BRQ+ Membership Agreement

Version 1.0 — WORKING DRAFT, not yet final. Subject to legal review.

Every BRQ+ member, whether a Personal or a Corporate member, accepts this agreement before they can use BRQ+. It sets the rules for good conduct and confidentiality in every engagement made through BRQ+.

1. Parties and definitions

This agreement is between BRQ Plus Sdn Bhd (Company Reg. 202601006582 (1668680-A)), a company incorporated in Malaysia ("BRQ+", "we"), and the member who accepts it ("you").

• Personal Member: an individual whose application for personal membership BRQ+ has approved. This includes members admitted to The Collective.
• Corporate Member: a company or organisation whose application for corporate membership BRQ+ has approved.
• Company Admin: the person who applies for, and manages, a Corporate Member's account.
• Company User: a person invited by the Company Admin to use BRQ+ on the Corporate Member's behalf.
• Platform: the BRQ+ website, member portal and related tools.
• Programs: The Collective @ BRQ+, Founders @ BRQ+, The Give Network and any other program BRQ+ runs or supports.
• Engagement: any advisory mandate, mission, project, placement, mentoring or other work arranged through BRQ+ or a Program.
• Counterparty: any other member, client, partner, sponsor or organisation you deal with through BRQ+.
• Confidential Information: has the meaning in section 4.

2. Membership

1. Invitation only. Membership starts when BRQ+ approves your application and you accept this agreement. BRQ+ may decline any application without giving reasons.
2. Accurate information. You confirm that everything in your application and profile is true, and you will keep it up to date. Corporate Members confirm the Company Admin is authorised to bind the company.
3. Personal accounts. Your login is for you alone. Do not share credentials. Tell BRQ+ at once if you think your account has been misused.
4. Term. Membership continues until it is ended under section 8. [To confirm] whether membership renews annually.
5. Fees. Membership fees are set out in the BRQ+ membership plan you choose (monthly or annual), as published on the Platform at the time you apply. Fees are invoiced in Malaysian Ringgit and payable within 14 days of the invoice date. [To confirm] refund and cancellation terms. Engagement fees and honoraria are agreed per Engagement.
6. Changes. BRQ+ may update this agreement. We will give members at least 30 days' notice of material changes by email or on the Platform. Continuing to use BRQ+ after that date means you accept the change.

3. Code of Conduct

You agree to act with integrity, professionalism and respect in everything you do through BRQ+.

1. Integrity. Be honest about your experience, credentials, availability and results. Do not overstate what you or your company can deliver.
2. Respect. Treat every member, client, partner and BRQ+ team member with courtesy. No harassment, discrimination, bullying, threats or abusive language, online or in person.
3. Professional standards. Deliver Engagements with reasonable skill and care, meet agreed timelines, and tell the Counterparty and BRQ+ early if you cannot.
4. Lawful conduct. Comply with applicable laws, including anti-bribery and anti-corruption laws (such as the Malaysian Anti-Corruption Commission Act 2009), anti-money-laundering, sanctions and competition laws. Do not offer, give or accept bribes, kickbacks or improper gifts.
5. Ethical and faith-aligned values. Respect the values BRQ+ stands for, including ethical and Shariah-conscious practice where an Engagement calls for it. [To confirm] wording.
6. Representing BRQ+. Do not speak for BRQ+, use its name or logo, or describe yourself as its employee or agent unless BRQ+ has agreed in writing.
7. Platform etiquette. Do not spam members, scrape directory data, post unlawful or misleading content, or use member details for unsolicited marketing.
8. Reporting concerns. Report any breach of this Code, or any conduct that worries you, to BRQ+ at [To confirm: conduct email]. BRQ+ will handle reports in confidence and will not tolerate retaliation against anyone who reports in good faith.

4. Confidentiality

You will keep confidential everything non-public you learn through BRQ+, and use it only for the Engagement or Program it was shared for.

1. What is confidential. Any non-public information about BRQ+, other members, clients, partners, sponsors, their businesses, finances, strategies, products, customers, personnel and Engagements. This includes member directory details, partner briefs, mission and project documents, and discussions in the Platform's chat. It applies whether the information is written, spoken or seen, and whether or not it is marked confidential.
2. What is not. Information that is already public (not through your breach), that you already lawfully had, that you receive lawfully from someone free to share it, or that you develop independently.
3. Your obligations. You will:
   • use Confidential Information only for the purpose it was shared;
   • not disclose it to anyone except colleagues or advisers who need it for that purpose and are bound by equivalent duties;
   • protect it with at least reasonable care, and no less care than you use for your own sensitive information;
   • not copy, download in bulk, or remove it from the Platform except as the Engagement needs.
4. Required disclosure. If a law, regulator or court requires disclosure, you may disclose only what is required. Where lawful, tell the owner and BRQ+ first.
5. Engagement NDAs. Each mission or Engagement may also be covered by a BRQ+ Engagement NDA or a client's own non-disclosure agreement. Where both apply, the stricter terms apply to that Engagement.
6. Return or destroy. When an Engagement or your membership ends, or on request, return or securely delete Confidential Information, except copies the law requires you to keep.
7. Duration. These duties continue for 3 years after your membership ends. [To confirm] Trade secrets and personal data stay protected for as long as they remain confidential.

5. Conflicts, non-circumvention and Engagements

Disclose conflicts early, and do not go around BRQ+ on opportunities it introduces.

1. Conflicts of interest. Before accepting an Engagement, tell BRQ+ and the Counterparty about any interest that could affect your judgement: a competing role, a financial stake, a family link or a prior dispute. BRQ+ may decide you cannot take part.
2. Non-circumvention. For 12 months after BRQ+ introduces you to a client, partner or opportunity, you will not contract with them directly, or through another party, for the same or similar work without BRQ+'s written agreement. [To confirm] period and any fee that applies.
3. Non-solicitation. You will not use BRQ+ to poach another member's clients, or to hire BRQ+ team members, for 12 months after last dealing with them through BRQ+, without consent. [To confirm]
4. Engagement terms. Each Engagement has its own scope, fees and deliverables, agreed in writing or recorded on the Platform. If an Engagement agreement conflicts with this agreement, the Engagement agreement wins for that Engagement, except for sections 3 and 4.
5. Independent status. Personal Members act as independent professionals, not employees of BRQ+, unless agreed otherwise in writing. You are responsible for your own taxes, licences and insurance.

6. Corporate Members

A Corporate Member answers for everyone it brings onto BRQ+.

1. Authority. The Company Admin confirms they are authorised to accept this agreement for the company.
2. Company Users. The company is responsible for its Company Users following this agreement. Each Company User also accepts this agreement individually when they first sign in.
3. Managing access. The Company Admin must remove Company Users who leave the company or no longer need access, and keep the company profile accurate.
4. Company confidential information. Information the company shares for an Engagement is protected under section 4. BRQ+ and members may share it only with the people working on that Engagement.
5. Sponsorships and partnerships. Sponsorships (for example of Back2Basics cohorts) and partner commitments are governed by their own written terms.

7. Personal data and Platform use

BRQ+ handles personal data under Malaysia's Personal Data Protection Act 2010 (PDPA) and its Privacy Notice.

1. Your data. BRQ+ uses your profile and application details to run your membership, match you with Engagements and Programs, and communicate with you. Details are in the BRQ+ Privacy Notice.
2. Sharing with Counterparties. BRQ+ shares your profile with clients or partners only for a specific Engagement or Program you have taken part in or agreed to. Some partners are outside Malaysia, for example in Singapore or Indonesia. By accepting, you consent to that transfer for those purposes.
3. Other people's data. If you receive personal data about others through BRQ+, you must use it only for the Engagement, keep it secure, and follow the data protection laws that apply to you, including Singapore's PDPA where relevant.
4. Your rights. You can ask to access or correct your data, or withdraw consent, by contacting [To confirm: privacy email]. Withdrawing consent may mean BRQ+ cannot continue your membership.
5. Platform rules. Do not try to break the Platform's security, access other members' accounts, or introduce malicious code. BRQ+ may log activity to keep the Platform secure.

8. IP, liability, suspension and general terms

1. Intellectual property. You keep ownership of what you bring. Ownership of work created in an Engagement is set by that Engagement's terms. BRQ+ owns the Platform, its content and the BRQ+ name and logo.
2. BRQ+'s role. BRQ+ connects and coordinates members. Unless BRQ+ is itself a party to an Engagement, it is not responsible for the work, payments or conduct of members and Counterparties.
3. Limit of liability. To the extent the law allows, BRQ+ is not liable for indirect or consequential loss. Its total liability to you under this agreement is capped at the membership fees you paid in the 12 months before the claim. [To confirm] Nothing limits liability for fraud or anything the law does not allow to be limited.
4. Suspension and termination. BRQ+ may suspend or end your membership, after giving you a chance to respond where reasonable, if you breach this agreement, give false information, or act in a way that could harm BRQ+ or its members. Serious breaches of sections 3 or 4 may lead to immediate suspension. You may end your membership at any time by written notice.
5. After it ends. Sections 4, 5, 7 and 8 continue to apply. Engagements already underway continue under their own terms unless BRQ+ and the Counterparty agree otherwise.
6. Remedies. A breach of confidentiality may cause harm that money alone cannot fix, so BRQ+ or the affected party may also seek an injunction.
7. Governing law and disputes. Malaysian law governs this agreement. The parties will first try to resolve disputes in good faith within 30 days. Unresolved disputes go to the courts of Kuala Lumpur. [To confirm] or to mediation or arbitration at the Asian International Arbitration Centre.
8. General. This agreement, together with the Privacy Notice and any Engagement terms, is the whole agreement on membership. If one part is unenforceable, the rest still applies. You may not transfer your membership. Notices go to your registered email and to [To confirm: BRQ+ notices email].

9. Electronic signature

You sign this agreement electronically by ticking the acceptance box, typing your full legal name and drawing your signature on the Platform. You agree that this electronic signature is as binding as a handwritten one, as recognised by Malaysia's Electronic Commerce Act 2006. BRQ+ records the version signed, a fingerprint of its text, the date and time, and your IP address and device, and gives you a signed PDF copy.