Elite User under conditions of these Rules
means a period of calculation deemed by the Service Provider as a year-long time used as standard measure of determination of the yearly financial results of the Service Provider. In particular case, Fiscal Year equals calendar year in accordance with the standard calendar (January 1st – December 31st)
“First Fiscal Year”
means Fiscal Year in which You became the Elite User
has the meaning given to it in the Article 13 of these Rules
is the period of validity of the Elite Agreement from the moment of its termination in accordance with these Rules and/or any other applicable rules until the moment of expiration of its validity.
means acquisition of rights as provided in Articles 32 and 34 of Terms
means sale of rights as provided in Article 33 of Terms
means unilateral ending of contractual relationship between You and the Service Provider due to Your request
means premature unilateral ending of contractual relationship between You and the Service Provider due to Your fault as defined in these Rules
II. ENTERING THE ELITE PROGRAM
3. Basic Conditions
You may become an Elite User only under invitation of Winglio, and only upon satisfaction of the following conditions:
That You have, as Winglio Partner, made Revenue of at least EUR 500,00 (five hundred euro) for Winglio; any amounts of money acquired through Sales and/or incorporation of Acquisition in the overall value of Works shall not be included in the calculation of the Revenue;
That You have not, by any means, violated the Agreement or the Terms;
That You have not, by any means, violated the terms & conditions of the Winglio-Client Contracts under which You have provided the Works.
Winglio reserves the sole right to decide at what moment the Invitation will be delivered to You. Winglio does not, under any circumstances, guarantee the Invitation, even if You have fulfilled all of the conditions set out in the previous Paragraph.
Your request for Invitation (should You decide to send it to Winglio by any means of communication) does not, in any way, put Winglio under obligation to deliver the Invitation to You at any given moment.
Winglio will deliver the Invitation to You via Your standard email address used for Your communication with Winglio. The Invitation will contain all the necessary information regarding the Elite Program, Your fulfillment of conditions set out in Article 3.1 of Rules, as well as a link to the web-location of these Rules and all other links to the parts of the Website relevant to Your joining of the Elite Program.
Invitation will be valid for an indefinite amount of time, and will be canceled only in the event that the Agreement has been terminated and You ceased to be a Winglio Partner. However, should You not reply to the Invitation in a manner defined in the Invitation in 30 (thirty) days upon receipt of the Invitation, the follow-up email will be sent to You as a reminder of a pending Invitation. Winglio may, at its own discretion, send You additional follow-up emails.
Once You have replied to the Invitation by clicking on the appropriate link in the Invitation, the process of joining the Elite Program will begin. Upon clicking on the appropriate link in the Invitation, You will be asked if You accept or decline the Invitation.
If You accept the Invitation, the process of joining the Elite Program will continue as provided on the Website under “Elite Program” section. The process of joining will be conducted as provided by these Rules and will be considered as finished upon Your acceptance and signing of the Elite Agreement.
If You decline the Invitation, the process of joining the Elite Program will discontinue, and Winglio will not invite You to join the Elite Program for at least 6 (six) months following Your declining of the Invitation. Declining the Invitation shall not in any way affect Your rights and status as Winglio Partner.
III. JOINING THE ELITE PROGRAM
5. Elite Program Joining Procedure
Upon Your acceptance of the Invitation, You will be asked to confirm Your identity information. If Your identity information have changed in any way (such as change of address, change of last name, citizenship etc.), You will need to confirm such change, through appropriate application of Article 4 of Terms.
Once Your identity information have been confirmed, You will be inquired about understanding and acceptance of Rules of the Elite Program and will be presented with a draft of the Elite Agreement. If You acknowledge that You have understood and that You accept the Rules, You will be forwarded to the Share payment and transfer confirmation location. If You decline understanding and acceptance of the Rules, it will be considered that You have declined the Invitation and the process of joining the Elite Program will discontinue.
Once You have been forwarded to the Share payment and transfer confirmation location, You will be inquired to choose and confirm the method of payment for the Share and to proceed with payment in accordance with the Article 14 of Rules. If You confirm and proceed with payment for the Share, You will be forwarded to the Elite Agreement signing form. If You have any issues with providing the payment immediately, You will be able to put the payment and the process of joining the Elite Program on hold, but not for more than 7 (seven) days. If you decline to provide the payment for the Share, or do not continue with the held up process of joining Elite Program upon expiration of the 7-day deadline, it will be considered that You have declined the Invitation and the process of joining the Elite Program will discontinue.
6. Elite Agreement
For the purpose of You becoming an Elite User, upon successfully completing all the stages of joining process, You will be directed to sign an Elite Agreement with the Service Provider.
The Elite Agreement is an electronic document. It is presented to You in the form of a PDF document which includes your Verified Credentials and other Personal Data. Contents of the Elite Agreement are not subject to negotiation. Should You choose not to operate under the Elite Agreement by denying signature to the Elite Agreement, it will be considered that You have declined the Invitation.
It is considered that You have signed the Elite Agreement upon Your placing of an electronic signature via the electronic documents’ signing application.
If any form of electronic confirmation of the Elite Agreement is not to your satisfaction, Winglio may provide you with a hard-copy of the Elite Agreement. However, in such case, the execution of the Elite Agreement may prove to last a substantial amount of time, and your Elite User status will not be activated until the Service Provider receives a duly signed copy of the Elite Agreement. In that case, Service Provider also reserves the right to request from You a reimbursement of the part or the overall expenses of the Elite Agreement delivery.
By signing the Elite Agreement in any form available, You unequivocally confirm that You have read and fully understood all rights and obligations arising from the Elite Agreement and these Rules, and that You waive any right to dispute any provision therein, as long as such provision is valid under applicable laws.
For the avoidance of any doubt, The Elite Agreement is valid from the moment of the Winglio’s receipt of Your electronic signature/signed hard-copy of the Elite Agreement, for the indefinite duration. Activation and/or deactivation of any other additional feature or Partnership Upgrade of the Service shall not affect the validity of the standing Elite Agreement.
7. Your Status as an Elite User
From the moment that the Elite Agreement enters into force, You will be considered an Elite User. Besides additional features and rights You gain as Elite User, such new status will not affect any other rights and obligations You have as Winglio Partner.
New features, available to You as an Elite User, will become visible to You via Winglio Dashboard.
IV. THE LOAN
8. Entitlement to Receive Loan from the Service Provider
As an Elite User, You will have an exclusive right to request and receive one or more Loans from the Service Provider. Request for Loan may be submitted through Your Winglio Dashboard.
You may request a Loan, wherein the maximum amount of all Loans issued and outstanding may not, at any time, exceed Your currently outstanding Balance minus Fees applicable in accordance with the Terms.
You may not request a Loan if:
You have outstanding debt, other than Loans issued under these Rules, towards Service Provider, any of the Service Provider’s Corporate Partners or the Clients;
You are overdue with repayment of any of Your previous Loans;
You are in legal dispute of any type with Winglio;
Winglio or the Client are claiming any type of reimbursements from You;
You are in process of termination of the Elite User status;
You are in process of termination of the Agreement / Winglio Partner status.
In addition to the Loan availability exclusion reasons cited in the previous Paragraph, the Service Provider shall have the discretionary right to deny any Loan request You submit.
9. Approval and Payment of Loan
In majority of the cases, Service will automatically inform you of any reasons for denying Your Loan request. If Service does not recognize any reasons for automatic denying of Your request, it will give you the pre-approval and allow You to submit Your request to the Service Provider via Your Winglio Dashboard. However, even if Your request is pre-approved by the automatic processor provided by the Service, each Loan request will be additionally examined by Winglio staff. If the Winglio staff finds Your Loan request to be satisfactory, You will receive the final approval of Your Loan request. If the Winglio staff finds that there is any reason for denying Your Loan request, You will receive the information on the denial of Your Loan request, together with elaboration of reasons for denial.
Loan will be approved if the conditions for issuing of a Loan are met. The amount of the approved Loan will be paid out by the Service Provider into (a) Your Funds or (b) Your bank account, depending on Your request, in no more than 7 (seven) days upon approval of Your Loan request. Service Provider will not pay out Loans as cash payments. It will be Your sole responsibility to withdraw the Loan from Your Funds in accordance with Article 30 of Terms.
Status and the overall amount(s) of Your outstanding Loan(s) will be visible on Your Winglio dashboard. The amount(s) of Your outstanding Loan(s) will not be deducted from Your Balance. However, You will not be able to withdraw any amount of Balance if the amount of Your Balance is equal or lower than the overall amount(s) of Your outstanding Loan(s).
10. Loan Currency
All Loans are issued in Euros. Should You request issuing of a Loan in US Dollars or any other currency, You will have to bear all costs of currency exchange and transaction costs, which will automatically be deducted from the paid out Loan amount.
All outstanding Loan debts will be calculated in Euros. If You have received a Loan in US Dollars or any other currency, the amount of Your debt will be calculated and displayed using the currency exchange rate that would be applicable for Winglio at any given moment in case of Your immediate repayment of Loan.
All Loan repayments should be made in Euros. If You decide to repay the Loan in US Dollars or any other currency, You will have to bear all costs of currency exchange and transaction costs, which will automatically be included in the amount You have paid to the Service Provider as Loan repayment.
11. Loan Repayment
You may repay the Loan at any time before its due date. You may repay it partially, in any amount available to You at given time. If You have multiple outstanding Loans, any repayment made will settle the Loans in order of their issuing, from the oldest to the most recent. Service Provider provides no discount for premature repayments.
You may repay Your Loan prematurely by transferring sufficient amount available in Your Funds to the Service Provider or via wire-transfer onto the Service Provider’s bank account. You may combine those assets to repay the Loan.
If You repay any part of Your outstanding Loan(s), Your Loan availability will increase for the repaid amount.
All outstanding amounts Loans paid out to You from the moment You became Elite User until the end of the First Fiscal Year will become due no later than the date of first distribution of Dividends, in the amount of Dividends to be paid out to You, in order of their issuing. Furthermore, the remaining amount of all outstanding Loans paid out to You in the First Fiscal Year, as well as all Loans paid out to You in the following Fiscal Year, shall become due in the amount of declared Dividends to be paid out to You, at the moment of the next distribution of Dividends. Such principle shall apply in each successive Fiscal Year in regards to the outstanding Loans. In such case, the Dividends to be distributed to You shall be automatically set-off with the amount of Loans outstanding.
Should Your Balance be lowered, for any reason conceivable and at any moment while You have Loans outstanding and undue in accordance with the previous Paragraph, in the amount that would put You in breach of Article 8.2 of the Rules, any amount of Loan outstanding that exceeds the limit set out in Article 8.2 will automatically become due.
The Service Provider reserves the right to declare due any amount of outstanding Loan(s) at any given moment, should it be reasonably evident that there is a problem or might be a problem with the repayment(s).
In the event that any amount of Your outstanding Loan is not fully repaid in 10 days following the due date, You will be in default. Either in case of regular maturity defined in Paragraph 11.3 or in case of extraordinary maturity provided in Paragraph 11.4, You will be charged interests on default on the unsettled amounts at the rate of ECB prime rate + 7% yearly, non-compound, starting from the 11th day following the due date until the full repayment.
In the event that You have outstanding and due amount of Loan to be repaid after the due date, You hereby authorize Service Provider to withdraw the necessary amount from Your Funds. You will bear all costs of such withdrawal.
12. Forceful Collection of Due Loan
In the event of default defined in Article 11.6 hereinabove, if You do not fully repay your due Loan, together with due interests and all expenses incurred by the Service Provider, the Service Provider will use all legal remedies available to forcefully collect the amounts due, which includes but is not limited to seizure of Share, seizure of Your assets deposited in Your bank accounts, foreclosure on Your real estate properties, and seizure of any other assets You may own at the time.
V. WITHHELD CAPITAL
13. Withholding Capital
As a Shareholder, should You have the outstanding amount in Balance that would be deemed as part of the Service Provider’s profits and therefore paid out as Dividends, it will be automatically deemed as a Withheld Capital. However, You will be able to, no later than the last day of the Fiscal Year, declare the amount of Balance to be exempt from the Withheld Capital. Withheld Capital shall be considered as re-invested profits and will remain a part of Your Balance after the Dividends for that Fiscal Year are declared and paid out.
Withheld amounts shall automatically roll-over into the future Fiscal Years and will be accrued. Should You decide to request exemption from Withheld Capital for any part of the accrued amount, that amount will all be included into calculation of Your Dividends.
You may request exemption from the Withheld Capital via Your Winglio Dashboard.
14. Limitations to Withholding Capital
The Service Provider may, at any given Fiscal Year, set out separate limitations to the amount(s) deemed as Withheld Capital, and such limitations shall supersede these Rules. In such case, any amount of Your Balance that exceeds the limitation set out by the Service Provider shall be treated as exemption to the Withheld Capital and will be included into calculation of Your Dividends.
You may not revoke the exemption to the Withheld Capital after the end of the Fiscal Year in which the exemption has been made.
You may always withdraw the Withheld Capital as your personal income, in accordance with the applicable Terms and with all the legal consequences applicable to your personal income. In such case, that Withheld Capital will no longer be available for exemption nor will it be included into calculation of any future Dividends to be paid out to You.
Should You have any outstanding Loans, You will be able to withdraw as Your income only the amount of the Withheld Capital that exceeds the amount of all outstanding Loans. If You request the withdrawal of any amount exceeding the maximal available amount defined herein, the Service will automatically treat such request as an order to set-off the Loan in such excessive amount.
VI. SHARE AND SHAREHOLDER STATUS
Share is a non-voting, preference share of the Service Provider, issued in accordance with the Laws of Labuan, Malaysia, which You acquire in process of joining the Elite Program. You may not enter the Elite Program without acquiring the Share.
Share bears rights and privileges as defined in the Article 9(A) of the Articles of Association and the Shareholder’s Agreement. Rights and privileges pertinent to the Share may be changed only by a special resolution (at least ¾) of the class of Shares that the Share belongs to. Article 9(A) of the Articles of Association is presented to You as an Appendix to the Rules and the Shareholder’s Agreement and constitutes an integral part thereof.
You may not, at any given moment, hold more than one Share. Only the Majority Holder may hold more than one Share on a permanent basis. This limitation does not pertain to the Service Provider as a holder of treasury shares.
Exclusively, You may temporarily hold more than one Share in the event that You have acquired one or more additional Shares as a successor to a deceased Shareholder. In such case, You will also succeed the status of the party to the deceased Shareholder’s Agreement, and the buy-back clause as defined in that particular Shareholder’s Agreement shall automatically activate.
16. Acquisition of the Share
As part of the process of joining the Elite Program, You will be required to deliver up-to-date information of Your identity, which includes the delivery of a copy of Your passport and a valid proof of residence. The Service Provider will inform You on whether the delivery can be made directly via the Website or the email (if the scans are sufficient), or if the delivery must be made by mail or courier in hard-copy. Since the requirements are solely defined by the competent authorities of the country of seat of the Service Provider, such information will be given to You individually.
As part of the process of joining the Elite Program, You will be invited to pay the acquisition price for the Share. Price of the Share is determined by the Service Provider at the time of the acquisition and is non-negotiable. Any costs of the share transfer, including but not limited to the government and/or third-party fees, will be included in the calculation of the overall price of acquisition, in accordance with the Fees.
Once the payment has been confirmed, You will be invited to sign the Elite Agreement/Shareholder’s Agreement and all of its appendices. Should You choose not to sign it and join the Elite Program, the transaction of acquisition price will be canceled and the money will be returned to You. In that case, You will bear all the costs and expenses of the cancelation.
17. Shareholder’s Agreement
An integral part of the Elite Agreement is a Shareholder’s Agreement, which will:
Regulate Your relationship with the Service Provider in aspects of Your status as a Shareholder;
Determine the price of Share;
Determine all rights and privileges given to You by the Shareholder’s Agreement;
Determine all obligations and restrictions in regards to Your holding and disposition of the Share;
Regulate possible termination of Your Shareholder status;
Contain all other provisions required for its validity and lawful execution.
All rights, privileges, obligations and restrictions defined in the Shareholder’s Agreement shall be defined in accordance with the Rules in force at the moment of execution of the Shareholder’s Agreement.
Integral Parts of the Shareholder’s Agreement are:
Form 20 (1), duly filled with all information necessary for transfer of Share from the Service Provider as the transferor onto You as transferee
Form 20 (2), duly filled with all information necessary (except the date of execution) for transfer of Share in case of buy-back or any other reason of reclaiming of Your Share by the Service Provider
The Shareholder’s Agreement, as well as Elite Agreement as a whole, shall enter into force only if You and a credible witness have duly signed both Forms 20 from the previous Paragraphs. Such signature must be provided in a manner equivalent to the manner of signing of the Shareholder’s Agreement/Elite Agreement.
18. Shareholder Status
As soon as the process of joining the Elite Program has been successfully completed and the Form 20, duly signed by You and one witness, is delivered to the Service Provider and registered with the competent authority in the country of seat of the Service Provider, You will become a Shareholder. The Service Provider will, at its own expense, draft and deliver a Share Certificate to You in electronic form. Should You specifically request the delivery of the hard-copy of the Share Certificate, it will be delivered to You. However, in such case the shipping costs will be charged to You in accordance with the appropriate Fee.
As a Shareholder, You will have the authority to use all the rights and privileges pertinent to the Share, as well as all the rights and privileges given to You as a Shareholder by the applicable law of Labuan, Malaysia.
As a Shareholder, You will hold all rights and privileges, as well as be subject to all obligations defined in the Shareholder’s Agreement.
You will retain the Shareholder status as long as You hold the Share.
19. Non-transferability of the Share
Share and any rights pertaining to it are non-transferable, unless under legal mandate. You may not, under any circumstances, sell, pledge, mortgage, lease or in any other manner dispose with the Share or any right pertinent to the Share.
Previous Paragraph shall not apply only on transfers of Share between the Service Provider and You, Majority Holder and You, or Service Provider and Majority Holder.
The Service Provider shall have the right to re-acquire Share under following circumstances:
Should You decide to exit the Elite Program, or
Should Your status of the Elite User be terminated for any reason provided in Rules or Terms, or
Should You die, wherein the buy-back right shall be exercised against Your personal representative, estate representative, will executor or Your successor, depending on the law applicable to the inheritance of Your properties, or
Should the Service Provider decide to cancel the Elite Program, or
Should the Service Provider decide to change the Elite Program in a manner that it does not include the right of the Elite User to own a Share
Should the Service Provider decide, by special resolution of all holders of Shares, to re-purchase and/or cancel all or part of the Shares
The Service Provider shall be entitled to re-acquire the Share from You at the price You paid for the Share at the time of acquisition (not including the expenses that the Shareholder paid for the transfer registration) which will be determined by the Shareholder’s Agreement.
If any of the buy-back conditions are fulfilled, The Service Provider will inform You (or the person authorized in case of Paragraph 20.1.3) of the exercise of the buy-back clause via standard means of communication. In 3 (three) days from the date You (or the person authorized in case of Paragraph 20.1.3) have been informed of the activation of buy-back clause, the Service Provider shall transfer the buy-back price onto Your last known bank account or the bank account provided by the person authorized in case of Paragraph 20.1.3. If You wish to change the information on the bank account to which the payment is to be made, You will have to inform the Service Provider on the change prior to expiration of the deadline set for payment. If You (or the person authorized in case of Paragraph 20.1.3) have not been reachable in 30 (thirty) days from the by any reasonable standard means of communication, the Service Provider shall make the payment in accordance with the last known information on You (or the person authorized in case of Paragraph 20.1.3).
If the buy-back was activated due to reasons provided in the Articles 20.1.1 and 20.1.2 of these Rules, You will bear all costs and expenses of the buy-back Share transfer. In such case, the Service Provider shall be authorized to set-off the Share price against the costs and expenses of the Share transfer. If the Share price shall be lower than the costs and expenses of the Share transfer, the Service Provider shall be authorized to set-off the remaining amount of costs and expenses of the buy-back Share transfer against any other current or future obligation of the Service Provider towards You.
You hereby irrevocably acknowledge the right of the Service Provider to re-purchase the Share from You in any of the events provided in the Paragraph 20.1. You waive any right to dispute or to disrupt the process of buy-back, should the Service Provider duly inform You on exercise of his right.
If there have been any changes to the laws and regulations applicable to the Share transfer from the date of execution of the Shareholder’s Agreement until the date of activation of the buy-back clause, You (or the person authorized in case of Paragraph 20.1.3) will be obligated to fulfil any conditions set out by the new laws and regulations required for a valid transfer of Share, without delay, upon request of the Service Provider.
The Service Provider may transfer his buy-back right onto the Majority Shareholder, at any given time, at their own discretion and without Your consent. You (or the person authorized in case of Paragraph 20.1.3) will be informed promptly by the Service Provider if such transfer occurs.
21. Cancelation of Share
If, for any conceivable lawful reason, Your Share is canceled while in Your hold, You will be duly compensated by the Service Provider in accordance with the Article 20.2 of Rules.
22. Outstanding Dividends in the Event of Buy-Back or Cancelation
In the event of activation of the buy-back of Share (unless the buy-back is activated in situation defined in Article 15.4) or in the event of cancelation of Share, if there are declared but unpaid Dividends related to the Share, You will be entitled to receive full amount of declared and unpaid Dividends. If the Dividends are still undue, they will be paid out to You on due date. If the Dividends are due but unpaid, they will be paid out to You at the moment of payment of the re-purchase price or Share cancelation compensation.
If You had any outstanding Loans at the moment of losing the Shareholder Status, declared but unpaid amount of Dividends shall be primarily used to set-off the outstanding Loan amount, and the remaining amount of Dividends (if any) shall then be distributed to You.
VII. TAX ISSUES
23. Your Personal Tax Liability
Any tax You may be obligated to pay on account of received Loans in accordance with the place of Your residence is Your personal liability. The Service Provider does not calculate, distribute or compensate the amount of tax You are due to the competent bodies on basis of receipt of Loan.
Any capital gains tax or other tax You are obligated to pay on account of received Dividends in accordance with the place of Your residence is Your personal liability. The Service Provider does not calculate, distribute or compensate the amount of tax You are due to the competent bodies on basis of receipt of Dividends.
VIII. CANCELATION/TERMINATION OF ELITE AGREEMENT
24. Regular Cancelation of Elite Agreement
You may, at any moment in time, cancel Your Elite Agreement and cease to be an Elite User. You may cancel the Elite Agreement through filling up the form in the Winglio Dashboard. The Elite Agreement shall be considered as canceled at the moment of processing of Your request by the Service Provider and execution of buy-back of the Share.
At the moment that Elite Agreement is canceled, if there are no declared but unpaid Dividends to Your name, overall amount of outstanding Loan shall be reclassified as Your personal income, with all consequences that may arise for You in such event.
25. Cancelation Through Unacceptance of Legal Changes
If Winglio makes any changes to these Rules or any other legal document published in accordance with these Rules and applicable to You, and asks You for acceptance of such changes, and You choose not to accept Legal Changes, it will be considered as Your request for cancelation of the Elite Agreement and it will be treated as a regular cancelation of the Elite Agreement.
Rules of last applicable Rules and/or other applicable legal documents You have accepted will apply until the expiration of Notice Period.
26. Cancelation by Termination of the Winglio Partner Status
If You have, due to any of the reasons provided by the Terms, ceased to be a Winglio Partner, it will immediately and effectively be considered as cancellation/termination of the Elite Agreement and Your status of Elite User. Depending on the reason of losing the Winglio Partner status, provisions of this Section shall apply accordingly in respect to the cancellation/termination of the Elite Agreement and Your status of Elite User, as well as all consequences arising thereof.
27. Termination by the Service Provider
The Service Provider may terminate Your Elite Agreement without prior notice and without Your right for any legal remedy if the Service Provider notices that You:
Breached any part of the Elite Agreement/Shareholder’s Agreement;
Acted in any other manner defined in these Rules as a reason for Termination;
Acted in any manner that is defined as a reason for Termination of the Agreement under the provisions of Terms.
In case of Termination, You will lose all rights and privileges defined by these Rules and the Elite Agreement/Shareholder’s Agreement, and the buy-back clause for the Share will be effective immediately.
In case of Termination, any damages You may have inflicted upon the Service Provider shall be set-off against:
the re-purchase price for the Share,
any declared but unpaid Dividends,
If the damages that the Service Provider incurred due to reason for Termination are higher than all available amounts from sources defined in previous Paragraph, the Service Provider withholds the right to use all available legal remedies to claim that excess amount of damages.
In case of Termination, all of Your outstanding Loans will immediately be reclassified as Your personal income, with all consequences thereof.
IX. FINAL PROVISIONS
You consent to receive notices and information from Winglio in respect of the Shareholder’s rights by electronic communication. Only email address in your Winglio Account will be used as the verified communication method between you and the Service Provider. All questions and requests regarding your Shareholder’s rights should be sent from that email address. Any request regarding your Shareholder’s rights received from any other email address will not be considered as valid.
The Service Provider reserves the right, at its own discretion, to amend, change and modify these Rules and/or any other legal documents published by the Service Provider in accordance with these Rules. Service Provider may or may not require You to confirm and accept such amendments, changes or modifications at its own discretion (unless required to do so by the applicable law in specific cases). Furthermore, Service Provider reserves the right, at its own discretion, to amend, change, modify or discontinue any part of the Elite Program, at any time without notice to You. Please check these Rules periodically for changes. If we modify these Rules, we will post the modification on the Website. The revised Rules will be effective immediately when posted, unless specifically provided otherwise. Unless specifically asked by the Service Provider to accept or decline amendments, changes or modifications to these Rules and/or any other legal documents published by the Service Provider in accordance with these Rules, by continuing to use the Elite Program features after we have posted and/or published such amendments, changes or modifications You agree to be bound by the modified Rules and/or any other legal documents published by the Service Provider in accordance with these Rules. Service Provider shall not be liable to You or any third party for any modification, suspension or discontinuance of the Elite Program.
Exclusively, provisions of the Shareholder’s Agreement in force at the time of execution of the Shareholder’s Agreement shall apply to You as long as that particular Shareholder’s Agreement is in force, notwithstanding any changes, amendments or other modifications of Rules and/or any other legal documents published by the Service Provider in accordance with these Rules.
All provisions of these Rules and/or any other legal documents published by the Service Provider in accordance with these Rules that, in accordance with the context, are meant to survive the Termination of Your Elite Agreement/Shareholder’s Agreement, shall continue to apply to You and the Service Provider until all legal and/or financial issues between You and the Service Provider are settled, or until it is reasonable. Service Provider is the sole interpreter of the question of potential prolongation of the validity of any provision of these Rules and/or any other legal documents published by the Service Provider in accordance with these Rules.
31. Application of Terms
Any matter not explicitly regulated by these Rules and/or any other legal documents published by the Service Provider in accordance with these Rules shall be governed by the Terms and and/or any other legal documents published by Winglio in accordance with the Terms in force at any given moment.
No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of these Rules is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in these Rules, and the remaining portions of these Rules shall continue in full force and effect. The failure of either party to exercise any of its rights under these Rules shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.
Except where provided in these Rules to the contrary, a person who is not a party to these Rules may not enforce any of its provisions.
These Rules shall be governed solely by Malaysian Law, and all disputed will be settled in front of a competent Malaysian court.
33. Contact Us
If you have any questions about these Rules, please send an email to our Support Team at email@example.com.